-----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, RKcFtMYn+kNNS5GI9uEefu5LL5DB9JkJWBfxUEXWNkxkGWX664YKiDWpmB2LqkBz i1KUMfVKYOjabpZPoAc1Ag== 0000931763-98-000838.txt : 19980401 0000931763-98-000838.hdr.sgml : 19980401 ACCESSION NUMBER: 0000931763-98-000838 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000005513 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 621598430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-11834 FILM NUMBER: 98583349 BUSINESS ADDRESS: STREET 1: 1 FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 BUSINESS PHONE: 6157551011 MAIL ADDRESS: STREET 1: ONE FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA DATE OF NAME CHANGE: 19950407 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 Commission file number 1-11834 PROVIDENT COMPANIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 62-1598430 --------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 FOUNTAIN SQUARE CHATTANOOGA, TENNESSEE 37402 - ------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (423) 755-1011 -------------- Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, PAR VALUE $1.00 PER SHARE --------------------------------------- (Title of Class) 8.10% CUMULATIVE PREFERRED STOCK, LIQUIDATION VALUE $150 PER SHARE ------------------------------------------------------------------- (Title of Class) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- As of March 9, 1998, there were 135,250,678 shares of the registrant's Common Stock, and -0- shares of the registrant's 8.10% Cumulative Preferred Stock outstanding. The aggregate market value of the shares of Common Stock, based on the closing price of those shares on the New York Stock Exchange, Inc., held by non-affiliates was approximately $2,414,224,610. Selected material from the Annual Report to Stockholders for the year ended December 31, 1997 and Proxy Statement for the Annual Meeting of Stockholders scheduled for May 6, 1998, have been incorporated by reference into Parts I, II, and III of this Form 10-K. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Total of sequentially numbered pages 132 Index of Exhibits on sequential page number 46 PART 1 FORWARD LOOKING STATEMENTS This Form 10-K and the information incorporated by reference herein contains and incorporates by reference certain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to results of operations and businesses of the Company. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated or projected, forecast, estimated or budgeted in such forward looking statements include, among others, the following possibilities: (i) heightened competition, including specifically the intensification of price competition, the entry of new competitors, and the development of new products by new and existing competitors; (ii) adverse state and federal legislation and regulation, including limitations on premium levels, increases in minimum capital reserves, and other financial viability requirements; (iii) failure to develop multiple distribution channels in order to obtain new customers or failure to retain existing customers; (iv) inability to carry out product design, marketing and sales plans, including, among others, planned changes to existing products (which may result in reduced market acceptance of the revised products) or planned strategies to penetrate new market segments; (v) loss of key executives; (vi) changes in interest rates causing a reduction of investment income; (vii) general economic and business conditions which are less favorable than expected; (viii) unanticipated changes in industry trends; (ix) inaccuracies in assumptions regarding future morbidity, persistency, mortality, and interest rates used in calculating reserve amounts; (x) failure to continue improvement of the Company's disability insurance claims management process; and (xi) with respect to cost savings that may be realized from, and costs associated with, the acquisition of The Paul Revere Corporation ("Paul Revere")(the "Paul Revere Merger"), the following possibilities: (a) the expected cost savings (through the implementation of a restructuring program that includes combining certain functions of the Company and Paul Revere, restructuring the field organizations of both companies to eliminate redundant facilities and better serve the combined company's customers, and reducing staff) are less than anticipated or cannot be fully realized because elements of the restructuring program are not implemented or because of unanticipated offsetting costs; and (b) costs or difficulties related to the integration of the businesses of the Company and Paul Revere are greater than expected. See "Risk Factors" herein. 2 ITEM 1. BUSINESS GENERAL Provident Companies, Inc. (the "Company") is a Delaware business corporation. The Company is the parent holding company for a group of insurance companies that collectively operate in all 50 states, the District of Columbia, Puerto Rico, and Canada. The Company's two principal operating subsidiaries are Provident Life and Accident Insurance Company ("Accident") and The Paul Revere Life Insurance Company ("Paul Revere Life"). The Company, through its subsidiaries, is the largest provider of individual disability insurance and the second largest overall disability insurer in North America on the basis of in- force premiums. It also provides a complementary portfolio of life insurance products, including life insurance, employer- and employee-paid group benefits, and related services. Since 1994, the Company has completed a comprehensive corporate repositioning that has prepared it to support growth and increase stockholder value. A new management team headed by J. Harold Chandler, who joined the Company in November 1993, initiated a strategic review of the business. As a result of its review, management refocused the Company's strategy to (i) serve the individual and employee benefits insurance markets, (ii) leverage the Company's disability insurance expertise, (iii) utilize multiple distribution channels to reach broader market segments, and (iv) more closely align the interests of the Company's employees with those of its stockholders. The Company has successfully undertaken a number of major initiatives in pursuing this strategy. Specifically, the Company (i) sold its group medical business for $231.0 million in cash and stock, (ii) began winding down its guaranteed investment contracts ("GIC") business which carried high capital requirements, (iii) reduced the annual dividend on the Common Stock from $0.52 to $0.40 per share on a split-adjusted basis to preserve capital to fund future growth, (iv) simplified the corporate legal structure and eliminated a dual class of common stock that had special voting rights in order to present a more conventional corporate structure profile to the investing market, (v) sold in six transactions $1,459.6 million in commercial mortgage loans as part of repositioning its investment portfolio, (vi) restructured its marketing and distribution channels, along with the support areas of product development, underwriting, and claims, to better reach and serve individual and employee benefits customers, (vii) strengthened its claims management procedures in the disability income insurance business, on which the Company took a $423.0 million pre-tax charge in the third quarter of 1993 to strengthen reserves on a portion of that block of business, and (viii) began restructuring its disability income products to discontinue over a reasonable period the sale of policies which combined noncancelable contracts with long-term own-occupation provisions and to offer in their place an income replacement contract with more reasonable limits and better pricing for elective provisions. 3 The acquisitions of Paul Revere and GENEX Services, Inc. ("Genex") in early 1997 and the disposition of certain non-core lines of business are recent accomplishments under the Company's strategic plan. These actions strengthen the Company's disability insurance capabilities and enable the Company to offer a comprehensive and well-focused portfolio of products and services to its customers. Paul Revere is a specialist in disability insurance, with $972.8 million of disability premium income (86 percent of its total premium income) in 1996. From 1989 through 1996 it was the largest provider of individual disability insurance in the United States and Canada on the basis of in-force premiums. By combining Paul Revere's operations with those of the Company, the Company has begun to realize significant operating efficiencies, including leveraging both companies' knowledge of disability risks, specialized claims and underwriting skills, and sales expertise. The Company also has begun to realize cost savings as a result of combining the corporate, administrative, and financial operations of the two companies. Genex provides the Company with specialized skills in disability case management and vocational rehabilitation that advance the Company's goal of providing products that enable disabled policyholders to return to work. Genex provides a full range of disability management services, including worksite injury management, telephonic early intervention services for injured workers, medical case management, vocational rehabilitation, and disability cost analysis, to third party administrators, corporate clients, and insurance companies. It employs 1,300 people, including 1,100 medical and vocational rehabilitation experts, in 120 offices in the United States and Canada. In addition to its historical focus on the worker's compensation market, Genex and the Company are now working together to offer customized disability programs for the employee benefits market that are intended to integrate and simplify coverages, control costs, and improve efficiency for employers with significant disability and related claims. The Company also expects Genex to play an increasingly significant role in helping the Company to manage its own exposure to individual and group disability claims. As it has acquired operations that complement its core business, the Company has also continued to exit non-core lines. On June 30, 1997, the Company announced that it had agreed to transfer its dental business to Ameritas Life Insurance Corp. ("Ameritas"). The dental block, which was acquired in the Paul Revere Merger, produced $48.3 million in premium income in 1996 and $39.2 million in 1997. The full transition of the dental business to Ameritas was completed in November 1997. On December 8, 1997, the Company entered into a definitive agreement to sell Provident's in-force individual and tax-sheltered annuity business to various affiliates of American General Corporation ("American General"). The in-force business being sold consists primarily of individual fixed annuities and tax-sheltered annuities in Accident, Provident National Assurance Company ("National"), Paul Revere Life, The Paul Revere Protective Life Insurance Company ("Paul Revere Protective") and The Paul Revere Variable 4 Annuity Insurance Company ("Paul Revere Variable"). American General is also acquiring a number of miscellaneous group pension lines of business sold in the 1970's and 1980's which are no longer actively marketed. In addition, pursuant to an administrative services agreement, American General will be providing administrative services to registered separate accounts of Paul Revere Variable and National. The Company and American General have agreed to request that contract holders of contracts issued under the separate accounts exchange the separate account contracts for contracts to be issued by a subsidiary of American General. The sale does not include the Company's block of traditional GICs or group single premium annuities, which will continue in a run-off mode until such time as these blocks are completely discontinued. In consideration for the transfer of the annuity reserves, American General is paying the Company a ceding commission of approximately $58.0 million. The annuities being sold to American General represent approximately $2.4 billion of statutory reserves. The transaction, which is subject to requisite regulatory approvals and certain other conditions, is expected to close in the second quarter of 1998. BUSINESS STRATEGIES The Company's objective is to grow its business and improve its profitability by continuing to follow the strategies set forth below. Serve the Individual and Employee Benefits Markets. The Company believes -------------------------------------------------- that the broad individual and employee benefits insurance markets are attractive for a company with its specialty focus on disability insurance. First, the Company believes disability insurers have not traditionally served the broad market's potential demand for protection against loss of income due to disability, as evidenced by the industry's size. The total in-force premium from disability products is approximately $9 billion, compared to $50 billion for annuities and $97 billion for life insurance. The Company believes that if it is responsive to the needs of its markets, there is opportunity for growth in the disability industry. Second, individual disability insurance has traditionally been sold primarily in the medical and physician markets, where market penetration has been significant. The Company believes that expanding its marketing to other market segments offers greater opportunities for growth. The penetration of the attorney, executive, and professional markets, for example, is far less than that of the medical and physician markets. The market of middle managers and front-line workers has not been significantly developed by individual disability insurers. Each of these markets is significantly larger than the medical and physician market. The Company's strategy is to design products and services that meet the needs of these underpenetrated market segments, offering them both individual disability insurance and related life insurance, as well as other products. Third, the Company believes that the markets for group disability insurance are also underpenetrated. The Company is focused on creating 5 customized solutions for employee benefits customers that include group disability insurance and related employee- and employer-paid benefits as well as disability management services. The employee benefits market is undergoing a change as employers seek to simplify coverages, control costs, and improve efficiency. The Company has positioned itself to package its products and services to meet this growing demand for managed disability programs and 24-hour coverage. The Company encourages its sales representatives and producers to respond to the needs of customers by cross-selling complementary products to each account. In the past several years, for example, the Company has made ease of meeting customers' needs the priority for its information systems investments. The Company can now offer combined proposals that include pre-approved life insurance with individual disability policies and bill a range of voluntary product offerings through a single payroll deduction entry on an employee's paycheck. The Company has also recently introduced new employee and producer compensation plans that reward the sale of several of the Company's products rather than single product sales, including grants of stock options to selected producers and a new multi-line producer compensation plan designed to leverage a producer's production and overall compensation. Leverage Disability Insurance Expertise and Risk Management Skills. In ------------------------------------------------------------------ serving its markets, the Company leads with its disability insurance expertise. The Company is the largest provider of individual disability insurance with $1.4 billion of premium income in 1997 (pro forma for the Paul Revere Merger), and the second largest overall disability insurer in North America, on the basis of in-force premiums, with an additional $302.6 million of group disability insurance premium (pro forma). The skills required for disability risk management are more highly specialized than those used in managing the risk of other life insurance products. The Company believes that its risk management skills represent a competitive advantage in the disability businesses. The Company has made a number of recent improvements to its capabilities. In the claims management area, for example, the Company has shifted from a geographic distribution of workflow to an organization focused on impairments (psychiatric, orthopedic, cardiac, and general medical) in order to provide claimants with more specialized attention. The addition of Genex's case management and vocational rehabilitation expertise has enabled the Company to further refine its efforts to assist disabled claimants to return to gainful employment. Utilize Multiple Distribution Channels to Reach Different Market Segments. ------------------------------------------------------------------------- The Company's experience is that different distribution channels reach different market segments. Therefore, its strategy is to distribute its products through a number of channels in order to reach the broad individual and employee benefits markets. The Company distributes its individual products primarily through independent insurance brokers and agents, corporate marketing agreements with other insurance companies, associations, and 6 financial institutions. It distributes employee benefits products primarily through brokers, benefits consultants, and a direct sales force that calls on large corporations. All products and distribution channels are supported through a network of 70 integrated sales and service offices in the United States, nine offices in Canada, and non-field sales organizations located in Chattanooga, Tennessee, Worcester, Massachusetts and Burlington, Ontario. The Company believes there are substantial opportunities to increase sales by improving the productivity of each of these distribution channels and opening new distribution channels for its products. For example, the National Accounts distribution system, which involves the sales of the Company's products by agents of other insurance companies, generates sales from a small percentage of the agents of the National Account companies. A major focus for 1998 is increasing the penetration of these National Account relationships. Align the Interests of the Company's Employees and Producers With Those of its ------------------------------------------------------------------------------ Stockholders. The Company's strategic plan is supported by the goal of raising - ------------ employee stock ownership in the Company. Beginning in 1994, the Company shifted its long-term cash compensation program for executives to a stock-based plan, introduced ownership requirements of several times salary for executive management, and instituted stock option and share grant plans for executive and middle management. The Company continued to introduce new programs to encourage ownership in 1995, establishing an employee stock purchase plan open to all employees, introducing stock-based incentive awards, and expanding the option program to field sales employees. Most recently, the Company has created a stock-based plan for executives' short-term compensation and has expanded its option plans to producers who meet certain sales and profitability goals. These programs are intended to more closely align the interests of employees, producers, and stockholders. Prior to the implementation of these programs in 1994, there was little employee ownership of Common Stock. The Company had 1,128,434 outstanding options for shares of Common Stock on a split-adjusted basis as of December 31, 1993. As of December 31, 1997, employees owned more than 550,000 shares of Common Stock through the employee stock purchase and 401(k) plans, and the Company had 6,938,108 outstanding options for shares of Common Stock. Approximately 50 percent of Provident's employees participate in one or more of these stock ownership programs. REPORTING SEGMENTS The Company is organized around its customers, with reporting segments that reflect its major market segments: Individual Life and Disability and Employee Benefits. The Other Operations segment includes products that the Company no longer actively markets. The Company's Individual Life and Disability reporting segment includes individual 7 disability insurance and individual life insurance. The Employee Benefits segment includes group long- and short-term disability insurance, group life insurance, accident and sickness and accidental death and dismemberment coverages, and voluntary benefits (employer-sponsored individual products sold at the worksite through payroll deduction). For 1997, the Employee Benefits segment also includes the results of Genex. The Company's Other Operations segment includes the results from products the Company no longer actively markets, including GICS, group single premium annuities, corporate-owned life insurance ("COLI"), the group medical business sold in 1995, the Paul Revere dental insurance business, individual annuities, and medical stop-loss insurance. Individual Life and Disability. The Individual Life and Disability segment ------------------------------ includes the results of disability and life products sold to policyholders on an individual basis. Individual disability comprises the majority of the segment, with $1,207.7 million of premium income in 1997 and $1,413.4 million of premium income on a pro forma basis. Individual life insurance products generated $78.9 million of premium income in 1997 and $86.9 million of premium income on a pro forma basis. Individual disability income insurance provides the insured with a portion of earned income lost as a result of sickness or injury. Under an individual disability income policy, monthly benefits generally are fixed at the time the policy is written. The benefits typically range from 30 percent to 75 percent of the insured's monthly earned income. Various options with respect to length of benefit periods and waiting periods before payment begins are available and permit tailoring of the policy to a specific policyholder's needs. Provident also markets individual disability income policies which include payments for transfer of business ownership and business overhead expenses. Individual disability income products do not provide for the accumulation of cash values. Premium rates for these products are varied by age, sex, and occupation based on assumptions concerning morbidity, persistency, policy related expenses, and investment income. The Company develops its assumptions based on its own claims experience and published industry tables. The Company's underwriters evaluate the medical and financial condition of prospective policyholders prior to the issuance of a policy. Almost all of the Company's in-force individual disability income insurance was written on a noncancelable basis. Under a noncancelable policy, as long as the insured continues to pay the fixed annual premium for the policy's duration, the policy cannot be canceled by the Company nor can the premium be raised. Due to the noncancelable, fixed premium nature of the policies marketed in the past, profitability of this part of the business of Accident and Provident Life and Casualty Insurance Company (collectively "Provident") is largely dependent upon achieving the morbidity and interest rate assumptions set in the 1993 loss recognition study with respect to the 8 business written in 1993 and prior and those set in the pricing of business written after 1993. The profitability of the Paul Revere business will be largely dependent on meeting the assumptions included in the purchase accounting adjustments recorded in connection with the Paul Revere Merger. As of December 31, 1997, reserves were adequate for Provident and for Paul Revere. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 28 to 29 of the Annual Report to Stockholders for the year ended December 31, 1997, incorporated herein by reference. In November 1994, the Company announced its intention to discontinue selling individual noncancelable contracts with long-term own-occupation provisions (other than conversion policies available under existing contractual arrangements), lifetime benefits, and high maximum issue and participation limits that were identified as the cause of the 1993 loss recognition. The Company is phasing out the sale of these traditional noncancelable, long-term own-occupation contracts over a reasonable period of time during which such products are being modified and repriced and is focusing on replacing them with a noncancelable loss of earnings ("LE") contract. In contrast to traditional noncancelable own-occupation policies, for which benefits are determined based on whether the insured can work in his or her original occupation, the LE policy requires the policyholder to satisfy two conditions for benefits to begin: reduced ability to work due to accident or sickness and earnings loss of at least 20 percent. These policies are aimed at repositioning the individual disability income product by making it more attractive to a broader market of individual consumers, including middle to upper income individuals and corporate benefit buyers. The Company's life insurance offerings include term, universal life, and interest-sensitive life insurance products. Universal life products provide permanent life insurance with adjustable interest rates applied to the cash value and are designed to achieve specific policyholder objectives such as higher accumulation values and/or flexibility with respect to amount of coverage and premium payments. The principal difference between fixed premium and universal life insurance policies centers around policy provisions affecting the amount and timing of premium payments. Under universal life policies, policyholders may vary the frequency and size of their premium payments, and policy benefits may fluctuate accordingly. Premium payments under the fixed premium policies are not variable by the policyholder and, as a result, generally reflect lower administrative costs than universal life products for which extensive monitoring of premium payments and policy benefits is required. The largest number of ordinary life policies sold in 1996 and 1997 were ten- year level-term policies. These products have level premiums for an 9 initial ten-year period after which the policyholder may resubmit to the underwriting process and possibly qualify for a new ten year period at the attained age premiums; otherwise, premiums revert to a yearly renewable term premium which increases annually. When measured by annualized premiums, universal life with the flexibility and features described above was the largest product category sold by Provident in this segment in recent years. Paul Revere's largest product category is interest-sensitive whole life insurance. Premium rates for the Company's life insurance products are based on assumptions as to future mortality, investment yields, expenses, and lapses. Although a margin for profit is included in setting premium rates, the actual profitability of products is significantly affected by the variation of actual experience from assumed experience. Profitability of fixed premium products is also dependent upon investment income on reserves. The profitability of interest-sensitive products is determined primarily by the ultimate underwriting experience and the ability to maintain anticipated investment spreads. The Company believes that the historical claims experience for these products has been satisfactory. From the Company's viewpoint, the risks involved with interest-sensitive products include actual versus assumed mortality, achieving investment returns that at least equal the current declared rate, competitive position of declared rates on the policies, meeting the contractually guaranteed minimum crediting rate, and recovery of policy acquisition costs. From the policyholder's perspective, the risk involved with interest-sensitive products is whether or not the declared rates on the policy will compare favorably with the returns available elsewhere in the marketplace. Employee Benefits. The Employee Benefits segment includes the results of ----------------- group products sold to employers for the benefit of employees and individual products sold to groups of employees through payroll deduction at the worksite ("voluntary benefits products"). The Company's Employee Benefits product offerings include disability, permanent and term life insurance, accident and sickness, accidental death and dismemberment, and cancer products. Group life comprises the majority of the segment, with $265.8 million of premium income in 1997 ($281.3 million of premium income on a pro forma basis). Group disability generated $249.1 million of premium income in 1997 ($302.6 million of premium income on a pro forma basis). See "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 30 to 31 of the Annual Report to Stockholders for the year ended December 31, 1997, incorporated herein by reference. Group long-term disability insurance provides employees with insurance coverage for loss of income in the event of extended work absences due to sickness or injury. Services are offered to employers and insureds to encourage and facilitate rehabilitation, retraining, and re-employment. Premiums for this product are generally based on expected claims of a pool of similar risks plus provisions for administrative expenses and profit. Some cases, however, carry experience rating provisions. Premiums for experience 10 rated group disability business are based on the expected experience of the client given their industry group, adjusted for the credibility of the specific claim experience of the client. A few accounts are handled on an administrative services only basis with responsibility for funding claim payments remaining with the customer. Profitability of group disability insurance is affected by deviations of actual claims experience from expected claims experience and the ability of the Company to control its administrative expenses. Morbidity is an important factor in disability claims experience. Also important is the general state of the economy; for example, during a recession the incidence of claims tends to increase under this type of insurance. In general, experience rated disability coverage for large groups has narrower profit margins and represents less risk to the Company than business of this type sold to small employers. This is because the Company must bear all of the risk of adverse claims experience in small case coverages while larger employers often bear much of this risk themselves. For disability coverages, case management and rehabilitation activities with regard to claims, along with appropriate pricing and expense control, are important factors contributing to profitability. Group life insurance consists primarily of renewable term life insurance with the coverages frequently linked to employees' wages. Profitability in group life is affected by deviations of actual claims experience from expected claims experience and the ability of the Company to control administrative expenses. The Company also markets several group benefits products and services including accident and sickness indemnity, accidental death and dismemberment policies, and life and health benefits packages for affinity groups. Voluntary benefits products are offered through employer-sponsored payroll deduction programs. Provident's in-force business in 1997 consisted primarily of universal life and interest-sensitive life products as well as health products, principally intermediate disability income policies. Profitability in voluntary benefits is affected by the level of employee participation, persistency, deviations of actual morbidity and mortality experience from expected experience, and the ability of the Company to control administrative expenses. Other Operations. The Other Operations segment includes the results of GICs, ---------------- group SPAs, a closed block of COLI, the medical services business sold in 1995, individual annuities, Paul Revere's dental insurance business, medical stop-loss insurance, and any capital and assets that are not allocated to the principal business segments. See Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 31 to 33 of the Annual Report to Stockholders for the year ended December 31 1997, incorporated herein by reference. 