-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ij31JnaOwmKHpGjzAYgEg9sbHysUq8IhEwTJHmVTIlHU2tFTpUw0qrttUFKnm27P qlCWuJ6Nify5GWb7yHuJNw== 0000054727-96-000044.txt : 19960514 0000054727-96-000044.hdr.sgml : 19960514 ACCESSION NUMBER: 0000054727-96-000044 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAMERICA INC CENTRAL INDEX KEY: 0000054727 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 860176061 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04618 FILM NUMBER: 96561890 BUSINESS ADDRESS: STREET 1: 1 SUNAMERICA CENTER CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 BUSINESS PHONE: 3107726000 FORMER COMPANY: FORMER CONFORMED NAME: KAUFMAN & BROAD INC DATE OF NAME CHANGE: 19890515 FORMER COMPANY: FORMER CONFORMED NAME: KAUFMAN & BROAD BUILDING CO DATE OF NAME CHANGE: 19711006 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 -------------------------------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________________to__________________ Commission file number 1-4618 SUNAMERICA INC. --------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 86-0176061 -------- ---------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 1 SunAmerica Center, Los Angeles, California 90067-6022 ------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (310) 772-6000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes X No . --- --- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date: Common Stock, par value $1.00 per share, 49,440,475 shares outstanding Nontransferable Class B Stock, par value $1.00 per share, 10,239,656 shares outstanding SUNAMERICA INC. INDEX Page Number(s) --------- Part I - Financial Information Consolidated Balance Sheet (Unaudited) - March 31, 1996 and September 30, 1995 3-4 Consolidated Income Statement (Unaudited) - Three Months and Six Months Ended March 31, 1996 and 1995 5 Consolidated Statement of Cash Flows (Unaudited) - Six Months Ended March 31, 1996 and 1995 6-7 Notes to Consolidated Financial Statements (Unaudited) 8-11 Management's Discussion and Analysis of Financial Condition and Results of Operations 12-28 Part II - Other Information 29-31 SUNAMERICA INC. CONSOLIDATED BALANCE SHEET (In thousands - unaudited) March 31, September 30, 1996 1995 ------------ ------------- ASSETS Investments: Cash and short-term investments $ 876,779 $ 855,350 Bonds, notes and redeemable preferred stocks: Available for sale, at fair value (amortized cost: March 31, 1996, $11,533,773; September 30, 1995, $6,615,620) 11,461,252 6,584,488 Held for investment, at amortized cost (fair value: September 30, 1995 $736,835) -- 718,283 Mortgage loans 1,626,048 1,543,285 Common stocks, at fair value (cost: March 31, 1996 $17,378; September 30, 1995, $21,403) 33,803 39,906 Partnerships 892,002 774,417 Real estate 110,721 105,637 Other invested assets 181,794 187,593 ------------ ------------- Total investments 15,182,399 10,808,959 Variable annuity assets 5,779,699 5,263,006 Accrued investment income 165,135 95,038 Deferred acquisition costs 714,740 526,415 Other assets 166,992 150,749 ------------ ------------- TOTAL ASSETS $ 22,008,965 $ 16,844,167 ============ ============= SUNAMERICA INC. CONSOLIDATED BALANCE SHEET (Continued) (In thousands - unaudited) March 31, September 30, 1996 1995 ------------ ------------- LIABILITIES AND SHAREHOLDERS' EQUITY Reserves, payables and accrued liabilities: Reserves for fixed annuity contracts $ 8,730,750 $ 4,862,250 Reserves for guaranteed investment contracts 3,865,895 3,607,192 Trust deposits 456,778 426,595 Payable to brokers for purchases of securities 336,189 473,728 Income taxes currently payable 61,285 2,465 Other liabilities 302,407 271,540 ------------ ------------- Total reserves, payables and accrued liabilities 13,753,304 9,643,770 ------------ ------------- Variable annuity liabilities 5,779,699 5,263,006 ------------ ------------- Senior indebtedness: Long-term notes and debentures 573,335 524,835 Reverse repurchase agreements 63,359 -- ------------ ------------- Total senior indebtedness 636,694 524,835 ------------ ------------- Deferred income taxes 74,761 146,847 ------------ ------------- Company-obligated mandatorily redeemable preferred securities of subsidiary grantor trusts whose sole assets are junior subordinated debentures of the Company 237,631 52,631 ------------ ------------- Shareholders' equity: Preferred stock 384,549 321,642 Nontransferable Class B Stock 10,240 10,240 Common Stock 49,440 44,175 Additional paid-in capital 357,295 185,211 Retained earnings 757,525 656,509 Net unrealized losses on debt and equity securities available for sale (32,173) (4,699) ------------ ------------- Total shareholders' equity 1,526,876 1,213,078 ------------ ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 22,008,965 $ 16,844,167 ============ ============= SUNAMERICA INC. CONSOLIDATED INCOME STATEMENT For the three months and six months ended March 31, 1996 and 1995 (In thousands, except per-share amounts - unaudited)
Three months Six months --------------------- --------------------- 1996 1995 1996 1995 --------- --------- --------- --------- Investment income $ 287,538 $ 215,457 $ 541,528 $ 417,624 --------- --------- --------- --------- Interest expense on: Fixed annuity contracts (89,588) (62,466) (157,684) (122,344) Guaranteed investment contracts (59,918) (50,306) (121,342) (97,561) Trust deposits (2,552) (2,606) (5,123) (5,276) Senior indebtedness (18,014) (13,363) (33,066) (27,618) --------- --------- --------- --------- Total interest expense (170,072) (128,741) (317,215) (252,799) --------- --------- --------- --------- Dividends paid on preferred securities of grantor trusts (5,172) -- (9,893) -- --------- --------- --------- --------- NET INVESTMENT INCOME 112,294 86,716 214,420 164,825 --------- --------- --------- --------- NET REALIZED INVESTMENT LOSSES (3,589) (8,344) (2,185) (15,575) --------- --------- --------- --------- Fee income: Variable annuity fees 25,337 19,768 49,753 40,221 Net retained commissions 13,066 7,383 21,931 14,003 Asset management fees 6,361 6,662 12,864 13,687 Loan servicing fees 6,203 6,055 11,773 8,033 Trust fees 4,126 3,942 8,321 7,692 --------- --------- --------- --------- TOTAL FEE INCOME 55,093 43,810 104,642 83,636 --------- --------- --------- --------- Other income and expenses: Surrender charges 5,025 3,412 7,613 6,156 General and administrative expenses (50,242) (41,116) (94,340) (74,224) Amortization of deferred acquisition costs (21,514) (18,740) (40,516) (37,414) Other, net 374 1,016 393 2,884 --------- --------- --------- --------- TOTAL OTHER INCOME AND EXPENSES (66,357) (55,428) (126,850) (102,598) --------- --------- --------- --------- PRETAX INCOME 97,441 66,754 190,027 130,288 Income tax expense (29,200) (19,400) (57,000) (37,800) --------- --------- --------- --------- NET INCOME $ 68,241 $ 47,354 $ 133,027 $ 92,488 ========= ========= ========= ========= EARNINGS PER SHARE $ 0.96 $ 0.68 $ 1.90 $ 1.34 ========= ========= ========= ========= NET EARNINGS APPLICABLE TO COMMON STOCK (used in the computation of earnings per share) $ 65,358 $ 43,180 $ 127,261 $ 84,175 ========= ========= ========= ========= AVERAGE SHARES OUTSTANDING 67,964 63,101 66,855 62,938 ========= ========= ========= =========
SUNAMERICA INC. CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended March 31, 1996 and 1995 (In thousands - unaudited) 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 133,027 $ 92,488 Adjustments to reconcile net income to net cash provided by operating activities: Interest credited to: Fixed annuity contracts 157,684 122,344 Guaranteed investment contracts 121,342 97,561 Trust deposits 5,123 5,276 Net realized investment losses 2,185 15,575 Accretion of net discounts on investments (12,355) (14,209) Provision for deferred income taxes (41,005) 5,117 Change in: Deferred acquisition costs (28,677) (13,578) Other assets (6,455) (15,224) Income taxes currently payable 51,350 (6,420) Other liabilities (6,551) 15,728 Other, net (2,524) 10,501 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 373,144 315,159 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of: Bonds, notes and redeemable preferred stocks available for sale (5,649,246) (1,756,731) Bonds, notes and redeemable preferred stocks held for investment (7,172) (39,777) Mortgage loans (150,319) (146,464) Partnerships (320,969) (188,909) Other investments, excluding short-term investments (64,683) (88,871) Net assets of CalFarm Life Insurance Company (50,946) -- Net assets of Advantage Capital Corporation (2,072) -- Net assets of Ford Life Insurance Company 6,677 -- Net assets of Imperial Premium Finance, Inc. -- (442,804) Sales of: Bonds, notes and redeemable preferred stocks available for sale 4,092,761 1,513,052 Partnerships 97,657 19,173 Other investments, excluding short-term investments 41,155 54,287 Traditional life insurance business of CalFarm Life Insurance Company (117,719) -- Redemptions and maturities of: Bonds, notes and redeemable preferred stocks available for sale 1,160,484 568,331 Bonds, notes and redeemable preferred stocks held for investment 23,817 246,372 Mortgage loans 60,706 40,045 Partnerships 114,294 44,199 Other investments, excluding short-term investments 21,706 22,837 ------------ ------------ NET CASH USED BY INVESTING ACTIVITIES (743,869) (155,260) ------------ ------------ SUNAMERICA INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) For the six months ended March 31, 1996 and 1995 (In thousands - unaudited) 1996 1995 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments of cash dividends to shareholders $ (32,011) $ (25,700) Premium receipts on: Fixed annuity contracts 518,375 559,286 Guaranteed investment contracts 514,916 716,775 Net exchanges to (from) the fixed accounts of variable annuity contracts (104,628) 51,572 Receipts of trust deposits 250,573 262,210 Withdrawal payments on: Fixed annuity contracts (310,279) (360,703) Guaranteed investment contracts (376,833) (648,226) Trust deposits (225,425) (261,632) Claims and annuity payments on fixed annuity contracts (97,755) (92,472) Net proceeds from issuances of long-term notes 47,478 -- Repayments of collateralized mortgage obligations -- (28,662) Net increase in other senior indebtedness 63,359 -- Net repayments of other short-term financings (275,704) (158,685) Net proceeds from issuance of preferred securities of a subsidiary grantor trust 179,532 -- Net proceeds from issuance of Series E Preferred Stock 240,556 -- ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 392,154 13,763 ------------ ------------ NET INCREASE IN CASH AND SHORT-TERM INVESTMENTS 21,429 173,662 CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 855,350 569,382 ------------ ------------ CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 876,779 $ 743,044 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid on indebtedness $ 30,855 $ 27,485 ============ ============ Income taxes paid, net of refunds received $ 46,655 $ 39,103 ============ ============ SUNAMERICA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation --------------------- In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Company's consolidated financial position as of March 31, 1996 and September 30, 1995, the results of its consolidated operations for the three months and six months ended March 31, 1996 and 1995 and its consolidated cash flows for the six months ended March 31, 1996 and 1995. The results of operations for the three months and six months ended March 31, 1996 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended September 30, 1995, contained in the Company's 1995 Annual Report to Shareholders. 