11 GIC products include traditional GICs, separate account GICs, and synthetic GICs, in which the assets underlying the contract continue to be owned and retained by the trustee of the contract holder instead of the Company. In the first quarter of 1997, the Company announced that the synthetic GIC business was being sold through an assumptive reinsurance transaction. The sale, which was subject to the approval of the contract holders and respective state regulators, was completed in January 1998. Traditional GICs have comprised a major portion of this segment's products sold since 1982. Under traditional GICs, the Company guarantees the principal and interest to the contract holder for a specified period, generally three to five years. The Company marketed GICs for use in corporate tax-qualified retirement plans and derives profits from GICs on the spread between the amount of interest earned on invested funds and the fixed rate guaranteed in the GIC. Separate account GICs, which were introduced in 1992, differ from traditional GICs in that the assets underlying the contract are segregated from the general account of Provident and held solely for the benefit of the specific contract involved. In December 1994, Provident discontinued the sale of traditional GICs, but continues to service its block of existing business. Sales of separate account GICs were discontinued in 1996, and none remained at December 31, 1997. See ''--Reserves.'' Group SPAs are used as funding vehicles primarily when defined benefit pension plans are terminated. The Company also offers annuities as an employer-sponsored option for retirees receiving their distributions from 401(k) plans. Pursuant to a group SPA contract, the Company receives a one-time premium payment and in turn agrees to pay a fixed monthly retirement benefit to specified employees. Sales of group SPAs were discontinued in 1996. Traditional GICs accounted for $1,603.6 million and group SPAs accounted for $1,199.1 million of accumulated funds under management at December 31, 1997. The Company believes that there are three primary sources of risk associated with traditional GICs and group SPAs. Underwriting risk represents the risk that a GIC has been priced properly to reflect the risk of withdrawal and for group SPAs, that the mortality rates and the ages and frequency at which annuitants will retire have been accurately projected. Asset/liability risk represents the risk that the investments purchased to back the GIC or group SPA will adequately match the future cash flows. Investment risk represents the risk that the underlying investments backing the GICs and group SPAs will perform according to the expectations of the Company at the time of purchase. COLI is a tax-leveraged policy sold from 1983 to 1990, with most of the block having been sold before June 21, 1986. Beginning in 1986, Congress began to enact tax legislation that significantly reduced the ability of policyholders to deduct policy loan interest on these products which detracted from the internal rate of return which theretofore had been available. In 1988, Congress went further by enacting legislation that had adverse tax consequences for distributions/policy loans from modified endowment contracts. 12 Under this legislation, new sales of the majority of Provident's COLI products would have been subject to adverse tax treatment as modified endowment contracts due to their high premium level. As a consequence, many of these products were withdrawn, and revised products which would not be considered modified endowment contracts were introduced. Policies issued prior to June 21, 1986, however, were grandfathered from the modified endowment provisions. In 1996, Congress enacted tax legislation which generally eliminates tax deductions for policy loan interest on COLI products issued on or after June 21, 1986. Medical stop-loss insurance is provided to protect the insured against significant adverse claims experience with respect to group medical coverage. Under a variety of stop-loss arrangements, the Company charges a premium in exchange for an obligation that it will absorb (or reimburse the employer or plan for) claims in excess of a stated amount on an aggregate or individual basis. Profitability in medical stop-loss arrangements depends upon the ability of the Company to accurately predict actual claim trends relative to expected trends, predict rates of medical cost inflation, and analyze the claim practices of the underlying plan. The individual annuities block of business is to be sold to American General under a reinsurance agreement signed on December 8, 1997, and the sale is expected to close in the second quarter of 1998. REINSURANCE The Company routinely reinsures portions of its business with other insurance companies. In a reinsurance transaction a reinsurer agrees to indemnify another insurer for part or all of its liability under a policy or policies it has issued for an agreed upon premium. The maximum amount of risk retained by the Company and not reinsured is $1 million on any individual life insured and $500,000 on individual accidental death insurance. The amount of risk retained by the Company on individual disability income products varies by policy type and year of issue. The Company also reinsures against catastrophic losses in the Employee Benefits segment. Since the ceding of reinsurance by the Company does not discharge its primary liability to the policyholder, the Company has control procedures with regard to reinsurance ceded. These procedures include the exchange and review of financial statements filed with regulatory authorities, exchange of Insurance Regulatory Information System results, review of ratings by A.M. Best Co., determination of states in which the reinsurer is licensed to do business, on-site visits before entering a contract to assess the operations and management of the reinsurer, consideration of the need for collateral, such as letters of credit, and audits of the Company's reinsurance activities by its Internal Audit staff. The Company also assumes reinsurance from other insurers. 13 RESERVES The applicable insurance laws under which insurance companies operate require that they report, as liabilities, policy reserves to meet future obligations on their outstanding policies. These reserves are the amounts which, with the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated to be sufficient to meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not be less than reserves calculated using certain specified mortality and morbidity tables, interest rates, and methods of valuation. The reserves reported in the Company's financial statements incorporated herein by reference are calculated based on generally accepted accounting principles ("GAAP") and differ from those specified by the laws of the various states and carried in the statutory financial statements of the life insurance subsidiaries. These differences arise from the use of mortality and morbidity tables and interest assumptions which are believed to be more representative of the actual business than those required for statutory accounting purposes and from differences in actuarial reserving methods. The consolidated statements of income include the annual change in reserves for future policy and contract benefits. The change reflects a normal accretion for premium payments and interest buildup and decreases for policy terminations such as lapses, deaths, and annuity benefit payments. In addition to reserves for future policy and contract benefits, the Company maintains a balance sheet liability for policyholders' funds. Policyholders' funds, as shown on the Company's consolidated statements of financial condition as of December 31, 1997, were $4,194.9 million. Of this amount, $1,603.6 million reflected the Company's outstanding GICs, the maturity of which is as follows (in millions): 1 year or less............................................ $ 830.8 Over 1 year but less than 2 years......................... 572.5 Over 2 years but less than 3 years........................ 167.9 Over 3 years.............................................. 32.4 -------- Total.................................................. $1,603.6 ========
In the third quarter of 1996, Paul Revere recorded a reserve strengthening of $380.0 million before income taxes. The reserve strengthening recorded was prompted by the results of a comprehensive study of the adequacy of its individual disability reserves under GAAP completed in October 1996. In connection with such reserve study, Paul Revere received an actuarial report from an independent actuarial firm, which report concluded that the net individual disability reserves of $2.2 billion reported by Paul Revere at September 30, 1996, which reflected the $380.0 million reserve strengthening 14 adjustment, were adequate on a GAAP basis, based on the assumptions reflected therein. Subsequently, Paul Revere completed, in cooperation with the Division of Insurance of the Commonwealth of Massachusetts (the Massachusetts Division of Insurance"), a comprehensive study of the adequacy of its statutory individual disability reserves, as a result of which Paul Revere's statutory reserves were increased by $144.0 million before income taxes. Pursuant to an agreement with the Company, dated as of April 29, 1996, Textron Inc. ("Textron"), then the largest shareholder of Paul Revere, contributed to Paul Revere $121.0 million, representing the amount of required statutory reserve increases, net of tax benefits. See "Risk Factors--Reserves". COMPETITION There is intense competition among insurance companies for the individual and group insurance products of the types sold by the Company. At the end of 1997, there were over 2,000 legal reserve life insurance companies in the United States, many offering one or more insurance products similar to those marketed by the Company. The Company's principal competitors in the employee benefits market include the largest insurance companies in the United States, many of which have substantially greater financial resources and larger staffs than the Company. In addition, in the individual life market, the Company competes with banks, investment advisers, mutual funds, and other financial entities for investment of savings and retirement funds in general. In the individual and group disability markets, the Company competes in the United States and Canada with a limited number of major companies and regionally with other companies offering specialty products. All areas of the employee benefits markets are highly competitive due to the yearly renewable term nature of the products and the large number of insurance companies offering products in this market. The Company competes with other companies in attracting and retaining independent agents and brokers to actively market its products. The principal competitive factors affecting the Company's business are price and quality of service. REGULATION The Company and its insurance subsidiaries are subject to detailed regulation and supervision in the jurisdictions in which each does business. With respect to the insurance subsidiaries, such regulation and supervision is primarily for the protection of policyholders rather than for the benefit of investors or creditors. Although the extent of such regulation varies, state 15 insurance laws generally establish supervisory agencies with broad administrative powers. These supervisory and administrative powers relate chiefly to the granting and revocation of the licenses to transact business, the licensing of agents, the approval of policy forms, reserve requirements, and the form and content of required financial statements. As to the type and amounts of its investments, the Company's insurance subsidiaries must meet the standards and tests promulgated by the insurance laws and regulations of Tennessee, Massachusetts, New York, Delaware, and certain other states in which they conduct business. The Company and its insurance subsidiaries are required to file various, usually quarterly and/or annual, financial statements and are subject to periodic and intermittent review with respect to their financial condition and other matters by the various departments having jurisdiction in the states in which they do business. The last such examination of the Provident insurance subsidiaries was completed on April 30, 1997, and covered operations for the five-year period ending December 31, 1995. The final report was issued in the second quarter of 1997 and no objections were raised by the reviewing authorities as a result of that examination. The field work related to the last financial examination of Paul Revere Life and Paul Revere Variable was completed on March 27, 1997, and covered the operations for the four-year period ending December 31, 1994. As a result of the examination, statutory reserves were increased by $35.0 million, which adjustment was reflected in the statutory financial statements of Paul Revere Life as of December 31, 1995. The scope of the examination was extended to include a review of the individual disability income reserves as of September 30, 1996. As a result of that review, which was completed on February 5, 1997, Paul Revere Life was required to increase its statutory reserves by $144.0 million on a pre-tax basis or $121.0 million on an after-tax basis. As a result of the reserve strengthening required, the former parent of Paul Revere Life made additional capital contributions totaling $121.0 million: $83.5 million was contributed in December 1996 and the balance of $37.5 million was contributed on February 5, 1997. Paul Revere Protective is currently undergoing a financial examination for the three-year period ending December 31, 1996. As of March 1, 1998, no issues or objections had been raised. The laws of the states of Tennessee, Massachusetts, New York, and Delaware require the registration of and periodic reporting by insurance companies domiciled within their jurisdiction which control or are controlled by other corporations or persons so as to constitute a holding company system. The Company is registered as a holding company system in Tennessee, Massachusetts, New York, and Delaware. The holding company statutes require periodic disclosure concerning stock ownership and prior approval of certain intercompany transactions within the holding company system. The Company may 16 from time to time be subject to regulation under the insurance and insurance holding company statutes of one or more additional states. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 33 of the Annual Report to Stockholders for the year ended December 31, 1997, incorporated herein by reference. The National Association of Insurance Commissioners ("NAIC") and insurance regulators are re-examining existing laws and regulations and their application to insurance companies. In particular, this re-examination has focused on insurance company investment and solvency issues and, in some instances, has resulted in new interpretations of existing law, the development of new laws, and the implementation of non-statutory guidelines. The NAIC has formed committees and appointed advisory groups to study and formulate regulatory proposals on such diverse issues as the use of surplus notes, accounting for reinsurance transactions, and the adoption of risk-based capital rules. The NAIC is currently in the process of recodifying statutory accounting practices, the result of which is expected to standardize prescribed statutory accounting practices. Accordingly, this project, which is expected to be completed in 1998, will likely change, to some extent, prescribed statutory accounting practices and may result in changes to the accounting practices that the Company's insurance subsidiaries use to prepare their statutory financial statements. RISK FACTORS - ------------ Any one or more of the following factors may cause the Company's actual results for various financial reporting periods to differ materially from those expressed in any forward looking statements made by or on behalf of the Company. RESERVES The Company maintains reserves for future policy benefits and unpaid claims expenses which include policy reserves and claim reserves established for its individual disability insurance, group insurance, and individual life insurance products. Policy reserves represent the portion of premiums received which are reserved to provide for future claims. Claim reserves are established for future payments not yet due on claims already incurred, primarily relating to individual disability and group disability insurance products. Reserves, whether calculated under GAAP or statutory accounting practices, do not represent an exact calculation of future benefit liabilities but are instead estimates made by the Company using actuarial and statistical procedures. There can be no assurance that any such reserves would be sufficient to fund future liabilities of the Company in all circumstances. Future loss development could require reserves to be increased, which would adversely affect earnings 17 in current and future periods. Adjustments to reserve amounts may be required in the event of changes from the assumptions regarding future morbidity (the incidence of claims and the rate of recovery, including the effects thereon of inflation and other societal and economic factors), persistency, mortality, and interest rates used in calculating the reserve amounts. CAPITAL ADEQUACY The capacity for an insurance company's growth in premiums is in part a function of its statutory surplus. Maintaining appropriate levels of statutory surplus, as measured by state insurance regulators, is considered important by state insurance regulatory authorities and the private agencies that rate insurers' claims-paying abilities and financial strength. Failure to maintain certain levels of statutory surplus could result in increased regulatory scrutiny, action by state regulatory authorities or a downgrade by the private rating agencies. Effective in 1993, the NAIC adopted a risk-based capital ("RBC") formula, which prescribes a system for assessing the adequacy of statutory capital and surplus for all life and health insurers. The basis of the system is a risk- based formula that applies prescribed factors to the various risk elements in a life and health insurer's business to report a minimum capital requirement proportional to the amount of risk assumed by the insurer. The life and health RBC formula is designed to measure annually (i) the risk of loss from asset defaults and asset value fluctuation, (ii) the risk of loss from adverse mortality and morbidity experience, (iii) the risk of loss from mismatching of asset and liability cash flow due to changing interest rates, and (iv) business risks. The formula is to be used as an early warning tool to identify companies that are potentially inadequately capitalized. The formula is intended to be used as a regulatory tool only and is not intended as a means to rank insurers generally. Based on computations made by the Company in accordance with the prescribed life and health RBC formula, each of the Company's life insurance subsidiaries exceeded the minimum capital requirements at December 31, 1997. During 1995 and 1996, the Massachusetts Division of Insurance conducted a quadrennial examination of Paul Revere Life and Paul Revere Variable for the period ended December 31, 1994. In connection with this examination, as well as in consideration of a comprehensive study undertaken by Paul Revere in 1995 and early 1996 of its statutory reserves, Paul Revere Life and Paul Revere Protective strengthened their individual disability statutory reserves by a combined total of $35.0 million and reflected this strengthening in the annual statutory financial statements for the year ended December 31, 1995. 18 During the third quarter of 1996, Paul Revere initiated a comprehensive study of the adequacy of its individual disability reserves under GAAP and under statutory accounting principles to consider experience through September 30, 1996. The results of such study prompted Paul Revere to strengthen its GAAP individual disability reserves by $380.0 million before taxes in the quarter ended September 30, 1996. The Massachusetts Division of Insurance subsequently updated its examination of Paul Revere's statutory reserves to review the results of Paul Revere's statutory reserve study, with the result that Paul Revere's statutory reserves were strengthened by $144.0 million before income taxes. In connection with the Paul Revere Merger, Textron, the principal stockholder of Paul Revere, contributed $121.0 million, representing the amount of the statutory reserve increases, net of tax benefits, as additional capital to Paul Revere prior to the effective time of the Paul Revere Merger. DISABILITY INSURANCE Disability insurance may be affected by a number of social, economic, governmental, competitive, and other factors. Changes in societal attitudes, work ethics, motivation, stability, and mores can significantly affect the demand for and underwriting results from disability products. Economic conditions affect not only the market for disability products, but also significantly affect the claims rates and length of claims. The climate and the nature of competition in disability insurance have also been markedly affected by the growth of Social Security, worker's compensation, and other governmental programs in the workplace. The nature of that portion of the Company's outstanding insurance business that consists of noncancelable disability policies, whereby the policy is guaranteed to be renewable through the life of the policy at a fixed premium, does not permit the Company to adjust its premiums on business in-force on account of changes resulting from such factors. Disability insurance products are important products for the Company. To the extent that disability products are adversely affected in the future as to sales or claims, the business or results of operations of the Company could be materially adversely affected. INDUSTRY FACTORS All of the Company's businesses are highly regulated and competitive. The Company's profitability is affected by a number of factors, including rate competition, frequency and severity of claims, lapse rates, government regulation, interest rates, and general business considerations. There are many insurance companies which actively compete with the Company in its lines of business, some of which are larger and have greater financial resources than the Company, and there is no assurance that the Company will be able to compete effectively against such companies in the future. 19 In recent years, some U.S. life insurance companies have faced claims, including class-action lawsuits, alleging various improper sales practices in the sales of certain types of life insurance products. These claims often relate to the selling of whole life and universal life policies that accumulate cash values which may be utilized to fund the cost of the insurance in later years of the policy. Due to subsequent reductions in dividends or interest credited or due to other factors, the cash values have not accumulated sufficiently to cover costs of insurance, resulting in the need for ongoing premium payments. Although never a principal product line for the Company or Paul Revere, both companies have sold a modest amount of interest sensitive whole life and universal life policies. Paul Revere Variable has been named as a defendant in a lawsuit filed in New Jersey state court related to the sale of certain universal life policies. The plaintiff in such lawsuit seeks to represent a national class of Paul Revere Variable policyholders. This case is in an early stage and has not been certified as a class action. In addition, Accident is a defendant in two lawsuits filed by individuals related to the sale of certain life insurance policies. The Company intends to defend all of the foregoing cases vigorously. There can be no assurance that any future claims relating to sales of such policies will not have a material adverse effect on the Company. EFFECT OF THE PAUL REVERE MERGER; INTEGRATION OF OPERATIONS The success of the Paul Revere Merger will be determined by various factors, including the financial performance of the combined company's operations and management's ability to realize expected cost savings through combining certain functions of both the Company and Paul Revere and restructuring the field organizations of both companies. The integration of the operations of Paul Revere and the Company may be negatively affected if, among other things, the proposed changes are not made, customers do not react positively to some of the planned changes intended to increase service or integrate the businesses of the two companies, unanticipated offsetting costs are incurred, or costs or difficulties related to the integration of the businesses of the Company and Paul Revere are greater than expected. There can be no assurance that the anticipated benefits of the Paul Revere Merger will be realized or that the Paul Revere Merger will not adversely affect the future operating results of the Company. 20 SELECTED DATA OF SEGMENTS The following table reflects for the indicated years selected financial data for the Company's segments.
1997 1996 1995 YEAR ENDED DECEMBER 31 --------- --------- --------- (IN MILLIONS OF DOLLARS) RECLASSIFIED ------------------- REVENUE (EXCLUDING NET REALIZED INVESTMENT GAINS AND LOSSES) Individual Life and Disability.................. $ 1,902.3 $ 1,025.0 $ 999.1 Employee Benefits............................... 883.7 555.5 520.3 Other Operations................................ 752.1 720.0 1,067.6 --------- --------- --------- Total........................................ $ 3,538.1 $ 2,300.5 $ 2,587.0 ========= ========= ========= INCOME BEFORE NET REALIZED INVESTMENT GAINS AND LOSSES AND FEDERAL INCOME TAXES Individual Life and Disability.................. $ 232.3 $ 115.4 $ 34.0 Employee Benefits............................... 63.3 46.1 32.2 Other Operations................................ 69.6 73.3 141.5 --------- --------- --------- Total........................................ $ 365.2 $ 234.8 $ 207.7 ========= ========= ========= REVENUE (INCLUDING NET REALIZED INVESTMENT GAINS AND LOSSES) Individual Life and Disability.................. $ 1,910.2 $ 1,033.0 $ 1,003.2 Employee Benefits............................... 887.3 555.5 524.2 Other Operations................................ 755.7 703.4 1,027.9 --------- --------- --------- Total........................................ $ 3,553.2 $ 2,291.9 $ 2,555.3 ========= ========= ========= INCOME BEFORE FEDERAL INCOME TAXES Individual Life and Disability.................. $ 240.2 $ 123.4 $ 38.1 Employee Benefits............................... 66.9 46.1 36.1 Other Operations................................ 73.2 56.7 101.8 --------- --------- --------- Total........................................ $ 380.3 $ 226.2 $ 176.0 ========= ========= ========= ASSETS Individual Life and Disability.................. $11,051.1 $ 5,735.0 $ 5,443.9 Employee Benefits............................... 2,145.2 1,490.0 1,407.8 Other Operations................................ 9,981.3 7,767.5 9,449.6 --------- --------- --------- Total........................................ $23,177.6 $14,992.5 $16,301.3 ========= ========= =========
Total revenue (excluding net realized investment gains and losses) includes premium income, net investment income, and other income. Total revenue (including net realized investment gains and losses) includes premium income, net investment income, net realized investment gains and losses, and other income. Assets have been allocated to the segments based upon identifiable liabilities and allocated stockholders' equity. Segment information for 1996 and 1995 has been reclassified to conform to current year reporting. The reclassification, which reflects the Company's current marketing and operational structure, did not change total Revenue, total Income Before Federal Income Taxes, or total Assets. Additional information regarding the operations of these segments may be found under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 26-35 of the Annual Report to Stockholders for the year ended December 31, 1997, incorporated herein by reference. 21 EMPLOYEES At March 1, 1998, the Company had approximately 4,039 full-time employees (excluding Genex), including approximately 1,819 at its headquarters in Chattanooga, Tennessee, and Genex had approximately 1,308 full time employees, including approximately 173 in its home office in Wayne, Pennsylvania. ITEM 2. PROPERTIES The Company's home office property consists of two connected office buildings totaling 840,000 square feet at 1 Fountain Square, Chattanooga, Tennessee. The office buildings and substantially all of the surrounding 25 acres of land, used primarily as parking lots, are owned by the Company in fee. With the acquisition of Paul Revere in 1997, the Company also has a large operations center and owns facilities in Worcester, Massachusetts comprised of two connected buildings totaling 438,000 gross square feet of office space and approximately 5.6 acres of land, used primarily as parking. In addition, approximately 72,000 square feet of space is leased in three buildings located in the Worcester area and 15,000 square feet of office space is leased in Springfield, Massachusetts. Total rents are approximately $1.5 million annually. The Company also leases other office space and minor storage space at approximately 65 locations in 33 states in the United States and 14 locations in 7 Canadian provinces for its sales and service force. The Company's real property lease payments for 1997 were approximately $9.7 million (net of rents received on subleased property). Management of the Company believes that the Company's properties and the properties which it leases are in good condition and are suitable and adequate for the Company's current business operations. ITEM 3. LEGAL PROCEEDINGS In the ordinary course of its business operations, the Company is involved in routine litigation with policyholders, beneficiaries, and others, and a number of such lawsuits were pending as of the date of this filing. In the opinion of management, the ultimate liability, if any, under these suits would not have a material adverse effect on the consolidated financial condition or the consolidated results of operations of the Company. An appeal of the decision of the Massachusetts Commissioner of Insurance approving the acquisition of control of the Paul Revere insurance subsidiaries domiciled in Massachusetts by the Company was filed by George E. Ginther and Niagara Financial Services, Inc. (the ''Petitioners''). Mr. Ginther appeared and testified at the hearing held in connection with such acquisition of control prior to the approval on March 24, 1997 by the Massachusetts Commissioner of Insurance. The appeal alleged that the findings in the decision were unsubstantiated by the evidence and that the statutory criteria for approval of the merger were not met. The appeal requested a trial de novo before a state court to determine if the merger meets the statutory criteria under Massachusetts law and requested that the application of the order 22 approving the merger be stayed and that the merger be ultimately disapproved or conditionally approved. The Company filed a motion to dismiss, and the Massachusetts lower court dismissed the appeal based upon the Petitioners' lack of standing. The Petitioners have appealed to the Massachusetts Supreme Judicial Court for review of the decision of the lower court. Oral argument on Petitioners' appeal took place on March 5, 1998. Although the Company believes the likelihood of Petitioners' success in the proceeding is remote, there can be no absolute assurance that the proceeding will not result in a decision that is materially adverse to the Company. Two alleged class action lawsuits have been filed in Superior Court in Worcester, Massachusetts against the Company--one purporting to represent all career agents of Paul Revere whose employment relationships ended on June 30, 1997 and were offered contracts to sell insurance policies as independent producers, and the other purporting to represent independent brokers who sold certain Paul Revere individual disability income policies with benefit riders. Motions have been filed by the Company to dismiss most of the counts in the complaints, which allege various breach of contract and statutory claims. To date no class has been certified in either lawsuit. The Company has strong defenses to both lawsuits and will vigorously defend its position and resist certification of the classes. In addition, the same plaintiff's attorney who has filed the purported class action lawsuits has filed 41 individual lawsuits on behalf of current and former Paul Revere sales managers alleging various breach of contract claims. The Company has strong defenses and will vigorously defend its position in these cases as well. Although the alleged class action lawsuits and the 41 individual lawsuits are in the early stages, management does not currently expect these suits to materially affect the financial position or results of operations of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 23 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required by this Item is included on page 72 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1997, under the caption "Common Stock Information" and is incorporated herein by reference. As of March 9, 1998, there were 1,581 holders of Common Stock and -0- holders of the Depositary Shares. For information on restrictions relating to the Company's insurance subsidiaries' ability to pay dividends to the Company see "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 33 and "Note 17 of the Notes to Consolidated Financial Statements" on page 70 of the Annual Report to Stockholders for the year ended December 31, 1997, incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information required by this Item is included on page 36 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1997, under the caption "Selected Financial Data" and is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this Item is included on pages 26 - 35 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1997, under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is included on pages 37-71 of the Registrant's Annual Report to Stockholders for the year ended December 31, 1997, under the captions "Report of Ernst & Young LLP, Independent Auditors," "Consolidated Statements of Financial Condition," "Consolidated Statements of Income," "Consolidated Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows," and "Notes to Consolidated Financial Statements," and is incorporated herein by reference. 24 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 25 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS The information required by this Item with respect to directors is included under the caption "Information Concerning the Nominees" of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held May 6, 1998, and is incorporated herein by reference. EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company, all of whom are also executive officers of its principal subsidiaries, were elected to serve in their respective offices for one year or until their successors are chosen and qualified. Name Age Position - ---- --- -------- J. Harold Chandler 48 Chairman, President, Chief Executive Officer, and Director Thomas R. Watjen 43 Vice Chairman and Chief Financial Officer, and Director Robert O. Best 48 Executive Vice President and Chief Information Officer/Client Services F. Dean Copeland 58 Executive Vice President and General Counsel Thomas B. Heys, Jr. 51 Executive Vice President, Institutional Sales Peter C. Madeja 39 Executive Vice President and President and CEO of GENEX Services, Inc. Jeffrey F. Olingy 48 Executive Vice President, Field Sales Management Ralph A. Rogers, Jr. 49 Senior Vice President and Treasurer Mr. Chandler became Chairman of the Company April 28, 1996, and President and Chief Executive Officer and a Director of the Company effective November 8, 1993. Immediately prior to his employment with the Company, he served as President of NationsBank Mid-Atlantic 26 Banking Group which includes the NationsBank and Maryland National Corporation entities in the District of Columbia, Maryland, and northern Virginia. He formerly served as President of the Citizens and Southern National Bank of South Carolina, a predecessor company of NationsBank. He is a director of AmSouth Bancorporation, Herman Miller, Inc., and Storage Technology. He is currently a member of the Board of Trustees of Wofford College. Mr. Watjen became Vice Chairman and Chief Financial Officer of the Company on March 26, 1997. He became Executive Vice President and Chief Financial Officer on July 1, 1994. Prior to joining the Company, he served as a Managing Director of the insurance practice of the investment banking firm, Morgan Stanley & Co., which he joined in 1987. Mr. Best became an Executive Vice President of the Company on May 7, 1997. He became Senior Vice President and Chief Information Officer of the Company on July 11, 1994. He was previously Senior Vice President and Chief Information Officer at UNUM, which he joined in 1993 following UNUM's acquisition of Colonial Life and Accident Insurance Company. At Colonial, he served as Vice President, Operations and Information Systems, until 1992 when he was named Executive Vice President. Mr. Copeland became Executive Vice President and General Counsel of the Company on May 12, 1997. Prior to joining the Company he had been a partner since 1972 in the law firm of Alston & Bird, where he concentrated on the financial services industry. Mr. Heys became an Executive Vice President of the Company on May 7, 1997. He became a Senior Vice President, Corporate Risk Management, of the Company in August 1994. He served as Vice President and Chief Officer of various operating departments from November 1990 until August 1994. Mr. Madeja became an Executive Vice President of the Company on May 7, 1997. He became Senior Vice President of the Company in February 1997 when the Company acquired Genex. He continues to serve as President and Chief Executive Officer of Genex, which he joined in 1982. Mr. Olingy became an Executive Vice President of the Company on May 7, 1997. He became Senior Vice President, Sales and Marketing, of the Company on April 3, 1996. Prior to joining the Company, he was a Retail Banking Director with Bank of Boston which he joined in 1993. He served as Executive Vice President of NationsBank from 1991 to 1993. Mr. Rogers became a Senior Vice President and Treasurer of the Company on May 7, 1997. Prior to this position he served as Vice President and Controller of the Company since 1984. 27 ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is included under the captions "Compensation of Directors" and "Executive Compensation" of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held May 6, 1998, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this Item is included under the caption "Beneficial Ownership of Company Securities" and under the caption "Security Ownership of Directors and Officers" of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held May 6, 1998, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this Item is included under the caption "Certain Transactions" of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held May 6, 1998, and is incorporated herein by reference. 28 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) List of Documents filed as part of this report (1) Financial Statements The following report and consolidated financial statements of Provident Companies, Inc. and Subsidiaries, included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1997, are incorporated by reference in Item 8: Report of Ernst and Young LLP, Independent Auditors Consolidated Statements of Financial Condition at December 31, 1997 and 1996 Consolidated Statements of Income for the three years ended December 31, 1997 Consolidated Statements of Stockholders' Equity for the three years ended December 31, 1997 Consolidated Statements of Cash Flows for the three years ended December 31, 1997 Notes to Consolidated Financial Statements (2) Schedules Supporting Financial Statements The following financial statement schedules of Provident Companies, Inc. and Subsidiaries are included in Item 14(d): Page ---- I. Summary of Investments - Other Than Investments in Related Parties (Consolidated) 34 II. Condensed Financial Information of Registrant 35 III. Supplementary Insurance Information (Consolidated) 39 IV. Reinsurance (Consolidated) 41 29 V. Valuation and Qualifying Accounts (Consolidated) 42 Schedules not referred to have been omitted as inapplicable or because they are not required by Regulation S-X. (3) Exhibits (2.1) Agreement and Plan of Share Exchange between Provident Companies, Inc. and Provident Life and Accident Insurance Company of America (incorporated by reference to Exhibit 2.1 of the Company's Form 10-K filed for fiscal year ended 1995). (2.2) Amended and Restated Agreement and Plan of Merger dated as of April 29, 1996 by and among Patriot Acquisition Corporation, The Paul Revere Corporation and the Company (including exhibits thereto), (incorporated by reference to Exhibit 2.1 of the Company's Form 10-Q and Form 10-Q/A filed for fiscal quarter ended September 30, 1996). (3.1) Amended and Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 of the Company's Form 10-K for fiscal year ended 1995, as amended by Certificate of Amendment). (3.2) Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Form 10-K filed for fiscal year ended 1995). (4.1) Form of Preferred Stock Certificate relating to the registration of 6,000,000 Depositary Shares each representing a one-sixth interest in a share the 8.10% Cumulative Preferred Stock of America (incorporated by reference to America's Registration Statement on Form S-3, Registration No. 33-5612). (4.2) Form of Depositary Agreement relating to the registration of 6,000,000 Depositary Shares each representing a one-sixth interest in a share the 8.10% Cumulative Preferred Stock of America (incorporated by reference to America's Registration Statement on Form S-3, Registration No. 33-5612). (4.3) Form of Depositary Receipt relating to the registration of 6,000,000 Depositary Shares each representing a one-sixth interest in a share the 8.10% Cumulative Preferred Stock of America (incorporated by reference to America's Registration Statement on Form S-3, Registration No. 33-5612). (4.4) Certificate of Amendment of Restated Charter relating to the registration of 6,000,000 Depositary Shares each representing a one- sixth interest in a share the 8.10% Cumulative Preferred Stock of America (incorporated by reference to Exhibit 3.1 of America's Form 10-K filed for the fiscal year ended December 31, 1992 and to America's Registration Statement on Form S-3, Registration No. 33- 5612). (4.5) Articles of Share Exchange (incorporated by reference to the Company's Form 10-K filed for fiscal year ended 1995). 30 (10.1) Reinsurance and Administration Agreement by and between Transamerica Occidental Life Insurance Company of Illinois and Accident dated March 18, 1987 (incorporated by reference to Exhibit 10.3 of Capital's Registration Statement on Form S-1, Registration No. 33- 17017). (10.2) Tax Indemnification and Guaranty Agreement by and among Transamerica Occidental, Transamerica Corporation and Accident dated March 18, 1987 (incorporated by reference to Exhibit 10.4 of Capital's Registration Statement on Form S-1, Registration No. 33-17017). (10.3) Asset and Stock Purchase Agreement by and between Healthsource and America and its subsidiaries dated December 21, 1994. (incorporated by reference to Exhibit 10.3 to America's Form 10-K filed for fiscal year ended December 31, 1995). (10.4) Annual Management Incentive Compensation Plan (MICP), adopted by stockholders May 4, 1994 (incorporated by reference to Exhibit 10.5 to America's Form 10-K filed for fiscal year ended December 31, 1994), and amended by stockholders May 1, 1996 (incorporated by reference to Exhibit 10.4 of Company's Form 10-K filed for fiscal year ended December 31, 1996) and as amended by stockholders May 7, 1997 (incorporated by reference to the Company's Proxy Statement for the Annual Meeting of Stockholders held May 7, 1997).* (10.5) Stock Option Plan, adopted by stockholders May 3, 1989, as amended by the Compensation Committee on January 10, 1990, and October 29, 1991 (incorporated by reference to Exhibit 10.6 to America's Form 10-K filed for the fiscal year 1991); and as amended by the Compensation Committee on March 17, 1992 and by the stockholders on May 6, 1992 (incorporated by reference to registrant's Form 10-K filed for the fiscal year ended December 31, 1992). Terminated effective December 31, 1993.* (10.6) Accident and Subsidiaries Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.8 of Capital's Registration Statement on Form S-1, Registration No. 33-17017).* (10.7) Form of Surplus Note, dated December 1, 1996, in the amount of $150 million executed by Accident in favor of the Company (incorporated by reference to Exhibit 10.7 of the Company's Form 10-K filed for the fiscal year ended December 31, 1996). (10.8) Reinsurance and Administration Agreement by and between Transamerica Occidental and Accident dated March 18, 1987 (incorporated by reference to Exhibit 10.15 to Capital's Registration Statement on Form S-1, Registration No. 33-17017). (10.9) Form of Severance Agreement offered to selected executive officers (incorporated by reference to Exhibit 10.14 to Capital's Form 10-K filed for fiscal year ended December 31, 1990), revised February 8, 1994 (incorporated by reference to Exhibit 10.14 to registrant's Form 10-K filed for fiscal year ended December 31, 1993). (10.10) Description of Compensation Plan for Non-Employee Directors (incorporated by reference to Amendment No. 1 to registrant's Form 10-K filed January 27, 1993 on Form 8), and amended by the 31 Board of Directors on February 8, 1994 (incorporated by reference to Exhibit 10.15 to America's Form 10-K filed for fiscal year ended December 31, 1993). (10.11) Stock Option Plan, originally adopted by stockholders May 5, 1993, as amended by stockholders on May 1, 1996 (incorporated by reference to Exhibit 10.2 of Company's Form 10-Q for fiscal quarter ended June 30, 1996) and as amended by stockholders on May 7, 1997 (incorporated by reference to the Company's Proxy Statement for the Annual Meeting of Stockholders held May 7, 1997).* (10.12) Employment contract between America and J. Harold Chandler, President and Chief Executive Officer, dated November 8, 1993 (incorporated by reference to Exhibit 10.17 to America's Form 10-K filed for fiscal year ended December 31, 1993).* (10.13) Employee Stock Purchase Plan (of 1995) adopted by stockholders June 13, 1995 (incorporated by reference to the Company's Form 10-K filed for fiscal year ended 1995).* (10.14) Credit Agreement between Provident and a consortium of financial institutions with The Chase Manhattan Bank as Administrative Agent, relating to revolving loan in the aggregate of $800 million maturing on July 30, 2001 (incorporated by reference to Exhibit 10.14 of the Company's Form 10-K filed for fiscal year ended December 1996). Terminated effective February 28, 1998. (10.15) Amended and Restated Common Stock Purchase Agreement between Provident Companies, Inc. and Zurich Insurance Company dated as of May 31, 1996 (incorporated by reference to Exhibit 10.15 of the Company's Form 10-K filed for fiscal year ended 1996). (10.16) Amended and Restated Relationship Agreement between Provident Companies, Inc. and Zurich Insurance Company dated as of May 31, 1996 (incorporated by reference to Exhibit 10.16 of the Company's Form 10- K filed for fiscal year ended 1996). (10.17) Amended and Restated Registration Rights Agreement between Provident Companies, Inc. and Zurich Insurance Company dated as of May 31, 1996 (incorporated by reference to Exhibit 10.17 of the Company's Form 10- K filed for fiscal year ended 1996). (11) Statement re computation of per share earnings (incorporated herein by reference to "Note 10 of the Notes to Consolidated Financial Statements" on page 63 of the Annual Report to Stockholders for the year ended December 31, 1997). (13) Portions of the Annual Report to Stockholders for year ended December 31, 1997, incorporated by reference as described in 32 Items 1, 5, 6, 7, 8, 10 and 14 hereof, which portions shall be deemed filed as a part hereof. (19) Previously unfiled documents filed herewith include Exhibit 13. (21) Subsidiaries of the Company. (23) Consent of Independent Auditors. (24) Powers of Attorney. (27) Financial Data Schedule. * Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 14(c) of Form 10-K. The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Commission upon request. (b) Reports on Form 8-K No reports were filed by the registrant during the fourth quarter of 1997. (c) Exhibits See "Item 14(a)(3)" above. (d) Financial Statement Schedules See "Item 14(a)(2)" above. 33 SCHEDULE I--SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES PROVIDENT COMPANIES, INC. AND SUBSIDIARIES December 31, 1997
Amount at which shown in the Fair statement of Type of Investment Cost Value financial position (in millions of dollars) - ------------------------------------------------------------------------------------------------------------------------------------ Available-for-Sale Fixed Maturity Securities: Bonds United States Government and Government Agencies and Authorities $ 336.6 $ 399.5 $ 399.5 States, Municipalities, and Political Subdivisions 13.6 14.8 14.8 Foreign Governments 526.3 636.2 636.2 Public Utilities 2,579.5 2,859.9 2,859.9 Mortgage-backed Securities 2,841.8 2,971.6 2,971.6 Convertible Bonds 143.6 154.7 154.7 All Other Corporate Bonds 8,915.7 9,851.7 9,851.7 Redeemable Preferred Stocks 134.3 146.7 146.7 -------------- -------------- -------------- Total 15,491.4 $ 17,035.1 17,035.1 -------------- ============= -------------- Held-to-Maturity Fixed Maturity Securities: Bonds United States Government and Government Agencies and Authorities 13.1 $ 15.7 13.1 States, Municipalities, and Political Subdivisions 2.9 3.1 2.9 Mortgage-backed Securities 276.9 300.6 276.9 All Other Corporate Bonds 13.9 17.2 13.9 -------------- -------------- -------------- Total 306.8 $ 336.6 306.8 -------------- ============== -------------- Equity Securities: Common Stocks 5.4 $ 5.3 5.3 Nonredeemable Preferred Stocks 5.7 4.7 4.7 -------------- -------------- -------------- Total 11.1 $ 10.0 10.0 -------------- ============== -------------- Mortgage Loans 18.8 17.8 * Investment Real Estate 110.0 87.1 * Policy Loans 1,983.9 1,983.9 Other Long-term Investments 22.6 22.6 Short-term Investments 57.5 57.5 -------------- -------------- $ 18,002.1 $ 19,520.8 ============== ==============
*Difference between cost and carrying value results from certain valuation allowances and other temporary declines in value. 34 SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT PROVIDENT COMPANIES, INC. (Parent Company) STATEMENTS OF FINANCIAL CONDITION
December 31 1997 1996 (in millions of dollars) ------------------------------ ASSETS Fixed Maturity Securities Available-for-Sale--at fair value (cost: $9.6; $9.6) $ 10.8 $ 10.3 Short-term Investments 13.3 121.5 Investment in Subsidiaries 3,720.0 1,659.9 Short-term Notes Receivable from Subsidiaries 36.6 7.1 Surplus Notes of Subsidiaries 250.0 150.0 Other Assets 36.9 11.1 --------- --------- Total Assets $ 4,067.6 $ 1,959.9 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Short-term Debt from Subsidiaries $ 24.7 $ - Long-term Debt 725.0 200.0 Other Liabilities 38.6 21.3 --------- --------- Total Liabilities 788.3 221.3 --------- --------- STOCKHOLDERS' EQUITY Preferred Stock 156.2 156.2 Common Stock 135.2 45.6 Additional Paid-in Capital 750.6 11.4 Net Unrealized Gain on Securities, net of deferred federal income taxes ($0.4; $0.2) 0.8 0.5 Net Unrealized Gain on Investment of Subsidiaries 602.8 85.2 Retained Earnings 1,635.2 1,439.7 Treasury Stock (1.5) - --------- --------- Total Stockholders' Equity 3,279.3 1,738.6 --------- --------- Total Liabilities and Stockholders' Equity $ 4,067.6 $ 1,959.9 ========= =========
See notes to condensed financial information. 35 SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED) PROVIDENT COMPANIES, INC. (Parent Company) STATEMENTS OF NET INCOME
Year Ended December 31 1997 1996 1995 (in millions of dollars) ---------------------------- Dividends from Subsidiaries $109.9 $ 52.6 $ - Interest from Subsidiaries 17.1 12.3 - Other Income 1.3 1.7 - ------ ------ ------ Total Revenue 128.3 66.6 - ------ ------ ------ Interest Expense on Debt 38.7 10.2 - Other Expenses 4.3 1.2 - ------ ------ ------ Total Expenses 43.0 11.4 - ------ ------ ------ Income Before Federal Income Taxes and Equity in Undistributed Earnings of Subsidiaries 85.3 55.2 - Federal Income Taxes (Credit) (7.3) 1.1 - ------ ------ ------ Income Before Equity in Undistributed Earnings of Subsidiaries 92.6 54.1 - Equity in Undistributed Earnings of Subsidiaries 154.7 91.5 115.6 ------ ------ ------ Net Income $247.3 $145.6 $115.6 ====== ====== ======
See notes to condensed financial information. 36 SCHEDULE II-CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED) PROVIDENT COMPANIES, INC. (Parent Company) STATEMENTS OF CASH FLOWS
Year Ended December 31 1997 1996 1995 (in millions of dollars) --------------------------------------- CASH PROVIDED BY OPERATING ACTIVITIES $ 105.8 $ 69.7 $ - -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Maturities of Fixed Maturity Securities - 0.2 - Net (Purchases) Sales of Short-term Investments 108.2 (120.8) - Acquisition of Business (860.3) - - Cash Distribution (to) from Subsidiaries (5.0) 100.0 - Short-term Notes Receivable from Subsidiaries (29.5) - - Surplus Notes Issued to Subsidiaries (100.0) (3.0) - Other (0.1) (2.7) - --------- -------- -------- CASH USED BY INVESTING ACTIVITIES (886.7) (26.3) - --------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Short-term Borrowings from Subsidiaries 24.7 - - Net Long-term Borrowings 425.9 - - Issuance of Common Stock 389.8 5.8 - Dividends Paid to Stockholders (60.0) (45.5) - Other 0.5 (3.6) - --------- -------- ------- CASH PROVIDED (USED) BY FINANCING ACTIVITIES 780.9 (43.3) - --------- -------- ------- INCREASE IN CASH $ 0.0 $ 0.1 $ - ========= ======== =======
See notes to condensed financial information. 37 SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED) PROVIDENT COMPANIES, INC. (Parent Company) NOTES TO CONDENSED FINANCIAL INFORMATION The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Provident Companies, Inc. and Subsidiaries. Corporate Reorganization Effective December 27, 1995, Provident Life and Accident Insurance Company of America completed a step in a corporate reorganization which created a new parent holding company, Provident Companies, Inc., a non-insurance holding company incorporated in Delaware. In accordance with the Plan of Share Exchange approved by shareholders at the 1995 annual meeting, each share of common stock of Provident Life and Accident Insurance Company of America was exchanged for a share of common stock of Provident Companies, Inc. Each depositary share of cumulative preferred stock of Provident Life and Accident Insurance Company of America was also exchanged for an equivalent depositary share of cumulative preferred stock of Provident Companies, Inc. In March 1996, Provident Life and Accident Insurance Company of America and Provident Life Capital Corporation were dissolved and their respective assets and liabilities were distributed to and assumed by Provident Companies, Inc. Assets transferred to the Company had a carrying value of approximately $187.3 million. Liabilities assumed by the Company in connection with the transfer totaled $205.0 million. 38 SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION PROVIDENT COMPANIES, INC. AND SUBSIDIARIES (CONTINUED FROM PRECEDING PAGE)
Benefits, Amortization Claims, of Deferred Net Losses and Policy Other Investment Settlement Acquisition Operating Premiums Segment Income (2) Expenses Costs Expenses Written (in millions of dollars) - ---------------------------------------------------------------------------------------------------------------------------- Year Ended December 31, 1997 Individual Life and Disability $ 589.8 $ 1,196.9 $ 62.8 $ 410.3 $ 1,207.9 Employee Benefits 130.3 573.1 9.2 238.1 280.0 Other Operations 634.6 588.1 2.4 92.0 64.3 ------------ -------------- --------- ---------- Total $ 1,354.7 $ 2,358.1 $ 74.4 $ 740.4 ============ ============== ========= ========== Year Ended December 31, 1996 (1) Individual Life and Disability $ 371.8 $ 680.9 $ 54.2 $ 174.5 $ 581.9 Employee Benefits 96.9 406.2 8.4 94.8 189.2 Other Operations 621.4 574.1 1.4 71.2 52.2 ------------ -------------- --------- ---------- Total $ 1,090.1 $ 1,661.2 $ 64.0 $ 340.5 ============ ============== ========= ========== Year Ended December 31, 1995 (1) Individual Life and Disability $ 341.6 $ 731.0 $ 57.4 $ 176.7 $ 583.9 Employee Benefits 90.4 394.1 12.0 82.0 178.0 Other Operations 789.3 779.5 1.6 145.0 145.3 ------------ -------------- --------- ---------- Total $ 1,221.3 $ 1,904.6 $ 71.0 $ 403.7 ============ ============== ========= ==========
(1) Segment information for 1996 and prior has been reclassified to conform to current year reporting. (2) Net investment income is allocated based upon segmentation. In other words, as cash flow from operations and assigned capital is generated by a segment, the cash is invested in assets with the appropriate characteristics for that segment's liabilities and operating structure. Thus, each segment has its own specifically identified assets and receives the investment income generated by those assets. 39 SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION PROVIDENT COMPANIES, INC. AND SUBSIDIARIES
Future Other Policy Policy Deferred Benefits, Claims Policy Losses, and Acquisition Claims, and Unearned Benefits Premium Segment Costs Loss Expenses Premiums Payable Revenue (in millions of dollars) - ---------------------------------------------------------------------------------------------------------------------- Year Ended December 31, 1997 Individual Life and Disability $ 290.1 $ 8,351.3 $ 186.4 $ 299.0 $ 1,286.6 Employee Benefits 57.8 1,290.6 3.4 164.7 671.9 Other Operations 15.0 3,359.2 2.9 67.5 95.2 ------------ -------------- --------- ---------- ------------- Total $ 362.9 $ 13,001.1 $ 192.7 $ 531.2 $ 2,053.7 ============ ============== ========= ========== ============= Year Ended December 31, 1996 (1) Individual Life and Disability $ 367.0 $ 4,229.5 $ 52.5 $ 178.8 $ 646.1 Employee Benefits 44.4 777.0 4.1 158.1 452.0 Other Operations 10.4 3,044.8 2.2 74.8 77.6 ------------ -------------- --------- ---------- ------------- Total $ 421.8 $ 8,051.3 $ 58.8 $ 411.7 $ 1,175.7 ============ ============== ========= ========== ============= Year Ended December 31, 1995 (1) Individual Life and Disability $ 647.4 Employee Benefits 423.7 Other Operations 180.8 ------------- Total $ 1,251.9 =============
(1) Segment information for 1996 and prior has been reclassified to conform to current year reporting. (CONTINUED ON FOLLOWING PAGE) 40 SCHEDULE IV--REINSURANCE PROVIDENT COMPANIES, INC. AND SUBSIDIARIES
Percentage Ceded Assumed Amount Gross to Other from Other Net Assumed Amount Companies Companies Amount to Net (in millions of dollars) - ------------------------------------------------------------------------------------------------------------- Year Ended December 31, 1997 Life Insurance in Force $137,924.6 $6,184.7 $416.2 $132,156.1 0.3 % ========== ======== ====== ========== ====== Premium Income: Individual Life and Disability $ 1,160.0 $ 40.6 $167.2 $ 1,286.6 13.0 % Employee Benefits 710.7 39.8 1.0 671.9 0.1 % Other Operations 279.0 190.0 6.2 95.2 6.5 % ---------- -------- ------ ---------- Total $ 2,149.7 $ 270.4 $174.4 $ 2,053.7 ========== ======== ====== ========== Year Ended December 31, 1996 Life Insurance in Force $102,227.5 $4,347.9 $437.0 $ 98,316.6 0.4 % ========== ======== ====== ========== ====== Premium Income: (1) Individual Life and Disability $ 659.0 $ 48.2 $ 35.3 $ 646.1 5.5 % Employee Benefits 467.6 16.1 0.5 452.0 0.1 % Other Operations 303.1 241.2 15.7 77.6 20.2 % ---------- -------- ------ ---------- Total $ 1,429.7 $ 305.5 $ 51.5 $ 1,175.7 ========== ======== ====== ========== Year Ended December 31, 1995 Life Insurance in Force $ 98,492.4 $4,258.5 $460.2 $ 94,694.1 0.5 % ========== ======== ====== ========== ====== Premium Income: (1) Individual Life and Disability $ 658.3 $ 47.8 $ 36.9 $ 647.4 5.7 % Employee Benefits 438.1 14.8 0.4 423.7 0.1 % Other Operations 352.4 186.6 15.0 180.8 8.3 % ---------- -------- ------ ---------- Total $ 1,448.8 $ 249.2 $ 52.3 $ 1,251.9 ========== ======== ====== ========== (1) Premium income has been reclassified for 1996 and prior to conform to current year reporting.