2. Acquisitions ------------ On February 29, 1996, the Company completed the acquisition of all of the outstanding stock of Ford Life Insurance Company ("Ford Life") for a cash purchase price of $172,500,000. This acquisition has been accounted for by using the purchase method of accounting. The Company acquired assets having an aggregate fair value of $3,146,072,000, composed primarily of invested assets totaling $3,097,152,000. Liabilities assumed in this acquisition totaled $3,098,396,000, including $3,059,255,000 of fixed annuity reserves. An amount equal to excess of the purchase price over the fair value of the liabilities assumed, amounting to $123,204,000 at March 31, 1996, is included in Deferred Acquisition Costs in the accompanying consolidated balance sheet, and is being amortized, with interest, over the estimated lives of the assumed annuity contracts in proportion to the present value of estimated future profits. On December 29, 1995, the Company completed the acquisition of all of the outstanding stock of CalFarm Life Insurance Company ("CalFarm") for a cash purchase price of $120,000,000. This acquisition has been accounted for by using the purchase method of accounting. The Company acquired assets having an aggregate fair value of $737,028,000, composed primarily of invested assets totaling $722,461,000. Liabilities assumed in this acquisition totaled $650,652,000, including $645,814,000 of fixed annuity reserves. An amount equal to excess of the purchase price over the fair value of the liabilities assumed, amounting to $32,784,000 at March 31, 1996, is included in Deferred Acquisition Costs in the accompanying consolidated balance sheet, and is being amortized, with interest, over the estimated lives of the assumed annuity contracts in proportion to the present value of estimated future profits. SUNAMERICA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 2. Acquisitions ------------ (Continued) The accompanying consolidated income statement includes the results of Ford Life's operations for only the period from March 1, 1996 to March 31, 1996 and CalFarm's operations for only the period from January 1, 1996 to March 31, 1996. On a pro forma (unaudited) basis, assuming these acquisitions occurred on October 1, 1994, the beginning of the earliest period presented, revenues (investment income, net realized investment gains/losses and fee income) would have been $373,397,000 and $307,459,000, for the three months ended March 31, 1996 and 1995, respectively, and $731,987,000 and $581,571,000, for the six months ended March 31, 1996 and 1995, respectively. On a pro forma (unaudited) basis, these acquisitions would not have materially affected reported net income of these prior periods. 3. Adoption of Accounting Pronouncement ------------------------------------ During the second quarter, the Company prospectively adopted the provisions of Emerging Issues Task Force Consensus No. 94-1, "Accounting for Tax Benefits Resulting from Investments in Affordable Housing Projects" ("EITF 94-1"), for investments made after May 1995, the date of the consensus. See "Management's Discussion and Analysis of Financial Position and Results of Operations - Sources of Liquidity" on pages 26 and 27 for further discussion. 4. Reclassification of Securities Held for Investment -------------------------------------------------- On December 1, 1995, the Company reassessed the appropriateness of classifying a portion of its portfolio of bonds, notes and redeemable preferred stock as held for investment (the "Held for Investment Portfolio"). This reassessment was made pursuant to the provisions of "Special Report: A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities," issued by the Financial Accounting Standards Board in November 1995. As a result of its reassessment, the Company reclassified all of its Held for Investment Portfolio as available for sale. At December 1, 1995, the amortized cost of the Held for Investment Portfolio aggregated $701,512,000 and its fair value was $723,423,000. Upon reclassification, the resulting net unrealized gain of $21,911,000 was credited to Net Unrealized Gains (Losses) on Debt and Equity Securities Available for Sale in the shareholders' equity section of the balance sheet. SUNAMERICA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 5. Preferred Securities of Subsidiary Grantor Trusts ------------------------------------------------- Preferred securities of subsidiary grantor trusts comprise $52,630,875 liquidation amount of 9.95% Trust Originated Preferred Securities issued by SunAmerica Capital Trust I on June 13, 1995 and $185,000,000 liquidation amount of 8.35% Trust Originated Preferred Securities issued by SunAmerica Capital Trust II on October 11, 1995. In connection with the issuance of the 9.95% Trust Originated Preferred Securities and the related purchase by the Company of the grantor trust's common securities, the Company issued to the grantor trust $54,258,650 principal amount of 9.95% junior subordinated debentures, due 2044. These debentures are redeemable at the option of the Company on or after June 15, 1997 at a redemption price of $25 per debenture plus accrued and unpaid interest. The preferred and common securities will be redeemed on a pro rata basis, to the same extent as the debentures are repaid, at $25 per security plus accumulated and unpaid distributions. In connection with the issuance of the 8.35% Trust Originated Preferred Securities and the related purchase by the Company of the grantor trust's common securities, the Company issued to the grantor trust $191,224,250 principal amount of 8.35% junior subordinated debentures, due 2044. These debentures are redeemable at the option of the Company on or after September 30, 2000 at a redemption price of $25 per debenture plus accrued and unpaid interest. The preferred and common securities will be redeemed on a pro rata basis, to the same extent as the debentures are repaid, at $25 per security plus accumulated and unpaid distributions. 6. Earnings per Share ------------------ The calculation of earnings per share is made by dividing applicable earnings by the weighted average number of shares of Common Stock and Nontransferable Class B Stock (collectively referred to as "Common Stock") outstanding during each period, adjusted for the incremental shares attributed to common stock equivalents. Common stock equivalents include outstanding employee stock options and convertible preferred stock, which includes the Series D and E Depositary Shares issued in March 1993 and November 1995, respectively. Common stock equivalents are included in the computation only if their effect is dilutive. Net Earnings Applicable To Common Stock are reduced by preferred stock dividend requirements, which amounted to $2,883,000 and $4,174,000 for the three months ended March 31, 1996 and 1995, respectively, and $5,766,000 and $8,313,000 for the six months ended March 31, 1996 and 1995, respectively. These preferred stock dividend requirements do not include dividends paid on the convertible issues, which amounted to $4,336,000 and $3,477,000 in the three months ended March 31, 1996 and 1995, respectively, and $9,328,000 and $6,953,000 in the six months ended March 31, 1996 and 1995, respectively. SUNAMERICA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 7. Ratios of Earnings to Fixed Charges ----------------------------------- The ratios of earnings to fixed charges for the three months and six months ended March 31, 1996 and 1995 are as follows: Three months Six months --------------- --------------- 1996 1995 1996 1995 ----- ----- ----- ----- Ratio of earnings to fixed charges (excluding interest incurred on fixed annuities, guaranteed investment contracts and trust deposits) 5.2x 6.0x 5.4x 5.7x ===== ===== ===== ===== Ratio of earnings to fixed charges (including interest incurred on fixed annuities, guaranteed investment contracts and trust deposits) 1.6x 1.5x 1.6x 1.5x ===== ===== ===== ===== Ratio of earnings to combined fixed charges and preferred stock dividends (excluding interest incurred on fixed annuities, guaranteed investment contracts and trust deposits) 3.6x 3.3x 3.6x 3.2x ==== ==== ==== ==== Ratio of earnings to combined fixed charges and preferred stock dividends (including interest incurred on fixed annuities, guaranteed investment contracts and trust deposits) 1.5x 1.4x 1.5x 1.4x ==== ==== ==== ==== SUNAMERICA INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of financial condition and results of operations of SunAmerica Inc. (the "Company") for the three months and six months ended March 31, 1996 and 1995. RESULTS OF OPERATIONS NET INCOME totaled $68.2 million or $0.96 per share in the second quarter of 1996, compared with $47.4 million or $0.68 per share in the second quarter of 1995. For the six months, net income amounted to $133.0 million or $1.90 per share in 1996, compared with $92.5 million or $1.34 per share in 1995. Results of operations in fiscal 1996 include the effects of the recently completed acquisitions (the "Acquisitions") of CalFarm Life Insurance Company ("CalFarm") and Ford Life Insurance Company ("Ford Life"). The acquisition of CalFarm was completed on December 29, 1995 and the acquisition of Ford Life was completed on February 29, 1996. PRETAX INCOME totaled $97.4 million in the second quarter of 1996, up from $66.8 million in the second quarter of 1995. For the six months, pretax income totaled $190.0 million in 1996, compared with $130.3 million in 1995. These improvements primarily resulted from increased net investment income, increased fee income and reduced net realized investment losses, partially offset by increased general and administrative expenses. NET INVESTMENT INCOME, which is the spread between the income earned on invested assets and the interest or dividends paid on fixed annuities and other interest-bearing liabilities, increased to $112.3 million in the second quarter of 1996 from $86.7 million in the second quarter of 1995. These amounts represent net investment spreads of 3.40% on average invested assets (computed on a daily basis) of $13.23 billion in the second quarter of 1996 and 3.63% on average invested assets of $9.56 billion in the second quarter of 1995. For the six months, net investment income increased to $214.4 million in 1996 from $164.8 million in 1995, representing net investment spreads of 3.54% and 3.48%, respectively, on average invested assets of $12.12 billion and $9.48 billion, respectively. As a result of the Acquisitions, net investment spreads in 1996 declined by 29 basis points in the second quarter and 16 basis points in the six months. Net investment spreads also include the effect of income earned on the excess of average invested assets over average interest-bearing liabilities. This excess amounted to $1.08 billion in the second quarter of 1996, $729.5 million in the second quarter of 1995, $1.04 billion in the six months of 1996 and $714.5 million in the six months of 1995. The difference between the Company's yield on average invested assets and the rate paid on average interest-bearing liabilities was 2.92% in the