41 SCHEDULE V--VALUATION AND QUALIFYING ACCOUNTS PROVIDENT COMPANIES, INC. AND SUBSIDIARIES
Additions Deductions for Charged to Amounts Applied Balance at Realized to Specific Loan Balance at Beginning Investment at Time of Sale/ End of Description of Period Losses Foreclosure Period (in millions of dollars) - -------------------------------------------------------------------------------------------------- Year Ended December 31, 1997 Mortgage loan loss reserve $ 1.0 $ - $ - $ 1.0 Real estate reserve $21.5 $7.6 $ 6.2 $22.9 Year Ended December 31, 1996 Mortgage loan loss reserve $12.0 $ - $11.0 $ 1.0 Real estate reserve $19.1 $2.4 $ - $21.5 Year Ended December 31, 1995 Mortgage loan loss reserve $49.0 $3.0 $40.0 $12.0 Real estate reserve $18.3 $0.8 $ - $19.1
42 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 26, 1998 PROVIDENT COMPANIES, INC. (Registrant) By: /s/ J. Harold Chandler ----------------------------- J. Harold Chandler Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 26, 1998. /s/ J. Harold Chandler - ------------------------------------- J. Harold Chandler Chairman, President and Chief Executive Officer and a Director (Principal Executive Officer) /s/ Thomas R. Watjen /s/Ralph A. Rogers, Jr. - --------------------- ----------------------------------- Thomas R. Watjen Ralph A. Rogers, Jr. Vice Chairman, and Chief Senior Vice President and Treasurer Financial Officer and a Director Signature Title --------- ----- * _____________________________________________Director WILLIAM L. ARMSTRONG * _____________________________________________Director WILLIAM H. BOLINDER (REMAINDER ON FOLLOWING PAGE) 43 (REMAINDER ON PRECEDING PAGE) * _____________________________________________Director STEVEN M. GLUCKSTERN * _____________________________________________Director CHARLOTTE M. HEFFNER * _____________________________________________Director HUGH B. JACKS * _____________________________________________Director WILLIAM B. JOHNSON * _____________________________________________Director HUGH O. MACLELLAN, JR. * _____________________________________________Director A.S. MACMILLAN * _____________________________________________Director C. WILLIAM POLLARD * _____________________________________________Director SCOTT L. PROBASCO, JR. * _____________________________________________Director STEVEN S REINEMUND * _____________________________________________Director BURTON E. SORENSEN *By: /s/ Susan N. Roth For all of the Directors ----------------------- Susan N. Roth Attorney-in-Fact 44 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS to FORM 10-K PROVIDENT COMPANIES, INC. 45 INDEX OF EXHIBITS EXHIBIT PAGE ------- ---- (13) Portions of the Annual Report to Stockholders for year ended December 31, 1997............................ 48 (21) Subsidiaries of the Company................................. 117 (23) Consent of Independent Auditors............................. 118 (24) Powers of Attorney.......................................... 121 All other Exhibits are incorporated by reference as explained in the list in Item 14(a)(3). 46 EX-13 2 PORTIONS OF THE ANNUAL REPORT INC. BY REFERENCE Exhibit (13) Portions of the Annual Report to Stockholders for year ended December 31, 1997 (attached) 47 CONSOLIDATED STATEMENTS OF INCOME BY SEGMENT
Year Ended December 31 1997 1996(1) 1995(1) -------- ------- ------- (in millions of dollars) Premium Income Individual Life and Disability $1,286.6 $ 646.1 $ 647.4 Employee Benefits 671.9 452.0 423.7 Other Operations 95.2 77.6 180.8 ---- ---- ----- 2,053.7 1,175.7 1,251.9 Net Investment Income and Other Income Individual Life and Disability 615.7 378.9 351.7 Employee Benefits 211.8 103.5 96.6 Other Operations 656.9 642.4 886.8 ----- ----- ----- 1,484.4 1,124.8 1,335.1 Total Revenue (Excluding Net Realized Investment Gains and Losses) Individual Life and Disability 1,902.3 1,025.0 999.1 Employee Benefits 883.7 555.5 520.3 Other Operations 752.1 720.0 1,067.6 ----- ----- ------- 3,538.1 2,300.5 2,587.0 Benefits and Expenses Individual Life and Disability 1,670.0 909.6 965.1 Employee Benefits 820.4 509.4 488.1 Other Operations 682.5 646.7 926.1 ----- ----- ----- 3,172.9 2,065.7 2,379.3 Income Before Net Realized Investment Gains and Losses and Federal Income Taxes Individual Life and Disability 232.3 115.4 34.0 Employee Benefits 63.3 46.1 32.2 Other Operations 69.6 73.3 141.5 ---- ---- ----- 365.2 234.8 207.7 Net Realized Investment Gains(Losses) 15.1 (8.6) (31.7) ---- ----- ------ Income Before Federal Income Taxes 380.3 226.2 176.0 Federal Income Taxes 133.0 80.6 60.4 ------ ------ ------ Net Income $247.3 $145.6 $115.6 ====== ====== ====== (1) Results by segment for 1996 and 1995 have been reclassified to conform to current year reporting.
48 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction - ------------ The Company acquired GENEX Services, Inc. ("GENEX") and The Paul Revere Corporation ("Paul Revere") on February 28, 1997, and March 27, 1997, respectively. The financial information contained herein includes the accounts and operating results of GENEX and Paul Revere from the respective dates of acquisition. Since GENEX and Paul Revere are reflected in the results for 1997 and not 1996 or 1995, the difference in comparability of the years is frequently attributed to that fact. Effective with year-end 1997, the Company has changed its reporting segments to reflect the lines of business the Company will continue to focus on for growth in the future. The segments as they have been historically constituted and as they will be constituted in the future are shown in the table below.
SEGMENTS HISTORICAL STRUCTURE REVISED STRUCTURE -------- -------------------- ----------------- INDIVIDUAL LIFE AND DISABILITY: Individual Disability Income Individual Disability Income Individual Life Individual Life Individual Annuities Excess Risk Reinsurance EMPLOYEE BENEFITS: Voluntary Benefits Voluntary Benefits Group Life Group Life Group Disability Group Disability Affinity Groups Affinity Groups Medical Stop-Loss GENEX GENEX OTHER OPERATIONS: Corporate-Owned Life Corporate-Owned Life Group Pension Group Pension Medical and Dental Medical and Dental Excess Risk Reinsurance Individual Annuities Medical Stop-Loss
Operating Results: - ----------------- Revenue excluding net realized investment gains and losses (hereinafter "revenue") increased $1.24 billion, or 53.8 percent, to $3.54 billion in 1997 from $2.30 billion in 1996. Revenue includes premium income, net investment income, and other income. This increase resulted from increased revenue in the Individual Life and Disability segment ($877.3 million), 49 Employee Benefits segment ($328.2 million), and Other Operations segment ($32.1 million). In 1996, revenue declined $286.5 million, or 11.1 percent, to $2.30 billion from $2.59 billion in 1995. This decline resulted from decreased revenue in the Other Operations segment ($347.6 million). This decline was partly offset by increased revenue in the Individual Life and Disability segment ($25.9 million) and Employee Benefits segment ($35.2 million). Income before net realized investment gains and losses and federal income taxes (hereinafter "income") increased $130.4 million or 55.5 percent, to $365.2 million in 1997 from $234.8 million in 1996. This increase resulted from higher income in the Individual Life and Disability segment ($116.9 million) and Employee Benefits segment ($17.2 million). These increases were partly offset by decreased income in the Other Operations segment ($3.7 million). In 1996, income increased $27.1 million, or 13.0 percent, to $234.8 million from $207.7 million in 1995. The increase resulted from higher income in the Individual Life and Disability segment ($81.4 million) and Employee Benefits segment ($13.9 million). These increases were partly offset by decreased income in the Other Operations segment ($68.2 million). Net income totaled $247.3 million in 1997, compared to $145.6 million in 1996 and $115.6 million in 1995. Net realized investment gains after federal income taxes were $9.8 million in 1997 compared to losses of $5.4 million in 1996 and $20.7 million in 1995. 50 Individual Life and Disability Operating Results - ------------------------------------------------ INDIVIDUAL LIFE AND DISABILITY OPERATING RESULTS
Year Ended December 31 1997 1996(1) 1995(1) --------- -------- -------- (in millions of dollars) Revenue Excluding Net Realized Investment Gains Premium Income Individual Disability Income $1,207.7 $582.8 $584.5 Individual Life 78.9 63.3 62.9 -------- ------- ------- Total Premium Income 1,286.6 646.1 647.4 Net Investment Income 589.8 371.8 341.6 Other Income 25.9 7.1 10.1 -------- ------- ------- Total 1,902.3 1,025.0 999.1 -------- ------- ------- Benefits and Expenses Policy and Contract Benefits 771.6 459.6 425.9 Change in Reserves for Future Policy and Contract Benefits and Policyholders' Funds 425.3 221.3 305.1 Amortization of Deferred Policy Acquisition Costs 62.8 54.2 57.4 Other Expenses 410.3 174.5 176.7 -------- ------- ------- Total 1,670.0 909.6 965.1 -------- ------- ------- Income Before Net Realized Investment Gains and FIT 232.3 115.4 34.0 Net Realized Investment Gains 7.9 8.0 4.1 -------- ------- ------- Income Before FIT $240.2 $123.4 $38.1 ======== ======= ======= Sales - Annualized New Premiums Individual Disability Income $103.9 $45.1 $55.2 Individual Life $9.6 $6.7 $7.1
(1) Results for 1996 and 1995 have been reclassified to conform to current year reporting. 51 Revenue in the Individual Life and Disability segment increased $877.3 million, or 85.6 percent, to $1,902.3 million in 1997 from $1,025.0 million in 1996. The increase was primarily the result of the acquisition of Paul Revere, which contributed $851.9 million of revenue to this segment in 1997. Premium income in this segment increased $640.5 million, or 99.1 percent, to $1,286.6 million in 1997 from $646.1 million in 1996. The increase was primarily the result of the acquisition of Paul Revere, which contributed $636.5 million of premium income to this segment in 1997. Within this segment, revenue in the individual disability income line of business increased $840.1 million, or 94.1 percent, to $1,733.1 million in 1997 from $893.0 million in 1996. Revenue in the individual life line of business increased $37.2 million, or 28.2 percent, to $169.2 million in 1997 from $132.0 million in 1996. Both of these lines of business benefited from the Paul Revere acquisition. In 1996, revenue in this segment increased $25.9 million, or 2.6 percent, to $1,025.0 million from $999.1 million in 1995. Net investment income increased $30.2 million, or 8.8 percent, to $371.8 million in 1996 from $341.6 million in 1995. This increase was primarily the result of an increased allocation of capital to the individual disability income line of business. Premium income in this segment declined $1.3 million or 0.2 percent, to $646.1 million in 1996 from $647.4 million in 1995. In the individual disability income line of business, premium income declined $1.7 million, or 0.3 percent, to $582.8 million in 1996 from $584.5 million in 1995. In the individual life line of business, premium income increased $0.4 million, or 0.6 percent, to $63.3 million in 1996 from $62.9 million in 1995. In November 1994, the Company announced its intention to discontinue selling individual noncancelable disability contracts with long-term own- occupation provisions (other than conversion policies available under existing contractual arrangements). Similarly, the Company has begun phasing out the sale by the Paul Revere insurance subsidiaries of individual noncancelable disability policies with long-term own-occupation provisions. The Company is focusing on replacing the traditional noncancelable long-term own-occupation contracts with "loss of earnings" contracts which insure income rather 52 than occupation. During the ongoing transition to new products, the Company continues to offer traditional contracts, which are generally being repriced and modified until they are replaced. Following the discontinuation of sales by the Provident insurance subsidiaries of these traditional individual noncancelable disability contracts, the Company in general experienced a decline in annualized new premiums through the first quarter of 1996. In the remaining quarters of 1996 sales were generally flat from quarter to quarter. In 1997, sales declined compared to the previous year, reflecting the disruption associated with the consolidation of the Company's and Paul Revere's sales offices, realignment of the field sales force, and the continued product transition which involves both repriced and modified traditional noncancelable own-occupation contracts, as well as additional loss of earnings contracts which are priced based on coverages provided. Revenue is not expected to be significantly impacted by the transition in products due to continued favorable persistency. The magnitude and duration of the decline in sales, such as that experienced during 1997, are dependent on the response of customers and competitors in the industry. Income in the Individual Life and Disability segment increased $116.9 million, or 101.3 percent, to $232.3 million in 1997 from $115.4 million in 1996. This increase is primarily due to the acquisition of Paul Revere and improved results in the Company's individual disability income line of business. In this line, income increased $112.3 million, or 123.0 percent, to $203.6 million in 1997 from $91.3 million in 1996. This improvement is primarily due to the acquisition of Paul Revere and a higher level of net claim resolutions. Management believes the substantial investment in the individual disability claims management process since the first quarter of 1995 helped produce the improvement that has occurred in this line over the past two years. The major elements of this investment include an emphasis on early intervention to better respond to the specific nature of the claims, increased specialization to 53 properly adjudicate the increasingly specialized nature of disability claims, and an increased level of staffing with experienced claim adjusters. The individual life line of business produced income of $28.7 million in 1997, an increase of $4.6 million, or 19.1 percent, over the $24.1 million in 1996. The increase is the result of the acquisition of Paul Revere. In 1996, income in this segment increased $81.4 million, or 239.4 percent, to $115.4 million from $34.0 million in 1995. In the individual disability income line, income increased $78.2 million to $91.3 million in 1996 from $13.1 million in 1995. This significant improvement is primarily due to a lower level of new claims in the third and fourth quarters of 1996 along with higher levels of claim resolutions, resulting from the substantial investment in the individual disability claims management process. In addition, net investment income in this line increased due to a higher allocation of capital to this line of business. Income in the individual life line of business increased $3.2 million, or 15.3 percent, to $24.1 million in 1996 from $20.9 million in 1995. The Company performed a loss recognition study on its individual disability income business as of September 30, 1993. The study resulted in a $423.0 million pre-tax or $275.0 million after-tax charge to operating earnings. The charge was required under generally accepted accounting principles ("GAAP") due to the significant decline in interest rates in 1993 and the increased level of morbidity experienced by the Company. Since 1993, the Company has performed annual reserve adequacy studies to determine the continued adequacy of the reserves that were established. Based upon the December 1997 reserve adequacy study, which incorporated management's best estimate for the assumptions used, reserves were adequate at December 31, 1997. The Company continually studies and refines its methodology for analyzing frequency and severity rates, as well as other factors that may affect reserve adequacy. Management intends to continue to work to provide the Company with a better 54 methodology for anticipating changes in morbidity rates and a better methodology for reflecting those changes in the management of its business. Significant testing of any methodology must be undertaken. Current indicators suggest a sufficiency in the Company's reserves. It is not possible to predict with certainty whether morbidity, interest rates, and expenses will continue at a level consistent with the assumptions used in the loss recognition study, improve, or deteriorate; however, the current assumptions as to these factors represent management's best estimates in light of present circumstances. Additional increases to reserves would be required if there is a material deterioration in morbidity, interest rates, and/or expenses. Employee Benefits Operating Results - ----------------------------------- Revenue in the Employee Benefits segment increased $328.2 million, or 59.1 percent, to $883.7 million in 1997 from $555.5 million in 1996. This increase was primarily the result of an increase in premium income in this segment of $219.9 million, or 48.7 percent, to $671.9 million in 1997 from $452.0 million in 1996. The increase was primarily the result of the acquisition of Paul Revere, which added to premium income in the group life and group disability lines of business. In 1997, Paul Revere added $211.4 million to premium income and $241.3 million to revenue. GENEX contributed $72.3 million of revenue in 1997 subsequent to its acquisition. In 1996, revenue in this segment increased $35.2 million, or 6.8 percent, to $555.5 million from $520.3 million in 1995. This increase is primarily due to higher premium income which increased $28.3 million, or 6.7 percent, to $452.0 million in 1996 from $423.7 million in 1995. Each line of business in this segment produced increased premium income in 1996 compared to 1995. Net investment income in this segment increased $6.5 million, or 7.2 percent, to $96.9 million in 1996 from $90.4 million in 1995. 55 EMPLOYEE BENEFITS OPERATING RESULTS
Year Ended December 31 1997 1996(1) 1995(1) ------- ------- ------- (in millions of dollars) Revenue Excluding Net Realized Investment Gains Premium Income Voluntary Benefits $79.3 $70.6 $66.3 Group Life 265.8 190.6 175.9 Group Disability 249.1 89.5 84.9 Affinity Groups 77.7 101.3 96.6 -------- ------- ------- Total Premium Income 671.9 452.0 423.7 Net Investment Income 130.3 96.9 90.4 Other Income 81.5 6.6 6.2 -------- ------- ------- Total 883.7 555.5 520.3 -------- ------- ------- Benefits and Expenses Policy and Contract Benefits 486.7 332.5 346.0 Change in Reserves for Future Policy and Contract Benefits and Policyholders' Funds 86.4 73.7 48.1 Amortization of Deferred Policy Acquisition Costs 9.2 8.4 12.0 Other Expenses 238.1 94.8 82.0 -------- ------- ------- Total 820.4 509.4 488.1 -------- ------- ------- Income Before Net Realized Investment Gains and FIT 63.3 46.1 32.2 Net Realized Investment Gains 3.6 - 3.9 -------- ------- ------- Income Before FIT $66.9 $46.1 $36.1 ======== ======= ======= Sales - Annualized New Premiums Voluntary Benefits $28.7 $23.0 $20.2 Group Life $55.2 $37.8 $24.2 Group Disability $70.9 $16.5 $10.7
(1) Results for 1996 and 1995 have been reclassified to conform to current year reporting. 56 Income in the Employee Benefits segment increased $17.2 million, or 37.3 percent, to $63.3 million in 1997 from $46.1 million in 1996. This increase was primarily due to increased income in the group disability line of business, which increased $11.5 million to $15.6 million in 1997 from $4.1 million in 1996. This increase was primarily due to the acquisition of Paul Revere. Also within this segment, income in the affinity groups line increased $5.5 million to $9.5 million in 1997 from $4.0 million in 1996. Income in the voluntary benefits line improved $0.4 million, or 2.7 percent, to $15.1 million in 1997 from $14.7 million in 1996. GENEX produced $2.0 million of income in this segment in 1997. Partly offsetting these increases was a decline in income in the group life line, which decreased $2.2 million, or 9.4 percent, to $21.1 million in 1997 from $23.3 million in 1996. In 1996, income in this segment increased $13.9 million, or 43.2 percent, to $46.1 million from $32.2 million in 1995. This increase is primarily due to improved results in the voluntary benefits and group disability lines of business. Income in the voluntary benefits line increased to $14.7 million in 1996 from $7.9 million in 1995. Income in the group disability line was $4.1 million in 1996, compared to a loss of $11.3 million in 1995. Both lines benefited from improved profitability following repricing actions in 1995. The improvement in income in these lines of business was partly offset by lower income in the group life and affinity groups lines of business. 57 Other Operations Operating Results - ---------------------------------- OTHER OPERATIONS OPERATING RESULTS
Year Ended December 31 1997 1996(1) 1995(1) ------- ------- ------- (in millions of dollars) Revenue Excluding Net Realized Investment Gains and Losses Premium Income Corporate-Owned Life $24.5 $23.6 $24.8 Group Pension 1.9 1.9 0.5 Medical Stop-Loss 37.0 49.4 62.2 Other (Includes Medical and Dental) 31.8 2.7 93.3 -------- -------- -------- Total Premium Income 95.2 77.6 180.8 Net Investment Income 634.6 621.4 789.3 Gain on Sale of Group Medical Business -- -- 21.8 Other Income 22.3 21.0 75.7 -------- -------- -------- Total 752.1 720.0 1,067.6 -------- -------- -------- Benefits and Expenses Policy and Contract Benefits 429.5 424.4 647.8 Change in Reserves for Future Policy and Contract Benefits and Policyholders' Funds 158.6 149.7 131.7 Other Expenses 94.4 72.6 146.6 -------- -------- -------- Total 682.5 646.7 926.1 -------- -------- -------- Income Before Net Realized Investment Gains and Losses and FIT 69.6 73.3 141.5 Net Realized Investment Gains (Losses) 3.6 (16.6) (39.7) -------- -------- -------- Income Before FIT $73.2 $56.7 $101.8 ======== ======== ======== Funds Under Management and Equivalents at End of Year Individual Annuities $2,345.2 $278.7 $260.1 Group Pension Single Premium Annuities $1,199.1 $1,188.1 $1,197.8 Traditional GICs $1,603.6 $3,204.3 $4,838.0 Synthetic GICs $97.8 $2,176.6 $2,571.9 Other $353.5 $373.0 $447.2
(1) Results for 1996 and 1995 have been reclassified to conform to current year reporting. 58 On December 8, 1997, the Company entered into a definitive agreement to sell its in-force individual and tax-sheltered annuity business to various affiliates of American General Corporation ("American General"). The Company and American General also entered into a preliminary agreement whereby American General will market the Company's individual disability products and the Company will market American General's individual annuity products. The in-force business being sold consists primarily of individual fixed annuities and tax- sheltered annuities in Provident Life and Accident Insurance Company ("Accident"), Provident National Assurance Company ("National"), The Paul Revere Life Insurance Company ("Paul Revere Life"), The Paul Revere Variable Annuity Insurance Company ("Paul Revere Variable"), and The Paul Revere Protective Life Insurance Company ("Paul Revere Protective"). In addition, American General is acquiring a number of miscellaneous group pension lines of business sold in the 1970's and 1980's which are no longer actively marketed. The sale does not include the Company's block of traditional GICs or group single premium annuities, which will continue in a run-off mode. In consideration for the transfer of the annuity reserves, American General is paying the Company a ceding commission of approximately $58.0 million. The annuities being sold to American General represent approximately $2.4 billion of statutory reserves. The transaction, which is subject to requisite regulatory approvals and certain other conditions, is expected to close in the second quarter of 1998. On June 30, 1997, the Company announced that it had entered into a marketing agreement with Ameritas Life Insurance Corporation ("Ameritas") whereby Provident will market Ameritas' dental products. The two companies also entered into an agreement that involved the transition of the Company's block of dental insurance to Ameritas. The dental block, which was acquired in the Paul Revere acquisition, produced $48.3 million in premium income in 1996 and $39.2 million in 1997. The full transition of the dental business to Ameritas was completed in November 1997. Revenue in the Other Operations segment increased $32.1 million, or 4.5 percent, to $752.1 million in 1997 from $720.0 million in 1996. This increase is primarily the result of the acquisition of Paul Revere, which added $150.4 million of revenue in 1997, including $119.1 million of revenue in the 59 individual annuities line of business. This increase was partly offset by a decline in funds under management resulting from the discontinuation of the sale of products in the group pension line of business. Revenue in this line of business declined $107.8 million to $300.6 million in 1997 from $408.4 million in 1996. Revenue in the corporate-owned life insurance line of business increased by $9.0 million, or 4.5 percent, to $210.3 million in 1997 from $201.3 million in 1996, primarily due to increased net investment income. In 1996, revenue in this segment declined $347.6 million, or 32.6 percent, to $720.0 million from $1,067.6 million in 1995. This decline was partially due to the sale of the medical services line of business, which, prior to its sale on April 30, 1995, contributed operating revenue of $146.1 million and a gain from the sale of the business of $21.8 million. In addition, revenue in the group pension line of business declined $177.2 million, or 30.3 percent, to $408.4 million in 1996 from $585.6 million in 1995 due to a decrease in funds under management resulting from the strategic decision to discontinue the sale of traditional GICs. Premium income in this segment declined $103.2 million, or 57.1 percent, to $77.6 million in 1996 from $180.8 million in 1995. This decline is primarily due to the sale of the medical services line of business, which produced $90.9 million of premium income prior to its sale in the second quarter of 1995. The Company announced in December 1994, that it would discontinue the sale of traditional GICs. Funds under management for the group pension line, excluding deposits for synthetic GICs, totaled $3.16 billion at December 31, 1997, compared to $4.77 billion at December 31, 1996, and $6.48 billion at December 31, 1995. Also, in keeping with management's strategic desire to focus its resources in the other two segments, the Company decided to discontinue the sale of synthetic GICs and has sold this block of business through an assumptive reinsurance transaction. The last of these contracts was transferred in 60 January 1998. Synthetic GIC funds totaled $97.8 million at December 31, 1997, $2.18 billion