second quarter of 1996, 3.18% in the second quarter of 1995, 3.03% in the six months of 1996 and 3.04% in the six months of 1995. As a result of the Acquisitions, the differences between the Company's yield on average invested assets and the rate paid on average interest-bearing liabilities in 1996 declined by 17 basis points in the second quarter and by 9 basis points in the six months. Investment income totaled $287.5 million in the second quarter of 1996, compared with $215.5 million in the second quarter of 1995. For the six months, investment income amounted to $541.5 million in 1996, up $123.9 million from the $417.6 million recorded in 1995. These amounts represent yields on average invested assets of 8.69% and 9.01% in the second quarters of 1996 and 1995, respectively, and 8.94% and 8.81% in the six months of 1996 and 1995, respectively. Over the last ten fiscal quarters, the Company's quarterly investment yields on average invested assets have ranged from 8.32% to 9.54%; however, there can be no assurance that the Company will achieve similar yields in future periods. Investment income recorded in 1996 and the yields it represents reflect the effects of the Acquisitions. The invested assets of Ford Life and CalFarm are primarily high-grade corporate, government and government/agency bonds, which are generally lower yielding than the Company's existing portfolio. In 1996, the investment income of Ford Life and CalFarm aggregated $30.0 million in the second quarter and six months, reducing the overall investment yield of the Company by 27 basis points in the second quarter and 15 basis points in the six months. In addition to the effects of the Acquisitions, investment income rose during 1996 as a result of higher levels of average invested assets and additional partnership income. Partnership income amounted to $29.8 million (representing a yield of 13.80% on related average assets of $863.5 million) in the second quarter of 1996, compared with $22.8 million (representing a yield of 12.35% on related average assets of $737.2 million) in the second quarter of 1995. For the six months, partnership income amounted to $66.0 million (representing a yield of 15.84% on related average assets of $833.9 million) in 1996, compared with $46.4 million (representing a yield of 13.35% on related average assets of $695.0 million). The Company has also historically enhanced investment yield through its use of both dollar roll transactions ("Dollar Rolls") and total return corporate bond swap agreements ("Total Return Agreements"). The Company recorded income of $14.3 million on the Total Return Agreements during the second quarter of 1996, compared with $5.7 million in the second quarter of 1995. For the six months, income on the Total Return Agreements totaled $19.2 million in 1996, compared with $4.2 million in 1995. The improved results in 1996 reflect increases in the fair value of the underlying assets, resulting primarily from improved overall performance of non-investment-grade bonds in 1996 relative to 1995. Although the Company continues to use Dollar Rolls, they did not have a significant impact on investment income in 1996 or 1995. (See "Asset-Liability Matching" for additional discussion of Total Return Agreements and Dollar Rolls). Total interest and dividend expense aggregated $175.2 million in the second quarter of 1996 and $128.7 million in the second quarter of 1995. For the six months, interest expense aggregated $327.1 million in 1996, compared with $252.8 million in 1995. The average rate paid on all interest-bearing liabilities decreased to 5.77% (5.44% on fixed annuity contracts and 6.34% on guaranteed investment contracts ("GICs")) in the second quarter of 1996, from 5.83% (5.38% on fixed annuity contracts and 6.68% on GICs) in the second quarter of 1995. For the six months, the average rate paid on all interest- bearing liabilities increased to 5.91% (5.51% on fixed annuity contracts and 6.52% on GICs) in 1996 from 5.77% (5.35% on fixed annuity contracts and 6.61% on GICs) in 1995. Interest-bearing liabilities averaged $12.15 billion during the second quarter of 1996, compared with $8.83 billion during the second quarter of 1995. For the six months, interest-bearing liabilities averaged $11.08 billion in 1996, compared with $8.76 billion in 1995. The average rates paid on all interest-bearing liabilities in 1996 also reflect the impact of the Acquisitions. The interest-bearing liabilities of Ford Life and CalFarm are primarily single premium deferred annuities that carry a lower average crediting rate than the average crediting rate paid on the Company's other annuity liabilities. Assumption of these additional annuity liabilities reduced the average rate paid on all interest-bearing liabilities by 10 basis points (7 basis points on fixed annuity contracts) in the second quarter of 1996 and by 6 basis points (5 basis points on fixed annuity contracts) in the six months of 1996. Notwithstanding the favorable effects of the Acquisitions, the average rate paid on all interest-bearing liabilities increased in the six months of 1996 primarily due to the dividends paid on the preferred securities of subsidiary grantor trusts. The average dividend rate on those preferred securities was 8.72% in the six months of 1996. The preferred securities were issued in June 1995 and October 1995, and, therefore, there were no such dividends paid in the six months of 1995. GROWTH IN AVERAGE INVESTED ASSETS since 1995 reflects the impact of the Acquisitions. Average assets in 1996 include the invested assets of CalFarm for the entire second quarter and those of Ford Life for only the month of March. In the aggregate, in 1996 the Acquisitions contributed $1.79 billion and $893.8 million to the Company's average invested assets in the second quarter and six months, respectively. Average invested assets also increased as a result of sales of the Company's fixed-rate products, consisting of both fixed annuities (including the fixed accounts of variable annuity products) and GICs, and $519.2 million of aggregate net proceeds from the issuances of Preferred Stock of the Company, preferred securities of subsidiary grantor trusts and long-term notes. Since March 31, 1995, fixed annuity premiums have aggregated $903.8 million and GIC premiums have totaled $1.56 billion. Fixed annuity premiums totaled $371.0 million in the second quarter of 1996, down from the $416.0 million recorded in the second quarter of 1995, and $518.4 million in the six months of 1996, down from $559.3 million in the six months of 1995. These premiums include premiums for the fixed accounts of variable annuities totaling $329.9 million, $86.6 million, $394.1 million and $146.5 million, respectively. The significant increase in premiums for the fixed accounts of variable annuities in 1996 resulted primarily from increased inflows into the one-year fixed account of the Company's Polaris product. GIC premiums increased significantly to $283.4 million in the second quarter of 1996 from $152.5 million in the second quarter of 1995. This $130.9 million increase principally resulted from additional sales to pension plans, largely due to the success of the Company's recently introduced "AAA"-rated GIC product and an expanded customer base. For the six months, GIC premiums totaled $514.9 million in 1996, compared with $716.8 million in 1995. This $201.9 million reduction in GIC premiums primarily resulted from the cyclical demand for GICs by municipalities, largely due to the interdependency of the demand for GICs and the funding of new municipal bond offerings. The GICs issued by the Company generally guarantee the payment of principal and interest at a fixed rate for a fixed term of three to five years. In the case of GICs sold to pension plans, certain withdrawals may be made at book value in the event of circumstances specified in the plan document, such as employee retirement, death, disability, hardship withdrawal or employee termination. The Company imposes surrender penalties in the event of other withdrawals prior to maturity. Contracts purchased by banks or state and local governmental authorities may also permit scheduled book value withdrawals subject to the terms of the underlying indenture or agreement. Contracts purchased by asset management firms either prohibit withdrawals or permit withdrawals with notice ranging from seven to 270 days. In pricing GICs, the Company analyzes cash flow information and prices accordingly so that it is compensated for possible withdrawals prior to maturity. NET REALIZED INVESTMENT LOSSES totaled $3.6 million in the second quarter of 1996 and $8.3 million in the second quarter of 1995. These amounts represent 0.11% and 0.35%, respectively, of average invested assets. Net realized investment losses include impairment writedowns of $8.5 million in the second quarter of 1996 and $17.0 million in the second quarter of 1995. Therefore, net gains from sales of investments totaled $4.9 million in the second quarter of 1996, compared with $8.7 million in the second quarter of 1995. For the six months, net realized investment losses totaled $2.2 million in 1996, compared with $15.6 million in 1995 and represent 0.04% and 0.33%, respectively, of average invested assets. Net realized investment losses include impairment writedowns of $15.4 million in 1996 and $21.7 million in 1995. Therefore, for the six months, net gains from sales of investments totaled $13.2 million in 1996 and $6.1 million in 1995. Net gains from sales of investments in 1996 include $11.8 million of net gains ($5.3 million in the second quarter) realized on sales of other invested assets, principally leveraged leases, and $3.3 million of net gains ($2.0 million in the second quarter) realized on sales of common stocks. These sales were made primarily to maximize total return. Net gains from sales of investments in 1995 include $10.8 million of net gains ($7.8 million in the second quarter) realized on sales of common stocks made primarily to maximize total return and $8.0 million of net losses ($0.4 million in the second quarter) realized on sales of various bonds that were also primarily made to maximize total return. In addition, the Company realized $2.3 million of net gains ($1.5 million in the second quarter) on sales of real estate. Impairment writedowns include additional provisions applied to defaulted bonds amounting to $10.7 million in 1996 ($5.0 million in the second quarter) and $18.1 million in 1995 ($13.8 million in the second quarter). VARIABLE ANNUITY FEES are based on the market value of assets supporting variable annuity contracts in separate accounts. Such fees increased to $25.3 million in the second quarter of 1996 from $19.8 million in the second quarter of 1995. For the six months, variable annuity fees totaled $49.8 million in 1996, compared with $40.2 million in 1995. These increases reflect growth in average variable annuity assets, principally due to increased market values and the receipt of variable annuity premiums, partially offset by surrenders. Variable annuity assets averaged $5.63 billion during the second quarter of 1996 and $4.43 billion during the second quarter of 1995. For the six months, variable annuity assets averaged $5.48 billion in 1996, compared with $4.43 billion in 1995. Variable annuity premiums, which exclude premiums allocated to the fixed accounts of variable annuity products, have aggregated $799.6 million since March 31, 1995. Variable annuity premiums totaled $224.5 million in the second quarter of 1996, up significantly from $106.9 million in the second quarter of 1995. For the six months, variable annuity premiums totaled $434.5 million in 1996, compared with $206.2 million in 1995. These increases in premiums may be attributed, in part, to a heightened demand for equity investments, principally as a result of generally improved market performance in the 1996 periods. The Company has encountered increased competition in the variable annuity marketplace during recent years and anticipates that the market will remain highly competitive for the foreseeable future. NET RETAINED COMMISSIONS are primarily derived from commissions on the sales of nonproprietary investment products by the Company's broker-dealer subsidiaries, after deducting the substantial portion of such commissions that is passed on to registered representatives. Net retained commissions totaled $13.1 million in the second quarter of 1996 and $7.4 million in the second quarter of 1995. For the six months, net retained commissions totaled $21.9 million in 1996, compared with $14.0 million in 1995. Broker-dealer sales (mainly sales of general securities, mutual funds and annuities) totaled $3.73 billion in the second quarter of 1996 and $1.81 billion in the second quarter of 1995. For the six months, such sales totaled $5.99 billion in 1996 and $3.17 billion in 1995. The significant increases in sales and net retained commissions during the 1996 periods reflect a greater number of registered representatives and higher average production. In addition, sales in the second quarter of 1996 include those of Advantage Capital Corporation, a Houston-based broker-dealer acquired on January 3, 1996. Sales in 1996 also reflect generally favorable market conditions. Increases in net retained commissions are not proportionate to increases in sales primarily due to differences in sales mix. ASSET MANAGEMENT FEES, which include investment advisory fees and 12b-1 distribution fees, are based on the market value of assets managed in mutual funds and private accounts by SunAmerica Asset Management Corp. ("SunAmerica Asset Management"). Such fees totaled $6.4 million on average assets managed of $2.15 billion in the second quarter of 1996 and $6.7 million on average assets managed of $2.03 billion in the second quarter of 1995. For the six months, asset management fees totaled $12.9 million on average assets managed of $2.15 billion in 1996, compared with $13.7 million on average assets managed of $2.07 billion in 1995. Asset management fees are not proportionate to average assets managed primarily due to changes in product mix. Sales of mutual funds, excluding sales of money market accounts, have aggregated $179.7 million since March 31, 1995. Mutual fund sales totaled $63.6 million in the second quarter of 1996, compared with $30.9 million in the second quarter of 1995. For the six months, such sales totaled $99.9 million in 1996, compared with $60.5 million in 1995. Higher mutual fund sales in the 1996 periods reflect the combined effects of additional advertising, the favorable performance records of certain of the Company's mutual funds and heightened demand for equity investments, principally as a result of improved market performance. Redemptions of mutual funds, excluding redemptions of money market accounts, amounted to $102.1 million in the second quarter of 1996, compared with $109.9 million in the second quarter of 1995. For the six months, such redemptions amounted to $199.6 million in 1996 and $250.4 million in 1995. LOAN SERVICING FEES are earned by the Company's subsidiary, Imperial Premium Finance, Inc. ("Imperial"). Imperial provides short-term installment loans for businesses to fund their commercial property and casualty insurance premiums. These loans are secured by the unearned premium associated with the underlying insurance policies. Currently, Imperial sells most of the short- term loans it originates and earns fee income by servicing these sold loans. Such fee income totaled $6.2 million on average loans serviced of $455.7 million in the second quarter of 1996, compared with $6.1 million on average loans serviced of $430.1 million in the second quarter of 1995. For the six months, loan servicing fees totaled $11.8 million on average loans serviced of $448.2 million in 1996, compared with $8.0 million on average loans serviced of $286.8 million in 1995. Imperial's net assets were acquired on November 30, 1994, and, therefore, the six months of 1995 includes only four months of loan servicing fee income. TRUST FEES are earned by Resources Trust Company for providing administrative and custodial services primarily for individual retirement accounts, as well as for other qualified pension plans. Trust fees increased to $4.1 million in the second quarter of 1996 (on an average of 201,000 trust accounts) from $3.9 million in the second quarter of 1995 (on an average of 198,000 trust accounts). For the six months, trust fees increased to $8.3 million (on an average of 200,000 trust accounts), compared with $7.7 million (on an average of 193,000 trust accounts. SURRENDER CHARGES on fixed and variable annuities totaled $5.0 million in the second quarter of 1996 and $3.4 million in the second quarter of 1995. For the six months, surrender charges totaled $7.6 million in 1996 and $6.2 million in 1995. Surrender charges generally are assessed on annuity withdrawals at declining rates during the first seven years of the contract. Withdrawal payments, which include surrenders and lump-sum annuity benefits, totaled $332.5 million in the second quarter of 1996 and $344.9 million in the second quarter of 1995. Annualized, these payments represent 11.5% and 16.1%, respectively, of average fixed and variable annuity reserves. For the six months, withdrawal payments totaled $617.0 million in 1996 and $657.8 million in 1995, and, annualized, represent 11.6% and 15.5%, respectively, of average fixed and variable annuity reserves. Withdrawals include variable annuity payments from the separate accounts totaling $152.2 million in the second quarter of 1996, $164.7 million in the second quarter of 1995, $307.6 million in the six months of 1996 and $309.2 million in the six months of 1995. Despite the addition to fixed annuity withdrawals resulting from the Acquisitions, total annuity withdrawals declined slightly in the second quarter of 1996, primarily resulting from a decline in variable annuity withdrawals. Variable annuity withdrawals decreased principally due to the success of the Company's retention efforts. In the six months, total withdrawals declined primarily as a result of a decline in fixed annuity withdrawals. These withdrawals were unusually high in the first quarter of 1995, principally as a result of certain blocks of policies coming off surrender charge restrictions and a greater volume of surrenders on a closed block of business. Management anticipates that withdrawal rates will remain relatively stable for the foreseeable future and the Company's investment portfolio has been structured to provide sufficient liquidity for anticipated withdrawals. GENERAL AND ADMINISTRATIVE EXPENSES totaled $50.2 million in the second quarter of 1996, compared with $41.1 million in the second quarter of 1995. For the six months, general and administrative expenses totaled $94.3 million in 1996, compared with $74.2 million in 1995. General and administrative expenses in 1996 reflect the impact of the Acquisitions, including Advantage Capital Corporation, and include the expenses of recently acquired Imperial for the full six months, compared with only four months of such expenses recorded in 1995. In addition, 1996 includes expenses related to a national advertising campaign to further increase the Company's brand name awareness. General and administrative expenses remain closely controlled through a company-wide cost containment program and represent approximately 1% of average total assets. AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $21.5 million in the second quarter of 1996 and $18.7 million in the second quarter of 1995. For the six months, such amortization totaled $40.5 million in 1996, compared with $37.4 million in 1995. This increase was primarily due to amortization of deferred acquisition costs resulting from the Acquisitions and to additional fixed and variable annuity and mutual fund sales and the subsequent amortization of related deferred commissions and other acquisition costs. INCOME TAX EXPENSE totaled $29.2 million in the second quarter of 1996, $19.4 million in the second quarter of 1995, $57.0 million in the six months of 1996 and $37.8 million in the six months of 1995, and represented effective tax rates of 30% in 1996 and 29% in 1995. These tax rates reflect the favorable impact of certain affordable housing tax credits. FINANCIAL CONDITION AND LIQUIDITY SHAREHOLDERS' EQUITY decreased by $39.1 million to $1.53 billion at March 31, 1996 from $1.57 billion at December 31, 1995, primarily as a result of a $91.2 million increase in net unrealized losses on debt and equity securities available for sale charged directly to shareholders' equity and $16.1 million of dividends paid to shareholders. These decreases were partially offset by the recording of $68.2 million of net income in the second quarter of 1996. BOOK VALUE PER SHARE amounted to $21.16 at March 31, 1996, compared with $21.76 at December 31, 1995. Excluding net unrealized gains and losses on debt and equity securities available for sale, book value per share amounted to $21.65 at March 31, 1996 and $20.86 at December 31, 1995. TOTAL ASSETS increased by $4.16 billion to $22.01 billion at March 31, 1996 from $17.84 billion at December 31, 1995, principally due to a $3.59 billion increase in invested assets and a $325.6 million increase in the separate accounts for variable annuities. INVESTED ASSETS at March 31, 1996 totaled $15.18 billion, compared with $11.59 billion at December 31, 1995. This $3.59 billion increase primarily resulted from the acquisition of Ford Life (whose invested assets totaled $3.10 billion at the date of acquisition) for a cash purchase price of $172.5 million, an additional $316.1 million increase in amounts payable to brokers for purchases of securities and increases in reserves of fixed annuity contracts and guaranteed investment contracts. These favorable factors were partially offset by a $157.4 million increase in net unrealized losses on debt securities available for sale. The Company manages most of its invested assets internally. The Company's general investment philosophy is to hold fixed maturity assets for long-term investment. Thus, it does not have a trading portfolio. Effective, December 1, 1995, pursuant to guidelines issued by the Financial Accounting Standards Board, the Company determined that all of its portfolio of bonds, notes and redeemable preferred stocks (the "Bond Portfolio") is available to be sold in response to changes in market interest rates, changes in prepayment risk, the Company's need for liquidity and other similar factors. Accordingly, the Company no longer classifies a portion of its Bond Portfolio as held for investment. THE BOND PORTFOLIO had an aggregate amortized cost that exceeded its fair