at December 31, 1996, and $2.57 billion at December 31, 1995. Management expects that revenue in 1998 from this segment will decline from the levels recorded in 1997 as the funds under management decline and the sale of the individual annuities line of business is completed. Income in the Other Operations segment declined $3.7 million, or 5.0 percent, to $69.6 million in 1997 from $73.3 million in 1996. This decline is primarily the result of lower income in the group pension line of business, which produced income of $35.3 million in 1997, a decline of $12.3 million, or 25.8 percent, from $47.6 million in 1996. The decline is primarily due to lower funds under management. The medical stop-loss line also produced lower income in 1997, declining $3.6 million, or 35.3 percent, to $6.6 million in 1997 from $10.2 million in 1996. These declines were partly offset by higher income in the individual annuities line of business, which increased primarily due to the acquisition of Paul Revere. Income in this line was $17.9 million in 1997 compared to $1.9 million in 1996. Interest expense on long-term debt totaled $38.7 million in 1997, compared to $12.4 million in 1996. In 1996, income in this segment declined $68.2 million, or 48.2 percent, to $73.3 million from $141.5 million in 1995. This decline was partially due to the sale of the medical services lines of business, which produced operating income of $3.2 million and a gain from the sale of $21.8 million during 1995. In addition, the decline in this segment was due to lower income in the group pension line of business, which declined $26.1 million, or 35.4 percent, to $47.6 million in 1996 from $73.7 million in 1995. The decline in this line was primarily the result of lower funds under management and lower income from a reduced amount of capital allocated to this line. Income from the corporate- owned life insurance line of business declined slightly to $19.7 million in 1996 from $20.5 million in 1995. Income from the medical stop-loss line of business declined $6.2 61 million, or 37.8 percent, to $10.2 million in 1996 from $16.4 million in 1995. Liquidity and Capital Resources - ------------------------------- On March 27, 1997, the Company consummated the acquisition of Paul Revere ("Paul Revere Merger"). The Paul Revere Merger was financed through common equity issuance to Zurich Insurance Company, a Swiss insurer, and its affiliates, common equity issuance and cash to Paul Revere stockholders, debt, and internally generated funds. The debt financing was provided through an $800.0 million revolving bank credit facility with various domestic and international banks. The revolving bank credit facility was established in 1996 to provide partial financing for the purchase of Paul Revere and GENEX, to refinance the existing bank term notes of $200.0 million, and for general corporate uses. At December 31, 1997 and 1996, outstanding borrowings under the revolving bank credit facility were $725.0 million and $200.0 million, respectively. The revolving bank credit facility was repaid on February 24, 1998. The Company redeemed its outstanding 8.10% cumulative preferred stock, which had an aggregate value of $156.2 million, on February 24, 1998. The debt repayment and preferred stock redemption were funded through short-term borrowings. In May 1997, the Securities and Exchange Commission declared effective a shelf registration statement pursuant to which the Company may issue up to $900.0 million in debt and/or equity securities. On March 16, 1998, the Company completed a public offering of $200.0 million of 7.25% senior notes due March 15, 2028. On March 16, 1998, Provident Financing Trust I, a subsidiary trust of the Company, issued $300.0 million of 7.405% capital securities in a public offering. These capital securities, which mature on March 15, 2038, are fully and unconditionally guaranteed by the Company, have a liquidation value of $1,000 per capital security, and have a mandatory redemption feature under certain circumstances. The Company issued 7.405% junior subordinated deferrable interest debentures 62 which mature on March 15, 2038, to the subsidiary trust in connection with the capital securities offering. The Company has $400.0 million available for debt and/or equity securities under its shelf registration statement following the issuance of the senior notes and the capital securities. In March 1998, the Company entered into a commitment letter for a $150.0 million five-year revolving credit facility and a $150.0 million 364-day revolving credit facility with various domestic and international banks. The purpose of the facility is for general corporate uses. The Company believes the cash flow from its operations will be sufficient to meet its operating and financing cash flow requirements. Periodically, the Company may issue debt or equity securities to fund internal expansion, acquisitions, investment opportunities, and the retirement of the Company's debt and equity. As a holding company, the Company is dependent upon payments from its wholly-owned insurance subsidiaries and GENEX to pay dividends to its stockholders and to pay its expenses. These payments by the Company's subsidiaries may take the form of either dividends or interest payments on amounts loaned to such subsidiaries by the Company. State insurance laws generally restrict the ability of insurance companies to pay cash dividends or make other payments to their affiliates in excess of certain prescribed limitations. In the Company's insurance subsidiaries' states of domicile, regulatory approval is required if an insurance company seeks to make loans to affiliates in amounts equal to or in excess of three percent of the insurer's admitted assets or to pay cash dividends in any twelve month period in excess of the greater of 63 such company's net gain from operations of the preceding year or ten percent of its surplus as regards policyholders as of the preceding year end, each as determined in accordance with accounting practices prescribed or permitted by insurance regulatory authorities. An aggregate of $141.5 million was available in 1997 for the payment of dividends and other distributions by the Company's top-tier insurance subsidiaries without regulatory approval, of which amount $109.9 million was paid. The Company anticipates that $151.9 million will be available in 1998 for such purposes. The Company's requirements are met primarily by cash flow provided from operations, principally in its insurance subsidiaries. Premium and investment income as well as maturities and sales of invested assets provide the primary sources of cash. Cash flow from operations was sufficient in 1997. Cash is applied to the payment of policy benefits, costs of acquiring new business (principally commissions) and operating expenses as well as purchases of new investments. The Company has established an investment strategy that management believes will provide for adequate cash flow from operations. During 1997, the Company sold commercial mortgage loans acquired through the Paul Revere Merger with a principal amount of $268.1 million and a book value of $258.4 million. The purpose of this transaction was to increase the liquidity and improve the asset quality and asset/liability management of the investment portfolio. As a result of the release of capital generated by the run-off of the GIC portfolio, the sale of the commercial mortgage loans, and other corporate actions, the Company has increased its available capital to support the growth of its businesses, including assisting in the financing of the acquisitions of Paul Revere and GENEX. Management continues to analyze potential opportunities to utilize the capital to further enhance stockholder value, including exploring options that would support the Company's growth initiatives. 64 Investments - ----------- Investment activities are an integral part of the Company's business, and profitability is significantly affected by investment results. Invested assets are segmented into portfolios which support the various product lines. Generally, the investment strategy for the portfolios is to match the effective asset durations with related expected liability durations and to maximize investment returns, subject to constraints of quality, liquidity, diversification, and regulatory considerations. This discussion should be read in connection with Note 3 of the Notes to Consolidated Financial Statements. The following table provides the distribution of invested assets for the years indicated.
- ------------------------------------------------------------------------------------------ December 31 1997 1996 1995 - ------------------------------------------------------------------------------------------ Investment-Grade Fixed Maturity Securities 82.2% 77.0% 79.3% Below-Investment-Grade Fixed Maturity Securities 6.6 6.7 6.2 Equity Securities 0.1 0.1 -- Mortgage Loans 0.1 -- 0.7 Real Estate 0.4 1.1 1.4 Policy Loans 10.2 13.1 10.7 Other 0.4 2.0 1.7 - ------------------------------------------------------------------------------------------ Total 100.0% 100.0% 100.0% - ------------------------------------------------------------------------------------------
The following table provides certain investment information and results for the years indicated.
- -------------------------------------------------------------------------------------------- Year Ended December 31 1997 1996 1995 - -------------------------------------------------------------------------------------------- (in millions of dollars) - -------------------------------------------------------------------------------------------- Average Cash and Invested Assets $17,808.2 $14,056.3 $14,914.4 Net Investment Income $ 1,354.7 $ 1,090.1 $ 1,221.3 Average Yield * 7.6% 7.8% 8.2% Net Realized Investment Gains (Losses) $ 15.1 $ (8.6) $ (31.7) - --------------------------------------------------------------------------------------------
*Average yield is determined by dividing net investment income by the average cash and invested assets for the year. Excluding net unrealized gains and losses on securities, the yield is 8.0%, 8.1%, and 8.3% for 1997, 1996, and 1995, respectively. See Note 3 of the Notes to Consolidated Financial Statements. For the past three years, the Company's exposure to non-current investments has improved significantly from prior years. 65 These non-current investments are primarily foreclosed real estate and mortgage loans which became more than thirty days past due in their principal and interest payments. Non-current investments totaled $6.7 million at December 31, 1997, or 0.03 percent of invested assets, as compared to $7.3 million at December 31, 1996, or 0.05 percent of invested assets, and $31.9 million at December 31, 1995, or 0.22 percent of invested assets. During 1997, the Company sold eight foreclosed properties with a book value of $26.1 million. During 1996, the Company sold four foreclosed properties with a book value of $11.8 million. During 1995, the Company sold twelve foreclosed properties with a book value of $39.6 million. The Company's investment in mortgage-backed securities totaled $3.1 billion on an amortized cost basis at December 31, 1997, and $2.4 billion at December 31, 1996. At December 31, 1997, the mortgage-backed securities for the combined companies had an average life of 9.2 years and effective duration of 6.7 years as compared to an average life of 8.3 years and effective duration of 6.0 years at December 31, 1996. The mortgage-backed securities are valued on a monthly basis using valuations supplied by the brokerage firms that are dealers in these securities. The primary risk involved in investing in mortgage-backed securities is the uncertainty of the timing of cash flows from the underlying loans due to prepayment of principal. The Company uses models which incorporate economic variables and possible future interest rate scenarios to predict future prepayment rates. The Company has not invested in mortgage-backed derivatives, such as interest-only, principal-only or residuals, where market values can be highly volatile relative to changes in interest rates. Below-investment-grade bonds are inherently more risky than investment- grade bonds since the risk of default by the issuer, by definition and as exhibited by bond rating, is higher. Also, the secondary market for certain below-investment-grade issues can be highly illiquid. Management does 66 not anticipate any liquidity problem caused by the investments in below- investment-grade securities, nor does it expect these investments to adversely affect its ability to hold its other investments to maturity. The Company's exposure to below-investment-grade fixed maturity securities at December 31, 1997, was $1,297.1 million, representing 6.6 percent of invested assets, below the Company's internal limit of 10.0 percent of invested assets for this type of investment. The Company's exposure to below-investment-grade fixed maturities totaled $891.1 million at December 31, 1996, representing 6.7 percent of invested assets. Changes in interest rates and individuals' behavior affect the amount and timing of asset and liability cash flows. Management continually models and tests all asset and liability portfolios to improve interest rate risk management and net yields. Testing the asset and liability portfolios under various interest rate and economic scenarios allows management to choose the most appropriate investment strategy as well as to prepare for the most disadvantageous outcomes. This analysis is the precursor to the Company's activities in derivative financial instruments (see Note 4 of the Notes to Consolidated Financial Statements). Year 2000 - --------- In 1996, the Company completed the planning phase of a project to modify its computer information systems enabling proper processing of date data relating to the year 2000 and beyond. The Company is now in the process of executing its plan and expects all systems to be compliant by the end of 1998. The total incremental cost of the project is estimated to be between $6.7 million and $8.3 million. The Company is expensing all costs associated with these system changes. 67 PROVIDENT COMPANIES, INC. AND SUBSIDIARIES SELECTED FINANCIAL DATA
(in millions of dollars, except share data) 1997 1996 1995 1994 1993 - ------------------------------------------- ------------ ------------ ------------ ------------ ------------ STATEMENT OF OPERATIONS DATA Premium Income $ 2,053.7 $ 1,175.7 $ 1,251.9 $ 1,382.6 $ 1,400.2 Net Investment Income 1,354.7 1,090.1 1,221.3 1,238.6 1,318.7 Net Realized Investment Gains (Losses) 15.1 (8.6) (31.7) (30.1) 43.6 Other Income 129.7 34.7 113.8 171.1 175.5 ------------ ----------- ----------- ----------- ----------- Total Revenue 3,553.2 2,291.9 2,555.3 2,762.2 2,938.0 Benefits and Changes in Reserves 2,358.1 1,661.2 1,904.6 1,981.2 2,502.8 Operating Expenses 814.8 404.5 474.7 580.1 575.3 ------------ ----------- ----------- ----------- ----------- Income (Loss) Before Federal Income Taxes 380.3 226.2 176.0 200.9 (140.1) Federal Income Taxes (Credit) 133.0 80.6 60.4 65.6 (58.9) ------------ ----------- ----------- ----------- ----------- Net Income (Loss) $ 247.3 $ 145.6 $ 115.6 $ 135.3 $ (81.2) ============ =========== =========== =========== =========== Earnings Per Common Share $ 1.88 $ 1.46 $ 1.13 $ 1.35 $ (1.02) ============ =========== =========== =========== =========== Earnings Per Common Share - Assuming Dilution $ 1.84 $ 1.44 $ 1.13 $ 1.35 $ (1.02) ============ =========== =========== =========== =========== Weighted Average Common Shares Outstanding (000s) 124,505.4 91,044.8 90,762.7 90,622.1 90,401.8 Weighted Average Common Shares Outstanding - Assuming Dilution (000s) 127,253.2 92,154.5 90,931.8 90,729.9 90,401.8 Assets $ 23,177.6 $ 14,992.5 $ 16,301.3 $ 17,149.9 $ 16,891.9 Long-term Debt Including Capital Lease Obligations $ 725.0 $ 200.0 $ 200.0 $ 202.5 $ 247.6 Stockholders' Equity $ 3,279.3 $ 1,738.6 $ 1,652.3 $ 1,169.1 $ 1,401.6 Stockholders' Equity Per Common Share $ 23.11 $ 17.34 $ 16.48 $ 11.17 $ 13.76 Stockholders' Equity Per Common Share Excluding Net Unrealized Gains and Losses on Securities(1) $ 18.49 $ 16.34 $ 15.33 $ 14.46 $ 13.76 Dividends Per Common Share $ .38 $ .36 $ .36 $ .52 $ .52
(1) Adoption of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective January 1, 1994. 68 Report of Ernst & Young LLP, Independent Auditors Board of Directors and Shareholders Provident Companies, Inc. We have audited the accompanying consolidated statements of financial condition of Provident Companies, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Provident Companies, Inc. and Subsidiaries at December 31, 1997 and 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. Ernst & Young LLP Chattanooga, Tennessee February 3, 1998 except for Note 18, as to which the date is March 16, 1998 69 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION Provident Companies, Inc. and Subsidiaries
December 31 1997 1996 (in millions of dollars) ----------------------------------- Assets Investments Fixed Maturity Securities Available-for-Sale - at fair value (amortized cost: $15,491.4; $10,384.3) $17,035.1 $10,880.1 Held-to-Maturity - at amortized cost (fair value: $336.6; $263.1) 306.8 264.5 Equity Securities - at fair value (cost: $11.1; $7.2) 10.0 4.9 Mortgage Loans 17.8 - Real Estate 87.1 151.1 Policy Loans 1,983.9 1,749.0 Other Long-term Investments 22.6 15.5 Short-term Investments 57.5 252.3 --------- --------- Total Investments 19,520.8 13,317.4 Other Assets Cash and Bank Deposits 37.7 19.3 Accounts Receivable 92.5 40.1 Premiums Receivable 73.9 72.3 Reinsurance Receivable 987.2 468.3 Accrued Investment Income 363.2 268.3 Deferred Policy Acquisition Costs 362.9 421.8 Value of Business Acquired 560.8 5.9 Goodwill 732.3 - Property and Equipment - at cost less accumulated depreciation 109.2 59.0 Miscellaneous 26.2 19.6 Separate Account Assets 310.9 300.5 --------- --------- Total Assets $23,177.6 $14,992.5 ========= =========
70 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - Continued Provident Companies, Inc. and Subsidiaries
December 31 1997 1996 (in millions of dollars) ----------------------------------- Liabilities and Stockholders' Equity Policy and Contract Benefits $ 531.2 $ 411.7 Reserves for Future Policy and Contract Benefits 13,001.1 8,051.3 Unearned Premiums 192.7 58.8 Experience Rating Refunds 133.1 164.0 Policyholders' Funds 4,194.9 3,717.1 Federal Income Tax Liability Current 40.3 34.6 Deferred 149.8 14.5 Short-term Debt 150.7 - Long-term Debt 725.0 200.0 Other Liabilities 468.6 301.4 Separate Account Liabilities 310.9 300.5 --------- --------- Total Liabilities 19,898.3 13,253.9 --------- --------- Commitments and Contingent Liabilities--Note 16 Stockholders' Equity--Note 10 Preferred Stock 156.2 156.2 Common Stock Authorized: 150,000,000 shares Issued: 135,160,109 and 91,255,258 shares 135.2 45.6 Additional Paid-in Capital 750.6 11.4 Net Unrealized Gain on Securities 624.3 90.9 Foreign Currency Translation Adjustment (20.7) (5.2) Retained Earnings 1,635.2 1,439.7 Treasury Stock - at cost: 40,200 shares (1.5) - --------- --------- Total Stockholders' Equity 3,279.3 1,738.6 --------- --------- Total Liabilities and Stockholders' Equity $23,177.6 $14,992.5 ========= =========
See notes to consolidated financial statements. 71 CONSOLIDATED STATEMENTS OF INCOME Provident Companies, Inc. and Subsidiaries
Year Ended December 31 1997 1996 1995 (in millions of dollars, except share data) ---------------------------------------------------- Revenue Premium Income $2,053.7 $1,175.7 $1,251.9 Net Investment Income 1,354.7 1,090.1 1,221.3 Net Realized Investment Gains (Losses) 15.1 (8.6) (31.7) Other Income 129.7 34.7 113.8 -------- -------- -------- Total Revenue 3,553.2 2,291.9 2,555.3 -------- -------- -------- Benefits and Expenses Policy and Contract Benefits 1,687.8 1,216.5 1,419.7 Change in Reserves for Future Policy and Contract Benefits and Policyholders' Funds 670.3 444.7 484.9 Amortization Deferred Policy Acquisition Costs 74.4 64.0 71.0 Value of Business Acquired 31.2 0.5 4.9 Goodwill 12.6 - - Salaries 191.1 77.3 99.8 Commissions 220.9 124.0 131.9 Other Operating Expenses 284.6 138.7 167.1 -------- -------- -------- Total Benefits and Expenses 3,172.9 2,065.7 2,379.3 -------- -------- -------- Income Before Federal Income Taxes 380.3 226.2 176.0 Federal Income Taxes 133.0 80.6 60.4 -------- -------- -------- Net Income $ 247.3 $ 145.6 $ 115.6 ======== ======== ======== Earnings Per Common Share $ 1.88 $ 1.46 $ 1.13 ======== ======== ======== Earnings Per Common Share - Assuming Dilution $ 1.84 $ 1.44 $ 1.13 ======== ======== ========
See notes to consolidated financial statements. 72 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Provident Companies, Inc. and Subsidiaries
Year Ended December 31 1997 1996 1995 (in millions of dollars) ----------------------------------------------------- Preferred Stock Balance at Beginning and End of Year $ 156.2 $ 156.2 $ 156.2 -------- -------- -------- Common Stock Balance at Beginning of Year 45.6 45.4 45.4 Issued During Year 22.1 0.2 - Two-for-One Stock Split 67.5 - - -------- -------- -------- Balance at End of Year 135.2 45.6 45.4 -------- -------- -------- Additional Paid-in Capital Balance at Beginning of Year 11.4 5.8 4.8 Contributions During Year 806.7 5.6 1.0 Two-for-One Stock Split (67.5) - - -------- -------- -------- Balance at End of Year 750.6 11.4 5.8 -------- -------- -------- Net Unrealized Gain (Loss) on Securities Balance at Beginning of Year 90.9 101.9 (302.3) Change During Year 533.4 (11.0) 404.2 -------- -------- -------- Balance at End of Year 624.3 90.9 101.9 -------- -------- -------- Foreign Currency Translation Adjustment Balance at Beginning of Year (5.2) (4.8) (5.4) Change During Year (15.5) (0.4) 0.6 -------- -------- -------- Balance at End of Year (20.7) (5.2) (4.8) -------- -------- -------- Retained Earnings Balance at Beginning of Year 1,439.7 1,347.8 1,270.4 Net Income 247.3 145.6 115.6 Dividends to Stockholders (Paid Per Common Share: $0.38; $0.36; $0.36) (51.8) (53.7) (38.2) -------- -------- -------- Balance at End of Year 1,635.2 1,439.7 1,347.8 -------- -------- -------- Treasury Stock Balance at Beginning of Year - - - Purchased During Year (1.5) - - -------- -------- -------- Balance at End of Year (1.5) - - -------- -------- -------- Total Stockholders' Equity $3,279.3 $1,738.6 $1,652.3 ======== ======== ========
See notes to consolidated financial statements 73 CONSOLIDATED STATEMENTS OF CASH FLOWS Provident Companies, Inc. and Subsidiaries
Year Ended December 31 1997 1996 1995 (in millions of dollars) --------------------------------------------------------- Cash Flows from Operating Activities Net Income $ 247.3 $ 145.6 $ 115.6 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Policy Acquisition Costs Capitalized (143.5) (71.4) (88.1) Amortization of Policy Acquisition Costs 74.4 64.0 71.0 Amortization of Value of Business Acquired and Goodwill 43.8 0.5 4.9 Depreciation 20.7 10.6 19.4 Net Realized Investment (Gains) Losses (15.1) 8.6 31.7 Premiums Receivable 6.4 3.2 (13.2) Reinsurance Receivable 44.4 (33.0) 2.0 Accrued Investment Income (10.7) 9.1 4.1 Insurance Reserves and Liabilities 595.8 546.8 581.8 Federal Income Taxes 23.5 (11.9) (11.4) Other (60.0) (11.5) (42.9) --------- --------- --------- Net Cash Provided by Operating Activities 827.0 660.6 674.9 --------- --------- --------- Cash Flows from Investing Activities Proceeds from Sales of Investments Available-for-Sale Securities 1,872.6 1,592.6 1,359.9 Other Investments 92.9 141.8 1,172.5 Proceeds from Maturities of Investments Available-for-Sale Securities 1,170.5 1,115.7 880.8 Held-to-Maturity Securities 1.1 100.5 0.7 Other Investments 295.9 13.0 248.7 Purchase of Investments Available-for-Sale Securities (2,904.3) (1,630.7) (1,680.1) Held-to-Maturity Securities (23.4) (48.6) (183.9) Other Investments (180.5) (177.5) (236.6) Net (Purchases) Sales of Short-term Investments 393.1 (21.5) 58.7 Acquisition of Business (860.3) - - Disposition of Business - - (48.9) Other (19.2) (75.5) (67.0) --------- --------- --------- Net Cash Provided (Used) by Investing Activities $ (161.6) $ 1,009.8 $ 1,504.8 --------- --------- ---------
74 CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued Provident Companies, Inc. and Subsidiaries
Year Ended December 31 1997 1996 1995 (in millions of dollars) --------------------------------------------------------- Cash Flows from Financing Activities Deposits to Policyholder Accounts $ 528.7 $ 392.5 $ 530.6 Maturities and Benefit Payments from Policyholder Accounts (2,081.9) (2,023.8) (2,663.5) Net Short-term Debt Borrowings (Repayments) 150.7 (1.4) (13.0) Net Long-term Borrowings 425.9 - - Issuance of Common Stock 389.8 5.8 1.0 Dividends Paid to Stockholders (60.0) (45.5) (45.3) Other 0.5 (3.5) - --------- --------- --------- Net Cash Used by Financing Activities (646.3) (1,675.9) (2,190.2) --------- --------- --------- Effect of Foreign Exchange Rate Changes on Cash (0.7) - - --------- --------- --------- Net Increase (Decrease) in Cash and Bank Deposits 18.4 (5.5) (10.5) Cash and Bank Deposits at Beginning of Year 19.3 24.8 35.3 --------- --------- --------- Cash and Bank Deposits at End of Year $ 37.7 $ 19.3 $ 24.8 ========= ========= =========