value by $72.5 million at March 31, 1996. At December 31, 1995, the fair value of the Bond Portfolio was $84.9 million above its amortized cost. The net unrealized losses on the Bond Portfolio since December 31, 1995 principally reflect the higher relative prevailing interest rates at March 31, 1996 and their corresponding effect on the fair value of the Bond Portfolio. Approximately $11.48 billion or 99.6% of the Bond Portfolio (at amortized cost) at March 31, 1996 was rated by Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"), Duff & Phelps Credit Rating Co. ("D&P"), Fitch Investor Service, Inc. ("Fitch") or under comparable statutory rating guidelines established by the National Association of Insurance Commissioners ("NAIC") and implemented by either the NAIC or the Company. At March 31, 1996, approximately $10.32 billion (at amortized cost) was rated investment grade by one or more of these agencies or under the NAIC guidelines, including $5.61 billion of U.S. government/agency securities and mortgage-backed securities ("MBSs"). At March 31, 1996, the Bond Portfolio included $1.16 billion (fair value, $1.16 billion) of bonds not rated investment grade by S&P, Moody's, D&P, Fitch or the NAIC. Based on their March 31, 1996 amortized cost, these non- investment-grade bonds accounted for 5.3% of the Company's total assets and 7.6% of invested assets. In addition to its direct investment in non-investment-grade bonds, the Company has entered into Total Return Agreements with an aggregate notional principal amount of $316.0 million at March 31, 1996 (see "Asset-Liability Matching"). Non-investment-grade securities generally provide higher yields and involve greater risks than investment-grade securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment-grade issuers. In addition, the trading market for these securities is usually more limited than for investment-grade securities. The Company intends that its holdings of such securities not exceed current levels, but its policies may change from time to time, including in connection with any possible acquisition. The Company had no material concentrations of non-investment-grade securities at March 31, 1996. The following table summarizes the Company's rated bonds by rating classification as of March 31, 1996 (dollars in thousands):
Issues not rated by S&P/Moody's/ Issues Rated by S&P/Moody's/D&P/Fitch D&P/Fitch, By NAIC Category Total - ---------------------------------------------- ----------------------------------- ---------------------------------- S&P/(Moody's)/ Estimated NAIC Estimated Percent of Estimated [D&P]/{Fitch} Amortized fair category Amortized fair Amortized invested fair category(1) cost value (2) cost value cost assets(3) value - --------------- ---------- ---------- -------- ---------- ----------- ---------- --------- ---------- AAA to A- (Aaa to A3) [AAA to A-] {AAA to A-} $6,848,749 $6,796,499 1 $1,425,122 $1,408,597 $ 8,273,871 54.30% $ 8,205,096 BBB+ to BBB- (Baa1 to Baa3) [BBB+ to BBB-] {BBB+ to BBB-} 1,537,149 1,522,427 2 505,686 511,463 2,042,835 13.41 2,033,890 BB+ to BB- (Ba1 to Ba3) [BB+ to BB-] {BB+ to BB-} 145,871 147,762 3 104,868 105,613 250,739 1.65 253,375 B+ to B- (B1 to B3) [B+ to B-] {B+ to B-} 632,821 645,907 4 212,322 205,471 845,143 5.55 851,378 CCC+ to C (Caa to C) [CCC] {CCC+ to C-} 33,288 29,655 5 11,390 9,001 44,678 0.29 38,656 CI to D [DD] {D} -- -- 6 24,904 22,596 24,904 0.16 22,596 ---------- ---------- ---------- ---------- ----------- ----------- TOTAL RATED ISSUES $9,197,878 $9,142,250 $2,284,292 $2,262,741 $11,482,170 $11,404,991 ========== ========== ========== ========== =========== =========== Footnotes appear on the following page. Footnotes to the table of rated bonds by rating classification --------------------------------------------------------------- (1) S&P rates debt securities in rating categories ranging from AAA (the highest) to D (in payment default). A plus (+) or minus (-) indicates the debt's relative standing within the rating category. A security rated BBB- or higher is considered investment grade. Moody's rates debt securities in rating categories ranging from Aaa (the highest) to C (extremely poor prospects of ever attaining any real investment standing). The number 1, 2 or 3 (with 1 the highest and 3 the lowest) indicates the debt's relative standing within the rating category. A security rated Baa3 or higher is considered investment grade. D&P rates debt securities in rating categories ranging from AAA (the highest) to DD (in payment default). A plus (+) or minus (-) indicates the debt's relative standing within the rating category. A security rated BBB- or higher is considered investment grade. Fitch rates debt securities in rating categories ranging from AAA (the highest) to D (in payment default). A plus (+) or a minus (-) indicates the debt's relative standing within the rating category. A security rated BBB- or higher is considered investment grade. Issues are categorized based on the highest of the S&P, Moody's, D&P and Fitch ratings if rated by multiple agencies. (2) Bonds and short-term promissory instruments are divided into six quality categories for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest) for nondefaulted bonds plus one category, 6, for bonds in or near default. These six categories correspond with the S&P/Moody's/D&P/Fitch rating groups listed above, with categories 1 and 2 considered investment grade. A substantial portion of the assets in the NAIC categories were rated by the Company based on its implementation of NAIC rating guidelines. (3) At amortized cost.
SENIOR SECURED LOANS ("Secured Loans") are included in the Bond Portfolio and their amortized cost aggregated $1.14 billion at March 31, 1996. Secured Loans are senior to subordinated debt and equity, and are secured by assets of the issuer. At March 31, 1996, Secured Loans consisted of loans to 275 borrowers spanning 27 industries, with 17% of these assets (at amortized cost) concentrated in the leisure industry and with no other industry concentration constituting more than 12% of these assets. While the trading market for Secured Loans is more limited than for publicly traded corporate debt issues, management believes that participation in these transactions has enabled the Company to improve its investment yield. Although, as a result of restrictive financial covenants, Secured Loans involve greater risk of technical default than do publicly traded investment-grade securities, management believes that the risk of loss upon default for its Secured Loans is mitigated by their financial covenants and senior secured positions. The Company's Secured Loans are rated by S&P, Moody's, D&P, Fitch or under comparable statutory rating guidelines established by the NAIC and implemented by either the NAIC or the Company. MORTGAGE LOANS aggregated $1.63 billion at March 31, 1996 and consisted of 667 first mortgage loans with an average loan balance of approximately $2.4 million, collateralized by properties located in 33 states. Approximately 45% of the portfolio was multifamily residential, 22% was retail, 6% was industrial, 5% was office and 22% was other types. At March 31, 1996, approximately 26% of the portfolio was secured by properties located in California and no more than 11% of the portfolio was secured by properties in any other single state. At March 31, 1996, there were 33 loans with outstanding balances of $10 million or more, which loans collectively aggregated approximately 29% of the portfolio. At the time of their origination or purchase by the Company, virtually all mortgage loans had loan-to-value ratios of 75% or less. At March 31, 1996, approximately 21% of the mortgage loan portfolio consisted of loans with balloon payments due before April 1, 1999. At March 31, 1996, loans delinquent by more than 90 days totaled $21.5 million (1.3% of total mortgages). Loans foreclosed upon and carried in real estate in the balance sheet totaled $27.9 million (1.7% of total mortgages) at March 31, 1996. Of this amount, $10.9 million was transferred to real estate during fiscal 1996 and the remainder was transferred to real estate during fiscal 1995. At March 31, 1996, mortgage loans having an aggregate carrying value of $59.5 million had been restructured. Of this amount, $1.7 million was restructured during fiscal 1996, $27.7 million was restructured during fiscal 1995 and $29.4 million was restructured during fiscal 1992. Approximately 33% of the mortgage loans in the portfolio at March 31, 1996 were seasoned loans underwritten to the Company's standards and purchased at or near par from the Resolution Trust Corporation or other financial institutions, many of which were downsizing their portfolios. Such loans generally have higher average interest rates than loans that could be originated today. The balance of the mortgage loan portfolio has been originated by the Company under strict underwriting standards. Commercial mortgage loans on properties such as offices, hotels and shopping centers generally represent a higher level of risk than do mortgage loans secured by multifamily residences. This greater risk is due to several factors, including the larger size of such loans and the effects of general economic conditions on these commercial properties. However, due to the seasoned nature of the Company's mortgage loans, its emphasis on multifamily loans and its strict underwriting standards, the Company believes that it has reduced the risk attributable to its mortgage loan portfolio while maintaining attractive yields. PARTNERSHIP investments totaled $892.0 million at March 31, 1996, comprising investments in approximately 385 separate partnerships with an average size of approximately $2.3 million. This portfolio includes: (i) $378.5 million of partnerships managed by independent money managers that invest in a broad selection of equity and fixed-income securities, currently including approximately 700 separate issuers; (ii) $398.1 million of partnerships that make tax-advantaged investments in affordable housing, currently involving approximately 325 multifamily projects in 38 states; and (iii) $115.4 million of partnerships that invest in mortgage loans and income- producing real estate. At March 31, 1996, $654.4 million of the Company's partnerships was accounted for by using the cost method and $237.6 million by using the equity method. The risks generally associated with partnerships include those related to their underlying investments (i.e. equity securities, debt securities and real estate), plus a level of illiquidity, which is mitigated for the affordable housing partnerships by the marketability of the tax credits they generate. The Company believes that these risks are acceptable in light of anticipated partnership returns and the contractual termination provisions contained in the partnership agreements. ASSET-LIABILITY MATCHING is utilized by the Company to minimize the risks of interest rate fluctuations and disintermediation. The Company believes that its fixed-rate liabilities should be backed by a portfolio principally composed of fixed maturities that generate predictable rates of return. The Company does not have a specific target rate of return. Instead, its rates of return vary over time depending on the current interest rate environment, the slope of the yield curve, the spread at which fixed maturities are