See notes to consolidated financial statements. 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies Basis of Presentation: The accompanying financial statements have been prepared on the basis of generally accepted accounting principles. Such accounting principles differ from statutory accounting practices prescribed or permitted by state regulatory authorities (see Note 17). The consolidated financial statements include the accounts of Provident Companies, Inc. and its wholly- owned subsidiaries (the Company). Material intercompany transactions have been eliminated. Operations: The Company does business in the fifty states, the District of Columbia, Puerto Rico, and ten provinces and two territories of Canada. The Company operates principally in the life and health insurance business. Individual life products and individual disability income products are reported in the Individual Life and Disability segment and are marketed primarily through personal producing general agents, brokerage offices, and corporate marketing arrangements. The Employee Benefits segment contains products that are sold to or through corporate customers and certain affinity groups, including permanent and term life insurance, disability, cancer, accident and sickness, and accidental death and dismemberment protection. The Other Operations segment reports corporate results, primarily investment earnings not specifically allocated to a line of business, and also includes results from products no longer actively marketed, including guaranteed investment contracts (GICs), group single premium annuities, medical stop-loss, and corporate-owned life insurance. This segment also includes the results of the group medical business which was sold effective April 30, 1995 and the individual and tax-sheltered annuities business expected to be sold in the second quarter of 1998 (see Notes 15 and 16). Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. Investments: Investments are reported in the consolidated statements of financial condition as follows: Available-for-Sale Fixed Maturity Securities are reported at fair value. Held-to-Maturity Fixed Maturity Securities are generally reported at amortized cost. Equity Securities are reported at fair value. Mortgage Loans are carried at the fair value of collateral. Real Estate that the Company expects to hold and use is carried at cost less accumulated depreciation which is calculated using principally the straight-line method. Real estate to be disposed of is carried at the lower of cost less accumulated depreciation or fair value less cost to sell. Policy Loans are presented at unpaid balances. Other Long-term Investments are carried at cost plus the Company's equity in undistributed net earnings since acquisition. Short-term Investments are carried at cost. 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies - Continued Fixed maturity securities include bonds and redeemable preferred stocks. Equity securities include common stocks and nonredeemable preferred stocks. Fixed maturity and equity securities not bought and held for the purpose of selling in the near term but for which the Company does not have the positive intent and ability to hold to maturity are classified as available-for-sale. Fixed maturity securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity. The Company determines the appropriate classification of fixed maturity securities at the time of purchase. Realized investment gains and losses, which are reported as a component of revenue in the consolidated statements of income, are based upon specific identification of the investments sold and do not include amounts allocable to separate accounts. At the time a decline in the value of an investment is determined to be other than temporary, a loss is recorded which is included in realized investment gains and losses. Derivative Financial Instruments: Interest Rate Swap Agreements are agreements in which two parties agree to exchange, at specified intervals, interest payment streams calculated on an agreed-upon notional principal amount with at least one stream based on a specified variable rate. The underlying notional principal is not exchanged between the parties. The Company has certain forward interest rate swap agreements where the exchange of interest payments does not begin until a specified future date. The Company intends to settle the forward interest rate swap agreements prior to the commencement of the exchange of interest payment streams. The fair values of interest rate swap agreements which hedge available-for-sale securities are reported in the consolidated statements of financial condition as a component of fixed maturity securities. The fair values of interest rate swap agreements which hedge liabilities are not reported in the consolidated statements of financial condition. Amounts to be paid or received pursuant to interest rate swap agreements are accrued and recognized in the consolidated statements of income as an adjustment to net investment income for asset hedges or as an adjustment to policy and contract benefits for liability hedges. The Company accounts for all of its interest rate swap agreements as hedges. Accordingly, any gains or losses realized on closed or terminated interest rate swap agreements are deferred and amortized to net investment income for asset hedges or policy and contract benefits for liability hedges over the expected remaining life of the hedged item. If the hedged item matures or terminates earlier than anticipated, the remaining unamortized gain or loss is amortized to net investment income or policy and contract benefits in the current period. Gains or losses realized on interest rate swap agreements which are terminated when the hedged assets are sold or which are terminated because the hedged anticipated transaction is no longer likely to occur are reported in the consolidated statements of income as a component of net realized investment gains and losses. The Company regularly monitors the effectiveness of its hedging programs. In the event a hedge becomes ineffective, it is marked-to- market, resulting in a charge or credit to net investment income or policy and contract benefits. 77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies - Continued Futures and Forwards contracts are commitments to either purchase or sell a financial instrument at a specific future date for a specified price. The Company invests only in futures and forwards contracts which have U.S. Treasury securities as the underlying investments. Changes in the market value of contracts are generally settled on a daily basis. The notional amounts of futures and forwards contracts represent the extent of the Company's involvement but not the future cash requirements, as the Company intends to close out open positions prior to settlement. All of the Company's futures and forwards contracts are accounted for as hedges. The fair values of futures and forwards which hedge available-for-sale securities are reported in the consolidated statements of financial condition as a component of fixed maturity securities. The fair values of open futures and forwards which hedge liabilities are reported in the consolidated statements of financial condition as a component of other liabilities. Gains or losses realized on the termination of futures and forwards contracts are accounted for in the same manner as interest rate swap agreements. Options contracts give the owner the right, but not the obligation, to buy or sell a financial instrument at an agreed-upon price on or before a specific date. The purchasing counterparty pays a premium to the selling counterparty for this right. The notional amounts of contracts represent the Company's involvement but not the future cash requirements, as the Company intends to close out contracts prior to the expiration date when the market price of the underlying financial instrument exceeds the option price or allow contracts to expire if the option price exceeds the market price. All of the Company's options contracts are accounted for as hedges. The book and fair values of options contracts are reported in the statements of financial condition in a manner similar to the underlying hedged item. Gains or losses on the termination of options contracts are accounted for in the same manner as interest rate swap agreements. Deferred Policy Acquisition Costs: Certain costs of acquiring new business which vary with and are primarily related to the production of new business have been deferred. Such costs include commissions, other agency compensation, certain selection and policy issue expenses, and certain field expenses. Deferred policy acquisition costs are subject to recoverability testing at the time of policy issue and loss recognition testing subsequent to the year of issue. Deferred policy acquisition costs related to traditional individual life and individual disability income are amortized over the premium paying period of the related policies in proportion to the ratio of the present value of annual expected premium income to the present value of total expected premium income. Adjustments are made each year to recognize actual persistency experience as compared to assumed experience. Deferred policy acquisition costs related to interest-sensitive individual life and individual annuity policies are amortized over the lives of the policies in relation to the present value of estimated gross profits from surrender charges and mortality, investment, and expense margins. Adjustments are made each year to reflect actual experience for assumptions which deviate significantly compared to assumed experience. 78 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies - Continued The amortization periods do not exceed 25 years for traditional and interest- sensitive individual life policies, 20 years for individual disability income policies, and 15 years for individual annuity policies. Loss recognition is performed when, in the judgment of management, adverse deviations from original assumptions have occurred and may be likely to continue such that recoverability of deferred policy acquisition costs on a line of business is questionable. Insurance contracts are grouped on a basis consistent with the Company's manner of acquiring, servicing, and measuring profitability of the contracts. If loss recognition testing indicates that deferred policy acquisition costs are not recoverable, the deficiency is charged to expense. Once a loss recognition adjustment is required, loss recognition testing is generally performed on an annual basis using then current assumptions until the line of business becomes immaterial or results improve significantly. The assumptions used in loss recognition testing represent management's best estimates of future experience. Value of Business Acquired: Value of business acquired represents the present value of future profits recorded in connection with the acquisition of a block of insurance policies. The asset is amortized based upon expected future premium income for traditional insurance policies and estimated future gross profits for interest-sensitive insurance policies, with the accrual of interest added to the unamortized balance at interest rates ranging from 5.55% to 7.60%. The Company periodically reviews the carrying amount of value of business acquired using the same methods used to evaluate deferred policy acquisition costs. Goodwill: Goodwill is the excess of the amount paid to acquire a business over the fair value of the net assets acquired. Goodwill is amortized on a straight- line basis over a period not to exceed 40 years. The carrying amount of goodwill is regularly reviewed for indicators of impairment in value. Property and Equipment: Property and equipment is depreciated on the straight- line method over its estimated useful life. The accumulated depreciation for property and equipment was $115.7 million and $84.4 million as of December 31, 1997 and 1996, respectively. Revenue Recognition: For traditional life and accident and health products, the amounts collected from policyholders are recognized as premium income over the premium paying period and are reported net of experience rating refunds and unearned premiums. For interest-sensitive products, the amounts collected from policyholders are considered deposits, and only the deductions during the period for cost of insurance, policy administration, and surrenders are included in revenue. Policyholders' funds represent funds deposited by contract holders and are not included in revenue. Policy and Contract Benefits: Policy and contract benefits, principally related to accident and health insurance policies, are based on reported losses and estimates of incurred but not reported losses for traditional life and accident and health products. For interest-sensitive products, benefits are the amounts paid and expected to be paid on insured claims in excess of the policyholders' policy fund balances. Reserves for Future Policy and Contract Benefits: Active life reserves for future policy and contract benefits on traditional life and accident and health products have been provided on the net level premium method. The reserves are calculated based upon assumptions as to interest, withdrawal, morbidity, and mortality that were appropriate at the date of issue. Withdrawal assumptions are based on actual Company experience. Morbidity and mortality assumptions are based upon industry standards adjusted as appropriate to reflect actual Company experience. The assumptions vary by plan, year of issue, and policy duration and include a provision for adverse deviation. Disabled lives reserves for future policy and contract benefits on disability income policies are calculated based upon assumptions as to interest and claim termination rates that are currently appropriate. Termination rate assumptions are based upon industry standards adjusted as appropriate to reflect actual Company experience. The assumptions vary by year of claim incurral. 79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies - Continued Reserves for future policy and contract benefits on group single premium annuities have been provided on a net single premium method. The reserves are calculated based upon assumptions as to interest, mortality, and retirement that were appropriate at the date of issue. Mortality assumptions are based upon industry standards adjusted as appropriate to reflect actual Company experience. The assumptions vary by year of issue and include a provision for adverse deviation. The interest rate assumptions used to calculate reserves for future policy and contract benefits are as follows:
December 31 1997 1996 ----------------------------------------------------------------- Active Life Reserves - Current Year Issues Traditional Life 7.25% to 10.00% 7.25% to 10.00% Individual Disability Income 7.00% to 7.75% 7.00% to 7.75% Disabled Lives Reserves - Current Year Claims Individual Disability Income 7.75% to 8.00% 8.00% Group Disability Income 6.50% to 8.00% 7.00% Disabled Lives Reserves - Prior Year Claims Individual Disability Income 7.75% to 8.00% 8.00% Group Disability Income 3.90% to 8.90% 6.00% to 7.00%
Interest assumptions for active life reserves are generally graded downward over a period of years. Reserves for future policy and contract benefits on interest-sensitive products are principally policyholder account values determined on the retrospective deposit method. Policyholders' Funds: Policyholders' funds represent customer deposits plus interest credited at contract rates. The Company controls its interest rate risk by investing in quality assets which have an aggregate duration that closely matches the expected duration of the liabilities. For GICs, which are no longer marketed, the Company uses a cash flow matching investment strategy. Synthetic GICs: The Company discontinued accepting new synthetic GIC deposits in 1996 and in 1997 sold this block of business through an assumptive reinsurance agreement. All remaining contracts were transferred in January 1998. Prior to this time, the Company issued synthetic GICs to trustees of employee benefit plans pursuant to the terms of which the trustees owned and retained the assets related to these contracts. Such assets were not included in the Company's consolidated statements of financial condition. Accumulated funds from the sale of synthetic GICs were $97.8 million and $2,176.6 million at December 31, 1997 and 1996, respectively. Federal Income Taxes: Deferred taxes have been recorded for significant temporary differences between financial statement income and taxable income. 80 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies - Continued Separate Accounts: The separate account amounts shown in the accompanying financial statements represent contributions by contract holders to variable- benefits and fixed-benefits pension plans. The contract purchase payments and the assets of the separate accounts are segregated from other Company funds for both investment and administrative purposes. Contract purchase payments received under variable annuity contracts are subject to deductions for sales and administrative fees. Also, the sponsoring company of the separate accounts receives management fees which are based on the net asset values of the separate accounts. Translation of Foreign Currency: Revenues and expenses of the Company's Canadian operations are translated at average exchange rates. Assets and liabilities are translated at the rate of exchange on the balance sheet date. The translation gain or loss is generally reported in stockholders' equity, net of deferred tax credits of $5.0 million and $2.8 million at December 31, 1997 and 1996, respectively. Changes in Accounting Principles: Statement of Financial Accounting Standards No. 125 (SFAS 125), "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" In 1997, the Company adopted the provisions of SFAS 125 which provide accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on consistent application of a financial-components approach that focuses on control. SFAS 125 also establishes new rules for determining whether a transfer of financial assets constitutes a sale and, if so, the determination of any resulting gain or loss. The adoption of SFAS 125 did not have a material effect on the Company's financial position or results of operations. Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share" In 1997, the Company adopted the provisions of SFAS 128 which establish computation and reporting standards for earnings per share. SFAS 128 simplifies the standards for computing earnings per share and makes them comparable to international earnings per share standards. SFAS 128 requires dual presentation on the face of the income statement of earnings per share and earnings per share assuming dilution and requires a reconciliation of the numerator and denominator of the earnings per share computation to the numerator and denominator of the earnings per share assuming dilution computation (see Note 10). Earnings per share is computed using the weighted average number of common shares outstanding and does not consider any potential dilution. Earnings per share assuming dilution reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Historical earnings per common share amounts have been restated in accordance with the provisions of SFAS 128. 81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 1--Significant Accounting Policies - Continued Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" In 1996, the Company adopted the provisions of SFAS 121 which require that long- lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Measurement of an impairment loss for long-lived assets and identifiable intangibles that an entity expects to hold and use should be based on the fair value of the asset. SFAS 121 also requires that long-lived assets and certain intangibles to be disposed of generally be reported at the lower of the carrying amount or fair value less cost to sell. The primary assets of the Company which are subject to SFAS 121 are investment real estate, property and equipment, and goodwill. The effect of the adoption of SFAS 121 on the Company's financial position and results of operations was immaterial. Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation" SFAS 123 defines a fair value based method of accounting for stock-based employee compensation plans. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. SFAS 123 also allows an entity to continue to measure compensation cost using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25 (Opinion 25), "Accounting for Stock Issued to Employees." Under this method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount an employee must pay to acquire the stock. SFAS 123 requires entities electing to continue accounting for stock-based employee compensation plans under Opinion 25 to make pro forma disclosures of net income and earnings per share as if the fair value based method of accounting defined under SFAS 123 had been applied. The Company adopted the disclosure provisions of SFAS 123 in 1996 (see Note 11), but elected to continue to measure compensation cost for stock-based compensation under the expense recognition provisions of Opinion 25. The adoption of SFAS 123, therefore, did not have an effect on the Company's financial position or results of operations. Accounting Pronouncements Outstanding: Statement of Financial Accounting Standards No. 130 (SFAS 130),"Reporting Comprehensive Income" In 1997, the Financial Accounting Standards Board (FASB) issued SFAS 130 which establishes standards for reporting and presentation of comprehensive income and its components (revenues, expenses, gains, and losses) in a full set of financial statements. Comprehensive income is the change in equity of an entity during a period from transactions and other events except those resulting from investments by and distributions to stockholders. SFAS 130 requires all items recognized under accounting standards as components of comprehensive income to be reported in a financial statement that is displayed with the same prominence as other financial statements. Application of SFAS 130 will not impact amounts reported for net income. The Company plans to adopt SFAS 130 in 1998. Statement of Financial Accounting Standards No. 131 (SFAS 131),"Disclosures about Segments of an Enterprise and Related Information" In 1997, the FASB issued SFAS 131 which establishes standards for reporting information for segments of a business enterprise including, but not limited to, profit or loss, assets, products and services, geographic areas of operation, and major customers. The Company plans to adopt SFAS 131 in 1998. 82 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 2--Fair Values of Financial Instruments The carrying amounts and fair values of the Company's financial instruments are as follows:
December 31 (in millions of dollars) ------------------------------------------------------------------------ 1997 1996 Carrying Fair Carrying Fair Amount Value Amount Value ------------------------------------------------------------------------ Assets Fixed Maturity Securities Available-for-Sale $16,901.3 $16,901.3 $10,859.9 $10,859.9 Derivatives Hedging Available-for-Sale 133.8 133.8 20.2 20.2 Held-to-Maturity 306.8 336.6 264.5 263.1 Equity Securities 10.0 10.0 4.9 4.9 Mortgage Loans 17.8 17.8 - - Policy Loans 1,983.9 2,376.1 1,749.0 2,080.5 Short-term Investments 57.5 57.5 252.3 252.3 Cash and Bank Deposits 37.7 37.7 19.3 19.3 Liabilities Policyholders' Funds GICs 1,603.6 1,618.5 3,204.3 3,230.9 Deferred Annuity Products 2,321.0 2,281.0 281.4 266.0 Supplementary Contracts without Life Contingencies 86.7 86.7 61.1 61.1 Short-term Debt 150.7 150.7 - - Long-term Debt 725.0 725.0 200.0 200.0 Derivatives Hedging Liabilities (7.4) (7.7) - 3.0
The following methods and assumptions were used by the Company in estimating the fair values of its financial instruments: Fixed Maturity Securities: Fair values for fixed maturity securities are based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments. See Note 3 for the amortized cost and fair values of securities by security type and by maturity date. Equity Securities: Fair values for equity securities are based on quoted market prices. Mortgage Loans: Fair values for mortgage loans are based on estimated sales prices at the balance sheet date. Policy Loans: Fair values for policy loans are estimated using discounted cash flow analyses, using interest rates currently being offered. 83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 2--Fair Values of Financial Instruments - Continued Short-term Investments and Cash and Bank Deposits: Carrying amounts for short- term investments and cash and bank deposits approximate fair value. Policyholders' Funds: Fair values of the Company's liability for GICs are estimated using discounted cash flow calculations, based on current market interest rates available for similar contracts with maturities consistent with those remaining for the contracts being valued. Fair values of the Company's liability for deferred annuity products are estimated using the cash surrender values of the annuity contracts. The carrying amounts for supplementary contracts without life contingencies approximate fair value. Fair values for the Company's insurance contracts other than investment contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest rate risk, which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts. Short-term and Long-term Debt: The carrying amounts for short-term and long- term debt approximate fair value. Derivatives: Fair values of the Company's derivative financial instruments are based on market quotes, pricing models, or formulas using current interest rates and assumptions and represent the net amount of cash the Company would have received or paid if the contracts had been settled or closed on December 31. 84 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 3--Investments Securities The amortized cost and fair values of securities by security type are as follows:
December 31, 1997 (in millions of dollars) ---------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------------------------------------------------------- Available-for-Sale Securities United States Government and Government Agencies and Authorities $ 336.6 $ 62.9 $ - $ 399.5 States, Municipalities, and Political Subdivisions 13.6 1.2 - 14.8 Foreign Governments 526.3 109.9 - 636.2 Public Utilities 2,586.4 284.9 3.6 2,867.7 Mortgage-backed Securities 2,841.8 136.2 6.4 2,971.6 All Other Corporate Bonds 9,052.4 963.0 16.8 9,998.6 Redeemable Preferred Stocks 134.3 14.7 2.3 146.7 --------- -------- ----- --------- Total Fixed Maturity Securities 15,491.4 1,572.8 29.1 17,035.1 Equity Securities 11.1 0.2 1.3 10.0 --------- -------- ----- --------- $15,502.5 $1,573.0 $30.4 $17,045.1 ========= ======== ===== ========= Held-to-Maturity Securities United States Government and Government Agencies and Authorities $ 13.1 $ 2.6 $ - $ 15.7 States, Municipalities, and Political Subdivisions 2.9 0.2 - 3.1 Mortgage-backed Securities 276.9 23.7 - 300.6 All Other Corporate Bonds 13.9 3.3 - 17.2 --------- -------- ----- --------- $ 306.8 $ 29.8 $ - $ 336.6 ========= ======== ===== =========
85 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 3--Investments - Continued
December 31, 1996 (in millions of dollars) ---------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------------------------------------------------------- Available-for-Sale Securities United States Government and Government Agencies and Authorities $ 6.4 $ 0.8 $ - $ 7.2 Foreign Governments 156.5 19.9 - 176.4 Public Utilities 2,421.5 206.4 7.4 2,620.5 Mortgage-backed Securities 2,156.9 28.4 33.3 2,152.0 All Other Corporate Bonds 5,595.6 306.2 26.8 5,875.0 Redeemable Preferred Stocks 47.4 2.1 0.5 49.0 --------- ------ ----- --------- Total Fixed Maturity Securities 10,384.3 563.8 68.0 10,880.1 Equity Securities 7.2 - 2.3 4.9 --------- ------ ----- --------- $10,391.5 $563.8 $70.3 $10,885.0 ========= ====== ===== ========= Held-to-Maturity Securities United States Government and Government Agencies and Authorities $ 13.5 $ 1.5 $ - $ 15.0 States, Municipalities, and Political Subdivisions 3.2 0.2 - 3.4 Mortgage-backed Securities 234.9 3.3 8.1 230.1 All Other Corporate Bonds 12.9 1.7 - 14.6 --------- ------ ----- --------- $ 264.5 $ 6.7 $ 8.1 $ 263.1 ========= ====== ===== =========
86 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 3--Investments - Continued The amortized cost and fair values of fixed maturity securities by maturity date are shown below. The maturity dates have not been adjusted for possible calls or prepayments.
December 31, 1997 (in millions of dollars) ---------------------------------------- Amortized Fair Cost Value ---------------------------------------- Available-for-Sale Securities 1 year or less $ 437.5 $ 515.3 Over 1 year through 5 years 1,341.0 1,528.7 Over 5 years through 10 years 2,973.4 3,150.5 Over 10 years 7,897.7 8,869.0 --------- --------- 12,649.6 14,063.5 Mortgage-backed Securities 2,841.8 2,971.6 --------- --------- $15,491.4 $17,035.1 ========= ========= Held-to-Maturity Securities 1 year or less $ 0.5 $ 0.5 Over 1 year through 5 years 2.2 2.4 Over 5 years through 10 years 0.3 0.3 Over 10 years 26.9 32.8 --------- --------- 29.9 36.0 Mortgage-backed Securities 276.9 300.6 --------- --------- $ 306.8 $ 336.6 ========= =========
The adjustments associated with reporting securities at fair value and the changes that would have been necessary if the unrealized investment gains and losses related to the securities had been realized are as follows:
December 31 1997 1996 (in millions of dollars) ----------------------------------- Assets Fixed Maturity Securities $1,543.7 $ 495.8 Equity Securities (1.1) (2.3) Deferred Policy Acquisition Costs (362.8) (240.9) Value of Business Acquired (59.6) - Liabilities Reserve for Future Policy and Contract Benefits 161.2 112.8 Deferred Federal Income Taxes 334.7 48.9 Stockholders' Equity Net Unrealized Gain on Securities 624.3 90.9
87 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 3--Investments - Continued At December 31, 1997, the total investment in below-investment-grade fixed maturity securities (securities rated below Baa3 by Moody's Investors Service or an equivalent internal rating) was $1,297.1 million or 6.6 percent of invested assets. The amortized cost of these securities was $1,232.4 million. Mortgage Loans Changes in the mortgage loan loss reserve are as follows:
1997 1996 1995 (in millions of dollars) ------------------------------------------------- Balance at January 1 $ 1.0 $ 12.0 $ 49.0 Additions Charged to Realized Investment Losses - - 3.0 Release Due to Sale or Direct Write-Down of Loans - (11.0) (40.0) ----- ------ ------ Balance at December 31 $ 1.0 $ 1.0 $ 12.0 ===== ====== ======
In 1997, the Company sold mortgage loans with a principal amount of $268.1 million and a book value of $258.4 million. The sale of the mortgage loans, which were acquired through an acquisition of business (see Note 14), resulted in a before-tax realized investment gain of $10.9 million. In 1996, the Company sold mortgage loans with a principal amount of $81.6 million and a book value of $75.9 million which resulted in a before-tax realized investment loss of $5.7 million. In October 1995, the Company sold commercial mortgage loans with a principal amount and a book value of $962.4 million through a securitization collateralized by 366 loans. In May 1995, the Company sold restructured mortgage loans with a principal amount of $147.5 million and a book value of $122.6 million. The transactions resulted in before-tax realized investment gains (losses) of $8.9 million and $(23.1) million, respectively. Real Estate Accumulated depreciation on real estate was $23.3 million and $28.5 million as of December 31, 1997 and 1996, respectively. 88 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 3--Investments - Continued Net Investment Income Sources for net investment income are as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) -------------------------------------------------- Fixed Maturity Securities $1,120.7 $ 900.2 $ 961.4 Equity Securities 0.4 0.4 0.4 Mortgage Loans 10.5 2.6 100.7 Real Estate 17.4 25.8 29.6 Policy Loans 192.0 182.8 163.9 Other Long-term Investments 24.5 3.9 4.3 Short-term Investments 13.6 7.4 6.9 -------- -------- -------- Gross Investment Income 1,379.1 1,123.1 1,267.2 Investment Expenses 24.4 33.0 45.9 -------- -------- -------- Net Investment Income $1,354.7 $1,090.1 $1,221.3 ======== ======== ========
Realized Investment Gains and Losses Realized investment gains (losses) are as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) -------------------------------------------------- Fixed Maturity Securities $18.1 $ 37.1 $ 14.9 Equity Securities (0.1) (1.3) 0.2 Mortgage Loans and Real Estate 1.0 (3.7) (26.9) Other Invested Assets (0.7) 0.1 - Derivatives (3.2) (40.8) (19.9) ----- ------ ------ $15.1 $ (8.6) $(31.7) ===== ====== ======
Net realized investment gains and losses include writedowns and changes in the reserve for losses on mortgage loans and foreclosed real estate of $1.4 million, $(5.0) million, and $(29.0) million for 1997, 1996, and 1995, respectively. 89 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 3--Investments - Continued Proceeds from sales of fixed maturity and equity securities and the related gross gains and losses realized on those sales are as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) ------------------------------------------------------ Proceeds from Sales Available-for-Sale Fixed Maturity Securities $1,871.7 $1,592.0 $1,353.1 Equity Securities 0.9 0.6 6.8 Gross Gains Available-for-Sale Fixed Maturity Securities 63.7 50.1 35.3 Equity Securities - - 1.3 Gross Losses Available-for-Sale Fixed Maturity Securities 45.6 13.0 20.4 Equity Securities 0.1 1.3 1.1
Note 4--Derivative Financial Instruments The Company uses interest rate swaps, exchange-traded interest rate futures contracts, and options to hedge interest rate risks and to match assets with its insurance liabilities. Interest rate forward contracts are also used to some extent in the hedging process. Derivative Risks The basic types of risks associated with derivatives are market risk (that the value of the derivative will be adversely impacted by changes in the market, primarily the change in interest rates) and credit risk (that the counterparty will not perform according to the terms of the contract). The market risk of the derivatives should generally offset the market risk associated with the hedged financial instrument or liability. To help limit the credit exposure of the derivatives, the Company has entered into master netting agreements with its counterparties whereby contracts in a gain position can be offset against contracts in a loss position. The Company also typically enters into bilateral, cross-collateralization agreements with its counterparties to help limit the credit exposure of the derivatives. These agreements require the counterparty in a loss position to submit acceptable collateral with the other counterparty in the event the net loss position meets or exceeds an agreed upon amount. The Company's current credit exposure on derivatives, which is limited to the value of those contracts in a net gain position, was $50.9 million at December 31, 1997. 90 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 4--Derivative Financial Instruments - Continued Hedging Activity The table below summarizes by notional amounts the activity for each category of derivatives.
Interest Rate Swaps ----------------------------- Receive Receive Variable/ Fixed/ Pay Fixed Pay Variable Forwards Futures Options Total (in millions of dollars) -------------------------------------------------------------------------------------------- Balance at December 31, 1994 $800.0 $ 726.0 $ - $ 205.0 $ - $1,731.0 Additions 300.0 495.0 - 947.5 820.0 2,562.5 Terminations 200.0 359.8 - 1,137.5 820.0 2,517.3 ------ -------- ------ -------- -------- -------- Balance at December 31, 1995 900.0 861.2 - 15.0 - 1,776.2 Additions - 400.0 - 477.0 - 877.0 Terminations 600.0 463.6 - 482.0 - 1,545.6 ------ -------- ------ -------- -------- -------- Balance at December 31, 1996 300.0 797.6 - 10.0 - 1,107.6 Acquisition of Business--Note 14 - 9.4 390.0 - - 399.4 Additions - 420.0 - 1,257.3 2,034.5 3,711.8 Terminations 300.0 114.6 250.0 823.8 1,625.0 3,113.4 ------ -------- ------ -------- -------- -------- Balance at December 31, 1997 $ - $1,112.4 $140.0 $ 443.5 $ 409.5 $2,105.4 ====== ======== ====== ======== ======== ========
Additions and terminations reported above for futures and options include roll activity, which is the closing out of an old contract and initiation of a new one when the futures contract is about to mature but the need for it still exists. The following table summarizes the timing of anticipated settlements of interest rate swaps outstanding at December 31, 1997, and the related weighted average interest receive rate or pay rate assuming current market conditions.
1998 1999 2000 2001 2002 Total (in millions of dollars) -------------------------------------------------------- Receive Fixed/Pay Variable Notional Value $13.0 $420.0 $249.4 $280.0 $150.0 $1,112.4 Weighted Average Receive Rate 5.00% 7.30% 7.76% 7.70% 7.54% 7.51% Weighted Average Pay Rate 5.72 5.79 5.86 5.81 5.81 5.81
91 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 4--Derivative Financial Instruments - Continued Derivative activity falls under seven hedging programs as follows: Program 1 The Company routinely uses forwards and futures to protect margins by reducing the risk of changes in interest rates between the time of asset purchase and the associated sale of an asset or sale of new business. The majority of the 1995 activity ($500.0 million) was a hedge of the reinvestment of the proceeds from the securitization of the Company's commercial mortgage loan portfolio (see Note 3). Gains or losses on termination of these forwards and futures are deferred and reported as an adjustment of the carrying amount of the hedged asset or liability and amortized into earnings over the lives of the hedged items. The net deferred gain associated with this activity was $30.2 million and $29.3 million at December 31, 1997 and 1996, respectively. The deferred gain from this program was amortized into income in the consolidated statements of income as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) ------------------------------------------------ Net Investment Income $ 1.0 $ 1.0 $ 0.2 Policy and Contract Benefits 1.0 1.2 3.8 ----- ----- ----- $ 2.0 $ 2.2 $ 4.0 ===== ===== =====
At December 31, 1997, the Company had no open futures contracts under this program. Program 2 In 1994 and 1993, the Company created $101.0 million of synthetic fixed rate assets consisting of variable rate mortgage-backed securities combined with index amortizing swaps (receive fixed/pay variable). These synthetic fixed rate assets back fixed rate GICs. During this time, the Company also created $625.0 million of synthetic variable rate GICs consisting of fixed rate GICs combined with index amortizing swaps (receive fixed/pay variable), which were then backed by variable rate mortgage-backed securities. The notional amount of index amortizing swaps associated with this program was $113.0 million and $197.6 million at December 31, 1997 and 1996, respectively. The notional amount of these swaps reduces based on an amortization schedule indexed to a constant maturity treasury rate. Under market conditions at December 31, 1997, the remaining swaps are expected to amortize fully over the next two years. 92 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Provident Companies, Inc. and Subsidiaries Note 4--Derivative Financial Instruments - Continued Income (expense) from settlements of payment streams on these interest rate swap agreements as reported in the consolidated statements of income was as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) ---------------------------------------------------- Net Investment Income $ - $ - $ 0.9 Policy and Contract Benefits 0.2 0.3 (4.7) ----- ----- ----- $ 0.2 $ 0.3 $(3.8) ===== ===== =====
Program 3 In December 1994, the Company announced that it would discontinue the sale of traditional GICs. At that time, the Company decided to convert from a duration matching investment approach to a cash flow matching investment approach for its GIC business. The Company hedged the risk that a rise in interest rates would reduce the price on future sales of assets which would be necessary to fund maturing liabilities by entering into $1.1 billion notional amount of forward interest rate swaps (receive variable/pay fixed) and $205.0 million notional amount of short interest rate futures contracts. The majority of this hedge was initiated in 1994, with the last $300.0 million of swaps initiated in 1995. The $205.0 million futures position was terminated in 1995 as planned when $208.7 million of fixed maturity securities were sold to fund maturing GICs. The Company realized a $0.1 million before-tax investment gain on the futures and a $5.6 million before-tax investment loss on the fixed maturity securities, a net result which was consistent with the original hedge expectations. The first $200.0 million swap position was terminated in 1995; however, fixed maturity securities sales did not occur as originally anticipated because the Company had adequate cash flow from other sources to fund the maturing GICs. The primary source of this other cash flow was the securitization of the commercial mortgage loan portfolio which had not been anticipated at the time this hedge was initiated (see Note 3). The Company realized a $20.0 million before-tax investment loss on the termination of this swap position in 1995. During 1996, the Company terminated $600.0 million of these forward swaps as scheduled, realizing a $36.1 million before-tax investment loss. In addition, the Company used offsetting futures contracts to partially remove the hedge as fixed maturities were sold prior to the termination date of the interest rate swaps. The Company realized a $5.3 million before-tax investment loss on the termination of these futures contracts. The Company sold $423.0 million of fixed maturity securities associated with this hedge, realizing a $19.6 million before-tax investment gain. During 1997, the Company terminated the remaining $300.0 million of these forward swaps as scheduled, realizing a $4.1 million before-tax investment loss. In addition, the Company used offsetting futures contracts to partially remove the hedge as fixed maturity securities were sold prior to the termination date of the interest rate swaps. The Company realized a $0.1 million before-tax investment gain on the termination of these futures contracts. The Company sold $302.0 million of fixed maturity securities associated with this hedge, realizing a $4.3 million before-tax investment gain. Program 4 In 1995, the Company purchased $820.0 million in put options on treasury securities to hedge the risk that a rise in interest rates would reduce the price realized on the securitization of the commercial mortgage loan portfolio. The options expired without value, and the $7.6 million price of the option was reported as an adjustment to the net realized investment gain from the mortgage loan sale. 93 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 4--Derivative Financial Instruments - Continued Program 5 The Company has executed a series of cash flow hedges in the individual disability income portfolio and the group single premium annuities portfolio. The purpose of these hedges is to lock in the reinvestment rates on future cash flows and protect the Company from the potential adverse impact of declining interest rates on the associated policy reserves. The Company uses futures contracts to partially offset hedges on fixed maturity securities purchased prior to the termination date of interest rate swaps and forwards. The Company also uses futures contracts to replace terminated forwards and interest rate swaps in order to maintain hedges until the fixed maturity securities are purchased. The following table summarizes the hedging activity under this program:
Notional Before-Tax Amount Realized Outstanding Investment Deferred Additions Terminations at December 31 Gain (Loss) Gain (in millions of dollars) ------------------------------------------------------------------------------------- Individual Disability Income 1995 Interest Rate Swaps $ 495.0 $ - $ 495.0 $ - $ - ======== ======== ======== ===== ===== 1996 Interest Rate Swaps $ 200.0 $ 225.0 $ 470.0 $ 0.6 $ 3.6 Futures 144.5 134.5 10.0 - 3.6 -------- -------- -------- ----- ----- Total $ 344.5 $ 359.5 $ 480.0 $ 0.6 $ 7.2 ======== ======== ======== ===== ===== 1997 Interest Rate Swaps $ 420.0 $ 30.0 $ 860.0 $ - $ 1.7 Forwards 390.0 250.0 140.0 - 23.2 Futures 247.5 214.0 43.5 - 2.4 Options - U.S. Treasury Interest Rate 550.0 195.0 355.0 0.1 0.1 Options - Interest Rate Swaps 850.0 850.0 - 0.7 3.3 -------- -------- -------- ----- ----- Total $2,457.5 $1,539.0 $1,398.5 $ 0.8 $30.7 ======== ======== ======== ===== ===== Group Single Premium Annuities 1996 Interest Rate Swaps $ 200.0 $ 70.0 $ 130.0 $(0.1) $ - ======== ======== ======== ===== ===== 1997 Interest Rate Swaps $ - $ - $ 130.0 $ - $ - Options - Interest Rate Swaps 300.0 300.0 - - 0.5 -------- -------- -------- ----- ----- Total $ 300.0 $ 300.0 $ 130.0 $ - $ 0.5 ======== ======== ======== ===== =====
94 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 4--Derivative Financial Instruments - Continued In 1997 and 1996, the Company amortized into net investment income $0.6 million and $0.1 million, respectively, of the deferred gains from this program. At December 31, 1997, the Company had an unrealized gain of $133.8 million on the open interest rate swaps, forwards, and futures. These derivatives are scheduled to be terminated in the years 1998 through 2002 as assets are purchased with the future anticipated cash flows. Program 6 In 1997, the Company began selling indexed annuity products whereby a portion of the crediting rate on the annuity is based on the performance of the S&P 500 stock index. In order to hedge this fluctuating credit rate, the Company purchased options with the S&P 500 stock index as the underlying item. These options will be settled with a net cash payment to the Company at the expiration date if the S&P 500 index moves above the option contract's strike price; otherwise, no cash payment will take place at expiration. At December 31, 1997, the outstanding notional amount of these options was $4.5 million, and the fair value and carrying amount were $1.6 million. Program 7 In 1997, the Company opened $400.0 million of interest rate futures contracts and wrote $50.0 million of options on interest rate futures in order to hedge the borrowing rate on the anticipated refinancing of long-term debt (see Note 18). The Company realized a $2.9 million before-tax investment loss when $250.0 million of the interest rate futures contracts were terminated and rolled into 1998. The loss on the interest rate futures contracts and the $0.7 million option premium received were deferred and will be amortized as an adjustment to interest expense on long-term debt. 95 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 5--Value of Business Acquired A reconciliation of value of business acquired for the year ended 1997 is as follows (in millions of dollars):
Balance at January 1 $ 5.9 Acquisition of Business--Note 14 645.7 Interest Accrued 33.1 Amortization (64.3) Adjustment for Unrealized Investment Gains (59.6) ------ Balance at December 31 $560.8 ======
The carrying amounts of value of business acquired in 1996 and 1995 were immaterial. The estimated net amortization of value of business acquired for each of the next five years is as follows (in millions of dollars): 1998 $40.7 1999 39.4 2000 38.3 2001 36.9 2002 35.6
96 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 6--Liability for Unpaid Claims and Claim Adjustment Expenses Changes in the liability for unpaid claims and claim adjustment expenses were as follows:
1997 1996 1995 (in millions of dollars) --------------------------------------------------- Balance at January 1 $3,047.5 $2,824.7 $2,472.9 Less Reinsurance Recoverables 372.1 343.2 237.6 -------- -------- -------- Net Balance at January 1 2,675.4 2,481.5 2,235.3 Acquisition of Business--Note 14 2,295.4 - - Incurred Related to: Current Year 1,537.3 910.6 960.0 Prior Years Interest 285.0 173.3 155.0 Incurred (30.5) (65.5) (31.1) -------- -------- -------- Total Incurred 1,791.8 1,018.4 1,083.9 -------- -------- -------- Paid Related to: Current Year 337.2 322.4 359.0 Prior Years 1,011.3 502.1 478.7 -------- -------- -------- Total Paid 1,348.5 824.5 837.7 -------- -------- -------- Net Balance at December 31 5,414.1 2,675.4 2,481.5 Plus Reinsurance Recoverables 857.7 372.1 343.2 -------- -------- -------- Balance at December 31 $6,271.8 $3,047.5 $2,824.7 ======== ======== ========
The majority of the net balances are related to disabled lives claims with long- tail payouts on which interest earned on assets backing liabilities is an integral part of pricing and reserving. Interest accrued on prior year reserves has been calculated on the opening reserve balance less one-half year's cash payments at the average rate at which the Company's reserves were discounted during 1997, 1996, and 1995. 97 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 7--Federal Income Taxes A reconciliation of the income tax attributable to continuing operations computed at U.S. federal statutory tax rates to the income tax expense as included in the consolidated statements of income follows:
Year Ended December 31 1997 1996 1995 ---------------------------------------------------- Statutory Federal Income Tax Rate 35.0% 35.0% 35.0% Tax-preferred Investment Income (0.6) (1.1) (2.1) Net Prior Years Tax Refunds - (0.1) (0.8) Other Items, Net 0.6 1.8 2.2 ---- ---- ---- Effective Tax Rate 35.0% 35.6% 34.3% ==== ==== ====
98 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 7--Federal Income Taxes - Continued Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred federal income tax liability are as follows:
December 31 1997 1996 (in millions of dollars) -------------------------------- Deferred Tax Liability Deferred Policy Acquisition Costs $ 68.0 $133.6 Bond Market Discount 4.3 11.2 Net Unrealized Investment Gains 334.7 48.9 Value of Business Acquired 217.6 2.3 Property and Equipment 10.5 9.8 Other 34.5 13.4 ------ ------ Total Deferred Tax Liability 669.6 219.2 ------ ------ Deferred Tax Asset Reserves 367.4 105.5 Realized Investment Gains and Losses 53.1 44.7 Postretirement Benefits 26.8 20.9 Other Employee Benefits 29.3 24.4 Other 43.2 9.2 ------ ------ Total Deferred Tax Asset 519.8 204.7 ------ ------ Net Deferred Tax Liability $149.8 $ 14.5 ====== ======
The Company is required to establish a valuation allowance for any portion of the deferred tax asset that management believes will not be realized. In the opinion of management, it is more likely than not that the Company will realize the benefit of the deferred tax asset and, therefore, no such valuation allowance has been established. 99 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 7--Federal Income Taxes - Continued Under the Life Insurance Company Tax Act of 1959, life companies were required to maintain a policyholders' surplus account containing the accumulated portion of current income which had not been subjected to income tax in the year earned. The Deficit Reduction Act of 1984 requires that no future amounts be added after 1983 to the policyholders' surplus account. Further, any future distributions from the account would become subject to federal income taxes at the general corporate federal income tax rate then in effect. The amount of the policyholders' surplus account at December 31, 1997, is approximately $202.0 million. Future distributions from the policyholders' surplus account are deemed to occur if a statutorily prescribed maximum for the account is less than the value of the account or if dividend distributions exceed the total amount accumulated as currently taxable income in the year earned. If the entire policyholders' surplus account were deemed distributed in 1998, this would result in a tax of approximately $70.7 million. No current or deferred federal income taxes have been provided on these amounts because management considers the conditions under which such taxes would be paid to be remote. During 1997, the Company held an appellate conference with the Internal Revenue Service for tax years 1986 through 1992 and is awaiting a response to its comprehensive settlement proposal covering all issues for such years. The Internal Revenue Service continued its examination of the Company's federal income tax returns for tax years 1993 through 1995. Management believes this appellate conference and examination will have no material adverse impact on the Company's financial statements. In 1996, the Company received a refund that had been accrued in 1995 relating to the final settlement of litigation for tax years 1980 through 1983. The refund of taxes was $1.5 million and interest on the refund was $4.2 million. The Company also received a refund that had been accrued in 1994 relating to a final settlement of the remaining issues in dispute for the 1984 and 1985 tax years. The refund of taxes was $3.1 million and related interest was $5.9 million. During 1996, the Internal Revenue Service concluded its examination of the Company's federal income tax returns for tax years 1990 through 1992 and issued a Revenue Agent's Report proposing a tax deficiency of $26.0 million for these years. Although this proposed deficiency has been appealed, the Company made an additional payment for these years of $13.0 million tax and $5.2 million interest to preclude the accrual of interest at punitive rates on any portion of the proposed deficiency that the Company could possibly lose. Net income for 1996 was increased by $0.9 million as a result of these tax refunds and payments. In 1995, the Company received a refund that was previously accrued in 1994 relating to a final settlement of the remaining issues in litigation for the 1966 through 1979 tax years. The refund of taxes was $1.1 million and interest on the refund was $4.8 million. The Company also accrued refunds of federal income tax of $1.5 million and related interest of $3.5 million attributable to a final settlement of the remaining issues in litigation for tax years 1980 through 1983. Overall, including interest received, net income in 1995 was increased by $4.0 million as a result of the receipt and accrual of these refunds. Federal income taxes paid during 1997, 1996, and 1995 were $122.7 million, $92.5 million, and $71.8 million, respectively. 100 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 8--Debt Short-term debt at December 31, 1997, was $150.7 million and consisted of reverse repurchase agreements with a weighted average interest rate of 6.38 percent. At December 31, 1996, there was no short-term debt outstanding. During 1996, the Company entered into an $800.0 million five-year revolving credit facility with various domestic and international banks. The purpose of this arrangement was to provide partial financing for the purchase of The Paul Revere Corporation and GENEX Services, Inc. (see Note 14), to refinance the existing bank term notes of $200.0 million, and for general corporate uses. Interest is variable based upon a London Interbank Offered Rate (LIBOR) plus a margin. At December 31, 1997, the outstanding borrowing under the revolving credit facility was $725.0 million (see Note 18). During 1996, the Company repaid the $200.0 million bank term notes which were due on or before December 1, 1996. Interest paid on short-term and long-term debt during 1997, 1996, and 1995 was $41.4 million, $17.1 million, and $22.4 million, respectively. Interest expense during 1997, 1996, and 1995 was $42.5 million, $17.8 million, and $22.3 million, respectively. Note 9--Retirement Benefits Pension Plans The Company provides noncontributory defined benefit pension plans for eligible employees. The benefits are based on years of service and the employee's highest consecutive five years of compensation. The Company's funding policy is to contribute amounts to the plans sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such additional amounts as the Company may determine to be appropriate. Plan assets are invested in two separate accounts of a subsidiary of the Company, one of which invests in listed equity securities and the other in corporate obligations and U.S. bonds, and in an unrelated trust consisting of bonds and equity securities. 101 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 9--Retirement Benefits - Continued The pension plans' funded status and the amount recognized in the Company's consolidated statements of financial condition are as follows:
December 31 1997 1996 (in millions of dollars) -------------------------------------------- Actuarial present value of benefit obligation - vested $252.2 $160.8 ====== ====== Accumulated benefit obligation $255.2 $161.6 ====== ====== Projected benefit obligation $308.2 $189.8 Plan assets at fair value 380.8 220.2 ------ ------ Plan assets in excess of projected benefit obligation 72.6 30.4 Unrecognized net actuarial gains (72.1) (29.9) Unrecognized prior service cost 2.7 2.4 Unrecognized net transition obligation 0.6 0.6 ------ ------ Accrued pension asset $ 3.8 $ 3.5 ====== ====== Weighted average discount rate used in determining the projected benefit obligation 7.25% 7.25% Weighted average rate of compensation increase 4.65% 4.50%
Net periodic pension cost (benefit) included the following components:
Year Ended December 31 1997 1996 1995 (in millions of dollars) --------------------------------------------------------- Service cost $ 9.1 $ 4.0 $ 5.7 Interest cost 20.5 12.6 12.6 Actual return on plan assets (83.1) (28.1) (43.1) Net amortization and deferral 53.0 7.5 26.5 Curtailment cost - - 1.0 ------ ------ ------ $ (0.5) $ (4.0) $ 2.7 ====== ====== ====== Expected long-term rate of return on plan assets 8.65% 8.50% 7.75%
102 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 9--Retirement Benefits - Continued Postretirement Plans The Company sponsors two types of defined benefit postretirement plans other than pensions for full-time employees who have ten years of credited service with the Company and have reached age 55. One plan provides medical and dental benefits, and the other provides life insurance benefits. The postretirement health care plan is contributory, with retiree contributions adjusted periodically, and contains other cost-sharing features such as deductibles and coinsurance. It is the Company's expressed intent to increase the health care plan's retiree contribution rate as the cost of health care increases. The life insurance plan is noncontributory and is partially funded through life insurance contracts issued by the Company. The health care plan is unfunded. The following tables show the accumulated postretirement benefit obligation, the amount recognized in the Company's consolidated statements of financial condition, and the net periodic postretirement benefit cost.