priced over the yield curve and general competitive conditions within the industry. Its portfolio strategy is designed to achieve adequate risk-adjusted returns consistent with its investment objectives of effective asset-liability matching, liquidity and safety. The Company designs its fixed-rate products and conducts its investment operations in order to closely match the duration of the assets in its investment portfolio to its annuity and GIC obligations. The Company seeks to achieve a predictable spread between what it earns on its assets and what it pays on its liabilities by investing principally in fixed maturities. The Company's fixed-rate products incorporate surrender charges, two-tiered interest rate structures or other limitations on when contracts can be surrendered for cash to encourage persistency. Approximately 84% of the Company's fixed annuity and GIC reserves had surrender penalties or other restrictions at March 31, 1996. As part of its asset-liability matching discipline, the Company conducts detailed computer simulations that model its fixed-maturity assets and liabilities under commonly used stress-test interest rate scenarios. Based on the results of these computer simulations, the investment portfolio has been constructed with a view to maintaining a desired investment spread between the yield on portfolio assets and the rate paid on its reserves under a variety of possible future interest rate scenarios. At March 31, 1996 the weighted average life of the Company's investments was approximately 4.75 years and the duration was approximately 3.25. Weighted average life is the average time to receipt of all principal, incorporating the effects of scheduled amortization and expected prepayments, weighted by book value. Duration is a common option- adjusted measure for the price sensitivity of a fixed-income portfolio to changes in interest rates. It is the calculation of the relative percentage change in market value resulting from small shifts in interest rates, and recognizes the changes in portfolio cashflows resulting from embedded options such as prepayments and bond calls. As a component of its investment strategy, the Company utilizes interest rate swap agreements ("Swap Agreements") to match assets more closely to liabilities. Swap Agreements are agreements to exchange with a counterparty interest rate payments of differing character (for example, variable-rate payments exchanged for fixed-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company utilizes Swap Agreements to create a hedge that effectively converts floating-rate assets and liabilities into fixed-rate instruments. At March 31, 1996, the Company had 37 outstanding Swap Agreements with an aggregate notional principal amount of $1.70 billion. These agreements mature in various years through 2001 and have an average remaining maturity of 31 months. The Company also seeks to provide liquidity by using reverse repurchase agreements ("Reverse Repos"), Dollar Rolls and by investing in MBSs. It also seeks to enhance its spread income by using Reverse Repos, Dollar Rolls and Total Return Agreements. Reverse Repos involve a sale of securities and an agreement to repurchase the same securities at a later date at an agreed upon price and are generally over-collateralized. Dollar Rolls are similar to Reverse Repos except that the repurchase involves securities that are only substantially the same as the securities sold and the arrangement is not collateralized, nor is it governed by a repurchase agreement. Total Return Agreements effectively exchange a fixed rate of interest on the notional amount for the coupon income plus or minus the increase or decrease in the fair value of specified non-investment-grade corporate bonds. MBSs are generally investment-grade securities collateralized by large pools of mortgage loans. MBSs generally pay principal and interest monthly. The amount of principal and interest payments may fluctuate as a result of prepayments of the underlying mortgage loans. There are risks associated with some of the techniques the Company uses to provide liquidity, enhance its spread income and match its assets and liabilities. The primary risks associated with Total Return Agreements are the credit risk on the underlying non-investment grade bonds, the risk of potential loss due to the bond market fluctuation and the risk associated with counterparty nonperformance. The primary risk associated with Dollar Rolls, Reverse Repos and Swap Agreements is counterparty risk. The Company believes, however, that the counterparties to its Total Return Agreements, Dollar Rolls, Reverse Repos and Swap Agreements are financially responsible and that the counterparty risk associated with those transactions is minimal. Counterparty risk associated with Dollar Rolls is further mitigated by the Company's participation in an MBS trading clearinghouse. The sell and buy transactions that are submitted to this clearinghouse are marked to market on a daily basis and each participant is required to over-collateralize its net loss position by 30% with either cash, letters of credit or government securities. In addition to counterparty risk, Swap Agreements also have interest rate risk. However, the Company's Swap Agreements hedge variable-rate assets or liabilities, and interest rate fluctuations that adversely affect the net cash received or paid under the terms of the Swap Agreement would be offset by increased interest income earned on the variable-rate assets or reduced interest expense paid on the variable-rate liabilities. The primary risk associated with MBSs is that a changing interest rate environment might cause prepayment of the underlying obligations at speeds slower or faster than anticipated at the time of their purchase. INVESTED ASSETS EVALUATION routinely includes a review by the Company of its portfolio of debt securities. Management identifies monthly those investments that require additional monitoring and carefully reviews the carrying value of such investments at least quarterly to determine whether specific investments should be placed on a nonaccrual basis and to determine declines in value that may be other than temporary. In making these reviews for bonds, management principally considers the adequacy of collateral (if any), compliance with contractual covenants, the borrower's recent financial performance, news reports and other externally generated information concerning the creditor's affairs. In the case of publicly traded bonds, management also considers market value quotations, if available. For mortgage loans, management generally considers information concerning the mortgaged property and, among other things, factors impacting the current and expected payment status of the loan and, if available, the current fair value of the underlying collateral. The carrying values of bonds that are determined to have declines in value that are other than temporary are reduced to net realizable value and no further accruals of interest are made. The valuation allowances on mortgage loans are based on losses expected by management to be realized on transfers of mortgage loans to real estate, on the disposition and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full. Accrual of interest is suspended when principal and interest payments on mortgage loans are past due more than 90 days. DEFAULTED INVESTMENTS, comprising all investments (at amortized cost) that are in default as to the payment of principal or interest, totaled $63.7 million at March 31, 1996, including $42.2 million (fair value, $31.5 million) of bonds and notes, and $21.5 million of mortgage loans whose fair value was equal to their amortized cost. At March 31, 1996, defaulted investments constituted 0.4% of total invested assets at amortized cost. At December 31, 1995, defaulted investments totaled $56.9 million, which constituted 0.5% of total invested assets at amortized cost. SOURCES OF LIQUIDITY are readily available to the Company in the form of existing cash and short-term investments, Reverse Repo capacity on invested assets and, if required, proceeds from invested asset sales. At March 31, 1996, approximately $5.00 billion of the Company's Bond Portfolio had an aggregate unrealized gain of $141.0 million, while approximately $6.53 billion of the Bond Portfolio had an aggregate unrealized loss of $213.5 million. In addition, the Company's investment portfolio also currently provides approximately $122.0 million of monthly cash flow from scheduled principal and interest payments. Management is aware that prevailing market interest rates may shift significantly and has strategies in place to manage either an increase or decrease in prevailing rates. In a rising interest rate environment, the Company's average cost of funds would increase over time as it prices its new and renewing annuities and GICs to maintain a generally competitive market rate. Management would seek to place new funds in investments that were matched in duration to, and higher yielding than, the liabilities assumed. The Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments or Reverse Repos on the Company's substantial MBS segment of the Bond Portfolio, thereby avoiding the sale of fixed-rate assets in an unfavorable bond market. In a declining rate environment, the Company's cost of funds would decrease over time, reflecting lower interest crediting rates on its fixed annuities and GICs. Should increased liquidity be required for withdrawals, the Company believes that a significant portion of its investments could be sold without adverse consequences in light of the general strengthening that would be expected in the bond market. On a parent company stand-alone basis, SunAmerica Inc. (the "Parent"), at March 31, 1996, had invested assets with a carrying value of $1.09 billion and outstanding senior indebtedness of $573.3 million. Additionally, as of March 31, 1996, the Parent had three GICs purchased by local government authorities that aggregated $239.2 million. During June and October 1995, the Parent purchased common securities of SunAmerica Capital Trust I and SunAmerica Capital Trust II (the "Grantor Trusts") and issued an aggregate of $245.5 million of junior subordinated debentures (the "Debentures") to the Grantor Trusts in connection with the public issuance of preferred securities of the Grantor Trusts (see Note 5 of Notes to Consolidated Financial Statements). The Parent's annual debt service with respect to its senior indebtedness, GIC obligations and Debentures totals $48.7 million for the remainder of fiscal 1996, $98.7 million for fiscal 1997, $118.8 million for fiscal 1998, $227.3 million for fiscal 1999, $92.1 million for fiscal 2000 and $2.20 billion, in the aggregate, thereafter. The Parent received dividends from its regulated life insurance subsidiaries of $94.3 million in March 1996. The Parent has also received dividends of $5.5 million during fiscal 1996 from its other directly owned subsidiaries. The Company has transferred to third-party investors certain of its interests in various partnerships that make tax-advantaged affordable housing investments. As part of these transactions, the Parent has agreed to advance monies to support the operations of the underlying housing projects, if required, and has guaranteed that the transferred partnerships will provide, as of the transfer date and under then current tax laws, a specified level of associated tax credits and deductions to the third-party investors. In the current quarter, the Company prospectively adopted the accounting provisions of EITF Consensus No. 94-1 for affordable housing investments made after May 1995, the date of the consensus. Accordingly, syndication compensation is recognized in income upon transfer of the partnerships and remaining income is deferred and amortized over a 15-year period. Previously, a portion of the income was deferred to absorb estimated payments under the guarantees with the remainder recognized in income at the date of transfer. The adoption of the consensus did not have a material effect on net income for the second quarter of 1996, nor is it expected to materially affect future net income. Based on an evaluation of the underlying housing projects, management does not anticipate any material future cash payments with respect to the guarantees. The Parent has guaranteed that its life insurance subsidiaries will receive the statutory carrying value of certain invested assets, primarily debt obligations and real estate, aggregating $123.9 million. REGULATION The Company's insurance subsidiaries are subject to regulation and supervision by the states in which they are authorized to transact business. State insurance laws establish supervisory agencies with broad administrative and supervisory powers related to granting and revoking licenses to transact business, regulating marketing and other trade practices, operating guaranty associations, licensing agents, approving policy forms, regulating certain premium rates, regulating insurance holding company systems, establishing reserve requirements, prescribing the form and content of required financial statements and reports, performing financial and other examinations, determining the reasonableness and adequacy of statutory capital and surplus, regulating the type and amount of investments permitted, limiting the amount of dividends that can be paid and the size of transactions that can be consummated without first obtaining regulatory approval and other related matters. During the last decade, the insurance regulatory framework has been placed under increased scrutiny by various states, the federal government and the NAIC. Various states have considered or enacted legislation that changes, and in many cases increases, the states' authority to regulate insurance companies. Legislation has been introduced from time to time in Congress that could result in the federal government assuming some role in the regulation of insurance companies. In recent years, the NAIC has approved and recommended to the states for adoption and implementation several regulatory initiatives designed to reduce the risk of insurance company insolvencies. These initiatives include new investment reserve requirements, risk-based capital standards and restrictions on an insurance company's ability to pay dividends to its stockholders. The NAIC is also currently developing model laws to govern insurance company investments. Current proposals are still being debated and the Company is monitoring developments in this area and the effects any changes would have on the Company. SunAmerica Asset Management is registered with the Securities and Exchange Commission (the "Commission") as a registered investment adviser under the Investment Advisers Act of 1940. The mutual funds that it markets are subject to regulation under the Investment Company Act of 1940. SunAmerica Asset Management and the mutual funds are subject to regulation and examination by the Commission. In addition, variable annuities and the related separate accounts of the Company's life insurance subsidiaries are subject to regulation by the Commission under the Securities Act of 1933 and the Investment Company Act of 1940. Resources Trust is subject to regulation by the Colorado State Banking Board and the Federal Deposit Insurance Corporation. The Company's broker-dealer subsidiaries are subject to regulation and supervision by the states in which they transact business, as well as by the National Association of Securities Dealers, Inc. (the "NASD"). The NASD has broad administrative and supervisory powers relative to all aspects of business and may examine the subsidiaries' business and accounts at any time. The Company's premium finance subsidiaries are subject to regulation and supervision by substantially all of the states in which they are authorized to transact business. State premium finance laws establish supervisory agencies with broad administrative and supervisory powers related to granting and revoking licenses to transact business, approving finance agreement forms, regulating certain finance charge rates, regulating marketing and other trade practices (including the procedures to cancel financed insurance policies for non-payment), prescribing the form and content of required financial statements and reports, performing financial and other examinations and other related matters. SUNAMERICA INC. PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ On February 16, 1996, the Company held its annual meeting of shareholders. The shareholders voted on the following matters: (1) the election of ten directors, which comprise the entire Board of Directors; (2) approval of an amendment to the Annual Performance Incentive Compensation Plan ("PIC Plan Amendment"); (3) approval of a Share Exchange Agreement, dated January 12, 1996, between the Company, Stanford Ranch, Inc. and the shareholders of Stanford Ranch, Inc. (the "Share Exchange Agreement"); and (4) approval of an amendment to the Company's Charter to reduce the percentage threshold at which all outstanding shares of Nontransferable Class B Stock automatically convert into Common Stock from 10% to 5% of the total number of shares of Common Stock and shares of Nontransferable Class B Stock outstanding (the "Charter Amendment"). Each matter was approved. The votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter were as follows: Eli Broad 139,308,565 82,232 Ronald J. Arnault 139,312,717 78,080 Karen Hastie-Williams 139,298,139 92,658 David O. Maxwell 139,309,759 81,038 Barry Munitz 139,315,364 75,433 Lester Pollack 139,307,686 83,111 Carl E. Reichardt 139,303,075 87,722 Richard D. Rohr 138,914,422 476,375 Sanford C. Sigoloff 139,312,587 78,210 Harold M. Williams 138,674,367 716,430 PIC PLAN AMENDMENT 138,250,596 970,246 169,955 SHARE EXCHANGE AGREEMENT 132,155,761 1,286,390 194,497 5,754,149 CHARTER AMENDMENT 131,340,920 2,089,335 206,393 5,754,149
SUNAMERICA INC. PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- EXHIBITS 10.1 Stock Purchase Agreement, dated November 10, 1995, between The American Road Insurance Company and the Company, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed December 12, 1995 and amended December 14, 1995 and May 7, 1996. 10.2 Share Exchange Agreement, dated January 12, 1996, among the Company, Stanford Ranch, Inc. and the Stockholders of Stanford Ranch, Inc., is incorporated herein by reference to the Company's Notice of 1996 Annual Meeting and Proxy Statement, filed January 15, 1996. 10.3 Amended and Restated Employment Agreement, dated March 21, 1996, between the Company and Gary W. Krat, amending the Employment Agreement dated July 30, 1992. 11 Statement re computation of per-share earnings. 23 The consent of Price Waterhouse LLP, independent accountants, filed as an exhibit to the Company's 1995 Annual Report on Form 10-K, is incorporated by reference herein. 27 Financial Data Schedule. REPORTS ON FORM 8-K On December 12, 1995, the Company filed a current report on Form 8-K, as amended on December 14, 1995 and May 7, 1996, concerning its proposed acquisition of Ford Life Insurance Company. On January 29, 1996, the Company filed a current report on Form 8-K announcing its first quarter 1996 earnings and its financial position at December 31, 1995. On March 15, 1996, the Company filed a current report on Form 8-K, as amended May 7, 1996, concerning the completion of its acquisition of Ford Life Insurance Company. On April 24, 1996, the Company filed a current report on Form 8-K announcing its second quarter 1996 earnings. On April 27, 1996, the Company filed a current report on Form 8-K announcing its financial position at March 31, 1996. SUNAMERICA INC. PART II - OTHER INFORMATION SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SUNAMERICA INC. ----------------------------------- Registrant Dated May 13, 1996 /s/ JAY S. WINTROB ---------------------------- ----------------------------------- Jay S. Wintrob Vice Chairman Dated May 13, 1996 /s/ SCOTT L. ROBINSON ---------------------------- ----------------------------------- Scott L. Robinson Senior Vice President and Controller SUNAMERICA INC. LISTS OF EXHIBITS FILED - ----------------------- 10.3 Amended and Restated Employment Agreement, dated March 21, 1996, between the Company and Gary W. Krat, amending the Employment Agreement dated July 30, 1992. 11 Statement re computation of per-share earnings. 27 Financial Data Schedule. EX-27 2
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND INCOME STATEMENT OF SUNAMERICA INC.'S FORM 10-Q FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS SEP-30-1996 MAR-31-1996 11,416,252 0 0 33,803 1,626,048 110,721 15,182,399 876,779 0 714,740 22,008,965 12,596,645 0 0 0 636,694 59,680 0 384,549 1,082,647 22,008,965 0 493,446 (2,185) 104,642 279,026 40,516 (8,006) 190,027 57,000 133,027 0 0 0 133,027 1.90 1.90 0 0 0 0 0 0 0
EX-11 3 EXHIBIT 11 SUNAMERICA INC. STATEMENT RE COMPUTATION OF PER SHARE EARNINGS For the three months and six months ended March 31, 1996 and 1995 (In thousands, except per-share amounts)
Three months Six months -------------------- -------------------- 1996 1995 1996 1995 -------- -------- -------- -------- Average number of common and common stock equivalent shares outstanding during the period: Common Stock issued and outstanding at beginning of period 54,540 54,230 54,415 53,705 Average number of common shares issued upon exercise of employee stock options or under other employee stock plans 12 16 108 438 Average number of common stock equivalent shares arising from outstanding employee stock options 2,299 1,350 2,219 1,290 Average number of common shares issuable upon conversion of convertible preferred stock: Series D Mandatory Conversion Premium Dividend Preferred Stock 55 7,505 2,584 7,505 Series E Mandatory Conversion Premium Dividend Preferred Stock 6,000 -- 5,000 -- Average number of shares issued upon redemption of Series D Depositary Shares on January 2, 1996 5,058 -- 2,529 -- -------- -------- -------- -------- Average number of common and common stock equivalent shares outstanding during the period 67,964 63,101 66,855 62,938 ======== ======== ======== ======== Earnings applicable to common stock: Net income $ 68,241 $ 47,354 $133,027 $ 92,488 Less preferred dividend requirements other than those related to convertible issues: 9-1/4% Preferred Stock, Series B (2,031) (3,249) (4,062) (6,498) SunAmerica Adjustable Rate Cumulative Preferred Stock, Series C (852) (925) (1,704) (1,815) -------- -------- -------- -------- Net earnings applicable to common stock $ 65,358 $ 43,180 $127,261 $ 84,175 ======== ======== ======== ======== Net earnings per common and common equivalent share: $ 0.96 $ 0.68 $ 1.90 $ 1.34 ======== ======== ======== ========
EX-10.3 4 CONFIDENTIAL March 21, 1996 Gary W. Krat 167 E. 61st Street, #28E New York, New York 10021 Dear Gary: This letter (the "Agreement") amends and restates your employment letter agreement dated January 23, 1995 (the "Prior Letter Agreement"), which amended your letter agreement dated July 30, 1992. we are pleased to confirm the terms of your continuing employment with SunAmerica Inc. or any of its subsidiaries or affiliates (collectively, the "Company"), effective October 1, 1995 as follows: 1. Your annual base salary shall be $250,000, payable semi-monthly, subject to normal deductions and withholding. Your base salary shall be reviewed bi-annually, commencing in December 1997. Your position shall be that of Senior Vice President, SunAmerica Inc. and Chairman of the Company's Broker-Dealers. 2. For each fiscal year this agreement is in effect, you shall also be eligible to receive incentive compensation in an amount equal to .07% of that portion of annual Proprietary Sales raised by the Company's Broker- Dealers, as defined in the next sentence, in excess of $500 million. "Proprietary Sales" shall mean (a) sales of annuity products issued by the Company's life insurance companies, but specifically excluding guaranteed investment contracts; and (b) sales of mutual funds by SunAmerica Asset Management Corp., but specifically excluding sales of money market mutual funds. 3. You shall also be eligible to receive additional incentive compensation in an amount equal to three percent (3%) of the aggregate pretax income of the Company's Broker-Dealers. In determining the pre-tax income of the Company's Broker-Dealers, your incentive compensation based upon Broker-Dealer pre-tax income shall be excluded from the calculation. Additionally, for fiscal year 1996, operating losses from Advantage Capital Corporation shall be excluded from the calculation to determine the pre-tax income of the Company's Broker-Dealers. 4. You shall be eligible to receive and/or participate in employee benefits commensurate with your position with the Company, including the Company's executive medical plan, all subject to the terms and conditions of such plans. 5. Incentive payments are made on or about December 15 each year for the fiscal year ended on the prior September 30, and are contingent upon employment through the date of payment; provided, however, payment of your incentive compensation for fiscal 1997 is contingent upon your continued employment through September 30, 1997. 6. This Agreement shall be terminated upon the first to occur of any of the following: (a) mutual agreement of the parties; (b) your death or physical disability; (c) written notice by either party; or (d) September 30, 1997. Should the Company terminate this Agreement with Cause (as defined below) prior to September 30, 1997, your employment shall cease and you shall receive for twelve months commencing on the date of notice of termination your then current base salary. Payment of such severance shall be in lieu of any other severance arrangement or plan of the Company. No severance shall be paid in the event of any other termination of this Agreement. "Cause" shall include, but is in no way limited to: (1) willful misconduct, gross negligence, insubordination, violation of any fiduciary duty, refusal or unwillingness to perform your duties, theft, fraud, sexual harassment or other illegal conduct or a breach of any term of this Agreement, which items are not subject to a right of cure; and (2) conduct which reflects adversely upon, or the making of any remarks disparaging of, the Company, or any Company's Board members, officers, directors, advisors or employees, any willful act that is likely to and which does in fact have the effect of injuring the reputation, business or a business relationship of the Company and violation of any duty of loyalty, any of which items you shall have the opportunity to cure within three days of your receipt of the Company's notice to you that you will be terminated for Cause and identifying the action or actions giving rise to the termination. Failure to cure within three days shall be grounds for immediate termination for Cause. Additionally, you shall have the right to cure only the first incident which gives rise to a termination for Cause identified in (2) above, after which you will no longer have the right of cure. 7. Should this Agreement and your employment terminate by the occurrence of any event other than a termination by the Company without Cause, then all salary, benefits and rights under this Agreement shall cease upon such termination. Nothing contained in this Agreement shall prevent your receipt of the benefits described in the Company's published policies or plans with respect to the profit sharing plan, your group insurance coverage, employee stock options and restricted shares. 8. While you are employed by the Company, in the performance of your duties on behalf of the Company, you shall have access to, receive and be entrusted with confidential information, including, but in no way limited to development, marketing, organization, financial, management, administrative, production, distribution, and sales information, data, specifications and processes presently owned or at any time in the future in the course of its business that is not otherwise part of the public domain (collectively, the "Confidential Material"). All such Confidential Material is considered secret and will be available to you in confidence. Except in the performance of your duties on behalf of the Company, you shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, unless such Confidential Material ceases (through no fault of yours) to be confidential because it has become a part of the public domain. All records, files, drawings, documents, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Company's business, which you prepare, use or encounter, shall be and remain the Company's sole and exclusive property and shall be included in the term Confidential Material. Upon termination of this Agreement by any means, or whenever requested by the Company, you shall promptly deliver to the Company any and all of the Confidential Material, not previously delivered to the Company, that may be or at any previous time has been in your possession or under your control. You hereby acknowledge that the sale or unauthorized use or disclosure of any of the Company's Confidential Material, except as permitted hereby, by any means whatsoever and at any time before, during or after your employment with the Company, shall be defined for purposes of this Agreement as Unfair Competition. You agree that you shall not engage in Unfair Competition either during the time you are employed by the Company or at any time thereafter. During the time you are employed by the Company, you shall not seek or negotiate for employment other than with the Company; provided, however, that during the 180 days prior to September 30, 1997, you may seek employment by another entity if you advise the Chairman or any Vice Chairman of the Company in advance, disclose with whom you are seeking employment and do not disclose to any other employee of the Company that you are seeking employment elsewhere. The Company will not contact any company with whom you are seeking employment, nor will the Company make any comments about you to them, without your advance approval. 9. In the event of the termination of your employment for any reason, you (and any corporation or entity of which you are a director, officer, employee or greater than 5% shareholder) shall not: (a) for a period of one year thereafter, employ or engage or seek to employ or engage any employee or independent contractor of the Company; or (b) make any public statement concerning the Company or your employment, unless previously approved by the Company, except as may be required by law; or (c) induce, attempt to induce or knowingly encourage any customer of the Company to divert any business or income from the Company. The term "Customer" shall mean any individual or business firm that was or is a customer or client, or one that was or is a party to a Selling Agreement, or whose business was actively solicited by such company at any time regardless of whether such customer was generated, in whole or in part, by your efforts, including customers brought with you when your employment began; or (d) induce, attempt to induce or knowingly encourage any other person or entity to induce cancellation, surrender, lapse or non-renewal or sale of any insurance or annuity policy, mutual fund shares or trust services offered by the Company by any contractholder, shareholder, or client, as the case may be. 10. Notwithstanding any provisions contained in this Agreement that could be construed to be contrary, nothing in this letter is intended to create a contractual obligation on the part of the Company to employ you for any specified period of time. That is, you will serve as an "employee at will" of the Company. 11. Any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising out of or relating in any way to your employment or termination of the same, shall be submitted to final and binding arbitration, to be held in Los Angeles County, California, in accordance with the California Employment Dispute Resolution Rules of the American Arbitration Association, before a single arbitrator. In the event either of us initiates arbitration under this Agreement, the party prevailing shall be entitled, in addition to all other relief, to reasonable attorneys' fees relating to the arbitration. The non-prevailing party shall be responsible for all costs of the arbitration, including but not limited to the arbitration fees and court reporter fees. Nothing in this paragraph however, shall affect the Company's ability to seek from a court injunctive or other equitable relief, including but not limited to relief for Unfair Competition or sale of unauthorized use or disclosure of Confidential Material. 12. This Agreement amends and restates the Prior Letter Agreement in its entirety and constitutes the entire agreement between you and the Company with respect to its subject matter (that is, your employment compensation or receipt of any other benefits or amounts by any member of the Company), other than existing stock option agreements for previously granted stock options and restricted stock agreements for previously awarded restricted stock, which agreements are not impacted hereby. It is intended (with the documents referred to in this Agreement) as a complete and exclusive statement of the terms of this Agreement among the parties with respect thereto and cannot be changed or terminated orally. 13. If any provision of this Agreement is held to be enforceable for any reason, it shall not affect the enforceability of any other provisions of this Agreement. The parties agree that there is separate consideration for each provision of this Agreement and that all of the provisions of this Agreement are severable. Gary, if the above is acceptable to you, please execute the enclosed copy of this Agreement and return it to me. The original should be kept with your records. Very truly yours, /s/ JOSEPH M. TUMBLER ______________________________ Joseph M. Tumbler Agreed to as of this date, 1996 /s/ GARY W. KRAT _____________________________ Gary W. Krat -----END PRIVACY-ENHANCED MESSAGE-----