December 31 1997 1996 (in millions of dollars) ------------------------------- Accumulated postretirement benefit obligation: Retirees $50.8 $43.2 Fully eligible active plan participants 3.0 1.7 Other active plan participants 14.2 14.3 ----- ----- 68.0 59.2 Plan assets at fair value 9.0 8.5 ----- ----- Accumulated postretirement benefit obligation in excess of plan assets 59.0 50.7 Unrecognized net gain 11.0 7.6 ----- ----- Accrued postretirement benefit liability $70.0 $58.3 ===== ===== Weighted average discount rate used in determining the accumulated postretirement benefit obligation 7.25% 7.25%
103 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 9--Retirement Benefits - Continued Net periodic postretirement benefit cost included the following components:
Year Ended December 31 1997 1996 1995 (in millions of dollars) ------------------------------------------------------ Service cost $ 1.5 $ 1.5 $ 1.9 Interest cost 4.4 4.0 4.6 Actual return on plan assets (0.5) (0.5) (0.5) Net amortization and deferral (3.2) (3.0) (3.4) ----- ----- ----- $ 2.2 $ 2.0 $ 2.6 ===== ===== ===== Expected long-term rate of return on plan assets 8.50% 8.50% 8.50%
The postretirement benefit costs for 1997, 1996, and 1995 assume a weighted average annual rate of increase in the per capita cost of covered health care benefits of 8 percent, 9 percent, and 12 percent, respectively, decreasing gradually to 5 percent for 2004 and thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. Increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1997, by $4.5 million and the aggregate of net periodic postretirement benefit cost for 1997 by $0.5 million. Curtailment Gains During 1995, the Company recognized curtailment gains of $16.6 million and $7.7 million in its pension and postretirement plans, respectively. The gains resulted from the sale of the group medical business (see Note 15) and the consequent termination of participation in the Company's benefit plans of certain employees. The gains were included in the determination of the total gain recognized on the sale. 104 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 10--Stockholders' Equity and Earnings Per Share Preferred Stock In 1993, the Company issued 1,041,667 shares of 8.10% cumulative preferred stock, liquidation preference $150 per share evidenced by depositary receipts for 6,250,002 depositary shares each representing a one-sixth interest of a preferred share, of which 6,249,202 were issued and outstanding as of December 31, 1997 and 1996 (see Note 18). Common Stock On July 30, 1997, the Board of Directors authorized a two-for-one stock split effected in the form of a stock dividend distributed on September 30, 1997, to stockholders of record on August 28, 1997. The common stock par value of $1 per share remained unchanged. Historical share and per share amounts in the consolidated financial statements and notes thereto have been restated to reflect the stock split. In 1996, the Company's shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase from 65,000,000 to 150,000,000 the number of shares of common stock which the Company is authorized to issue. Earnings Per Common Share The computations of earnings per common share and earnings per common share assuming dilution are as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars, except share data) -------------------------------------------------------- Numerator: Net Income $ 247.3 $ 145.6 $ 115.6 Preferred Stock Dividends 12.7 12.7 12.7 ------------ ----------- ----------- Income Available to Common Stockholders $ 234.6 $ 132.9 $ 102.9 ============ =========== =========== Denominator (000s): Weighted Average Common Shares 124,505.4 91,044.8 90,762.7 Dilution for Assumed Exercise of Stock Options 2,747.8 1,109.7 169.1 ------------ ----------- ----------- Weighted Average Common Shares - Assuming Dilution 127,253.2 92,154.5 90,931.8 ============ =========== =========== Earnings Per Common Share $ 1.88 $ 1.46 $ 1.13 ============ =========== =========== Earnings Per Common Share - Assuming Dilution $ 1.84 $ 1.44 $ 1.13 ============ =========== ===========
105 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 11--Incentive Compensation and Stock Purchase Plans Incentive Compensation The Company has in effect a two-part management incentive compensation plan, the first part of which is cash-based and is designed to encourage achievement of specific annual goals in which key employees participate. The compensation cost recognized in the consolidated statements of income for this part of the plan is $6.4 million, $3.6 million, and $2.9 million for 1997, 1996, and 1995, respectively. The second part of this plan is a stock option plan. The Company applies Opinion 25 and related interpretations in accounting for the stock option plan. For stock options subject to stock price performance, the compensation cost recognized in the consolidated statements of income was $2.0 million and $2.4 million for 1996 and 1995, respectively. All price performance requirements were met by December 31, 1996, for these stock options. Under the 1994 stock plan, the Company may grant options of up to 10,000,000 shares of common stock. The exercise price of each option equals the market price of the Company's stock on the date of grant. The options cannot be exercised until at least one year after the date of grant and have a maximum term of ten years after the date of grant. Options granted prior to 1994 were granted under the 1989 stock option plan. Under that plan, the Company could grant options of up to 1,400,000 shares of common stock over the five year term of the plan which ended effective December 31, 1993. The exercise price of each option equaled the market price of the Company's stock on the date of grant. The options outstanding under this plan are currently exercisable and have a maximum term of ten years after the date of grant. 106 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 11--Incentive Compensation and Stock Purchase Plans - Continued Summaries of the Company's stock options are as follows:
1997 1996 1995 ------------------------- ------------------------- ------------------------- Shares Weighted Average Shares Weighted Average Shares Weighted Average (000s) Exercise Price (000s) Exercise Price (000s) Exercise Price ----- ---------------- ----- ---------------- ----- ---------------- Outstanding at January 1 4,239 $13.38 3,297 $12.41 1,771 $13.67 Granted 3,454 24.50 1,347 15.57 2,006 11.35 Exercised (562) 14.49 (322) 12.08 (98) 10.36 Forfeited (193) 24.36 (62) 15.40 (206) 13.02 Expired - - (21) 14.65 (176) 13.45 ----- ----- ----- Outstanding at December 31 6,938 18.52 4,239 13.38 3,297 12.41 ===== ===== ===== December 31 1997 1996 1995 (shares in thousands) -------------------------------------------------------------- Exercisable 3,728 2,954 953 Exercisable based on additional service 3,210 1,285 1,950 Exercisable based on stock price performance 0 0 394 ----- ----- ----- Outstanding 6,938 4,239 3,297 ===== ===== =====
December 31, 1997 ----------------------------------------------------------------------------------------------------------- Options Outstanding Options Exercisable --------------------------------------------------------------- ----------------------------------- Weighted Average Range of Shares Remaining Weighted Average Shares Weighted Average Exercise Prices (000s) Contractual Life Exercise Price (000s) Exercise Price --------------- ----- ----------------- ------------------ ----- ---------------- $ 9.00 to 13.99 1,960 3.8 years $11.40 1,960 $11.40 14.00 to 18.99 1,724 5.1 15.30 1,724 15.30 19.00 to 23.99 2,587 9.0 23.72 4 20.58 24.00 to 28.99 635 9.1 27.38 21 26.37 29.00 to 35.99 32 7.4 32.34 19 33.03 ----- ----- 9.00 to 35.99 6,938 6.6 18.52 3,728 13.41 ===== =====
In 1997, the Company granted 267,040 shares of nonvested stock to certain key employees with a weighted average grant date fair value of $28.12 per common share. The compensation cost recognized in the consolidated statements of income for the year ended December 31, 1997 was $1.2 million. 107 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 11--Incentive Compensation and Stock Purchase Plans - Continued Employee Stock Purchase Plan In 1995, the Company established an employee stock purchase plan to promote and maintain widespread employee stock ownership. The plan became effective in the fourth quarter of 1995 and conforms to Internal Revenue Code Section 423. Under the plan, the Company is authorized to issue up to 2,000,000 shares of common stock to its employees, nearly all of whom are eligible to participate. Under the terms of the plan, eligible employees may purchase common stock of the Company at the end of each three-month financial quarter. The purchase price of the stock is 85 percent of the lower of its beginning of the quarter or end of the quarter market price. The maximum amount of stock a participating employee may purchase under the plan in any one calendar year is limited to $25,000 in fair market value of the stock as determined at the beginning of each purchase period. The Company sold 108,799, 68,622, and 63,870 shares to employees with a weighted average exercise price of $24.63, $14.68, and $11.53 per share in 1997, 1996, and 1995, respectively. The Company applies Opinion 25 and related interpretations in accounting for the stock purchase plan. Accordingly, no compensation cost has been recognized. Compensation Cost Under the Fair Value Approach (SFAS 123) Compensation cost for the Company's management incentive compensation plan and employee stock purchase plan under the fair value approach was estimated as of the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:
Year Ended December 31 1997 1996 1995 -------------------------------------------------- Volatility 18.0% 18.2% 19.1% Risk-free rate of return 6.5% 5.7% 7.6% Dividend payout rate per share $0.36 $0.36 $0.36 Time of exercise Management Incentive Compensation Plan Executives 7 years 7 years 5 years Non-executives 6 years 6 years 4 years Employee Stock Purchase Plan 3 months 3 months 3 months Weighted average fair value of options granted during the year Management Incentive Compensation Plan $7.36 $3.68 $2.46 Employee Stock Purchase Plan $5.62 $3.38 $2.63
108 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 11--Incentive Compensation and Stock Purchase Plans - Continued Had compensation cost for the two plans been determined in accordance with the provisions of SFAS 123, the Company's pro forma net income and earnings per common share would have been as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars, except share data) --------------------------------------------------------- Net Income $241.6 $143.6 $114.2 Earnings Per Common Share 1.84 1.44 1.12 Earnings Per Common Share - Assuming Dilution 1.81 1.42 1.12
Note 12--Reinsurance The Company routinely assumes and cedes reinsurance with other insurance companies. The primary purpose of ceded reinsurance is to limit losses from large exposures; however, if the reinsurer is unable to meet its obligations, the originating issuer of the insurance coverage retains the liability. Premium income, policy and contract benefits, and change in reserves for future policy and contract benefits and policyholders' funds are presented in the consolidated statements of income net of reinsurance ceded. In May 1995, the Company entered into an indemnity and assumption reinsurance agreement with Healthsource Insurance Company in connection with the sale of the group medical business (see Note 15). Under the terms of the reinsurance agreement, the Company ceded to Healthsource Insurance Company premium income and associated obligations and liabilities arising with respect to medical indemnity and dental and vision insurance issued by the Company in certain states where Healthsource Insurance Company was not licensed and approved to transact this type of business. Total premium income and policy and contract benefits ceded under this reinsurance agreement were $182.9 million and $153.8 million, respectively, for the year ended December 31, 1997, $224.6 million and $188.5 million, respectively, for the year ended December 31, 1996, and $170.6 million and $137.5 million, respectively, for the year ended December 31, 1995. In 1997, the reinsurance agreement was assigned by Healthsource Insurance Company, with the consent of the Company, to Connecticut General Life Insurance Company. It is anticipated that this business will be assumed by Connecticut General Life Insurance Company beginning April 1998. The total amounts deducted for reinsurance ceded are as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) --------------------------------------------------------- Premium Income $270.4 $305.5 $249.2 Policy and Contract Benefits 282.7 265.5 202.7 Change in Reserves for Future Policy and Contract Benefits and Policyholders' Funds 3.6 26.4 44.7
109 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 12--Reinsurance - Continued Reinsurance ceded and assumed consists of the following:
Year Ended December 31 1997 1996 1995 (in millions of dollars) ------------------------------------------------------ Reclassified ------------------------------------ Ceded Life Insurance in Force (Amount of Insurance) $6,184.7 $4,347.9 $4,258.5 Premium Income Individual Life and Disability 40.6 48.2 47.8 Employee Benefits 39.8 16.1 14.8 Other Operations 190.0 241.2 186.6 Assumed Life Insurance in Force (Amount of Insurance) $ 416.2 $ 437.0 $ 460.2 Premium Income Individual Life and Disability 167.2 35.3 36.9 Employee Benefits 1.0 0.5 0.4 Other Operations 6.2 15.7 15.0
Segment information for 1996 and 1995 has been reclassified to conform to current year reporting. 110 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 13--Segment Information Selected data by segment is as follows:
Year Ended December 31 1997 1996 1995 (in millions of dollars) ------------------------------------------------------ Reclassified ------------------------------------ Revenue (Excluding Net Realized Investment Gains and Losses) Individual Life and Disability $ 1,902.3 $ 1,025.0 $ 999.1 Employee Benefits 883.7 555.5 520.3 Other Operations 752.1 720.0 1,067.6 --------- --------- --------- Total $ 3,538.1 $ 2,300.5 $ 2,587.0 ========= ========= ========= Income Before Net Realized Investment Gains and Losses and Federal Income Taxes Individual Life and Disability $ 232.3 $ 115.4 $ 34.0 Employee Benefits 63.3 46.1 32.2 Other Operations 69.6 73.3 141.5 --------- --------- --------- Total $ 365.2 $ 234.8 $ 207.7 ========= ========= ========= Revenue (Including Net Realized Investment Gains and Losses) Individual Life and Disability $ 1,910.2 $ 1,033.0 $ 1,003.2 Employee Benefits 887.3 555.5 524.2 Other Operations 755.7 703.4 1,027.9 --------- --------- --------- Total $ 3,553.2 $ 2,291.9 $ 2,555.3 ========= ========= ========= Income Before Federal Income Taxes Individual Life and Disability $ 240.2 $ 123.4 $ 38.1 Employee Benefits 66.9 46.1 36.1 Other Operations 73.2 56.7 101.8 --------- --------- --------- Total $ 380.3 $ 226.2 $ 176.0 ========= ========= ========= Assets Individual Life and Disability $11,051.1 $ 5,735.0 $ 5,443.9 Employee Benefits 2,145.2 1,490.0 1,407.8 Other Operations 9,981.3 7,767.5 9,449.6 --------- --------- --------- Total $23,177.6 $14,992.5 $16,301.3 ========= ========= =========
Total revenue (excluding net realized investment gains and losses) includes premium income, net investment income, and other income. Total revenue (including net realized investment gains and losses) includes premium income, net investment income, net realized investment gains and losses, and other income. Assets have been allocated to the segments based upon identifiable liabilities and allocated stockholders' equity. Segment information for 1996 and 1995 has been reclassified to conform to current year reporting. The reclassification, which reflects the Company's current marketing and operational structure, did not change total Revenue, total Income Before Federal Income Taxes, or total Assets. 111 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 14--Acquisition of Business GENEX Services, Inc. On February 28, 1997, the Company acquired GENEX Services, Inc. and GENEX Services of Canada, Inc. (GENEX) at a price of $70.0 million. GENEX is a provider of case management, vocational rehabilitation, and related services to corporations, third party administrators, and insurance companies. These services are utilized in the management of disability and worker's compensation cases. The acquisition, financed through borrowings on the Company's revolving credit facility, was accounted for by the purchase method. The fair values of the assets acquired and liabilities assumed were $17.9 million and $8.9 million, respectively. The purchase price has been allocated to goodwill and will be amortized on a straight-line basis over a 25 year period. The consolidated financial statements include the operating results of GENEX from March 1, 1997. The Paul Revere Corporation On March 27, 1997, the Company acquired The Paul Revere Corporation (Paul Revere), a provider of life and disability insurance products, at a price of approximately $1.2 billion. The transaction was financed through common equity issued to Zurich Insurance Company, a Swiss insurer, and its affiliates in the amount of $300.0 million (19,047,620 shares of common stock), common equity of $437.5 million (23,340,000 shares of common stock) and cash of $2.5 million issued to Paul Revere shareholders, internally generated funds of $145.0 million, and borrowings on the Company's revolving credit facility of $305.0 million. The acquisition was accounted for by the purchase method. The fair values of the assets acquired and liabilities assumed were $6,680.0 million and $6,675.4 million, respectively. The purchase price has been allocated principally to the value of business acquired with the remainder being allocated to goodwill. The value of business acquired will be amortized with interest based on premium income for the traditional individual life and disability income products and on the estimates of future gross profits for interest- sensitive individual life and individual annuity products. Goodwill will be amortized on a straight-line basis over a 40 year period. The consolidated financial statements include the operating results of Paul Revere from April 1, 1997. Pro Forma Results The following pro forma results of operations for the years ended December 31, 1997 and 1996, give effect to the acquisitions and the related financing arrangements, including the acquisition of debt and issuance of common stock equity. The pro forma results of operations, prepared from historical financial results of operations of the Company, Paul Revere, and GENEX with such adjustments as are necessary to present the results of operations as if the acquisitions had occurred as of the beginning of each year presented, are as follows:
Year Ended December 31 1997 1996 (in millions of dollars, except share data) ------------------------------------------- Revenue Excluding Net Realized Investment Gains and Losses $3,958.1 $3,930.2 Revenue Including Net Realized Investment Gains and Losses 4,009.6 3,970.2 Income (Loss) Before Net Realized Investment Gains and Losses and Federal Income Taxes 377.2 (81.3) Income (Loss) Before Federal Income Taxes 428.7 (41.3) Net Income (Loss) 276.3 (37.1) Earnings Per Common Share 1.96 (0.37)
112 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 14--Acquisition of Business - Continued In 1996, Paul Revere strengthened reserves in its individual disability segment by $380.0 million before income taxes which resulted in a decrease in net income of $244.3 million ($1.83 per common share). The reserve strengthening resulted from a comprehensive study, completed in October 1996, of the adequacy of the individual disability reserves under generally accepted accounting principles. Note 15--Sale of a Portion of a Line of Business In December 1994, the Company entered into an Asset and Stock Purchase Agreement with Healthsource, Inc. (Healthsource) whereby Healthsource agreed to acquire certain assets and assume certain liabilities of the Company's group medical business. The sale was completed on May 31, 1995, effective April 30, 1995. The Company received $131.0 million in cash and $100.0 million of a new issue of Healthsource 6.25% preferred stock which was redeemed at par in the first quarter of 1996. Pursuant to the Asset and Stock Purchase Agreement, assets were transferred to Healthsource which had a carrying value of approximately $297.5 million. Liabilities assumed by Healthsource in connection with the transferred business totaled $221.5 million. Total revenue and income before federal income taxes for the group medical business were $146.2 million and $3.3 million, respectively, for the four month period ended April 30, 1995. The gain on sale of the Company's group medical business increased 1995 operating earnings by $21.8 million ($0.24 per common share) before taxes and $14.2 million ($0.16 per common share) after taxes. Note 16--Commitments and Contingent Liabilities Commitments In December 1997, the Company entered into a definitive agreement with American General Corporation (American General) under which various affiliates of American General will acquire the Company's individual and tax-sheltered annuity business for approximately $58.0 million in cash. In addition, American General is acquiring a number of miscellaneous group pension lines of business which are no longer actively marketed. The sale does not include the Company's Canadian annuity business, traditional GICs, or group single premium annuities. The transaction is expected to close in the second quarter of 1998. The Company expects to record a gain when the transaction is closed. Contingent Liabilities Two alleged class action lawsuits have been filed in Superior Court in Worcester, Massachusetts against the Company. One of the alleged lawsuits purports to represent all career agents of Paul Revere whose employment relationships ended on June 30, 1997, and who were offered contracts to sell insurance policies as independent producers, and the other purports to represent independent brokers who sold certain Paul Revere individual disability income policies with benefit riders. Motions have been filed by the Company to dismiss most of the counts in the complaints, which allege various breach of contract and statutory claims. To date no class has been certified in either lawsuit. The Company has strong defenses to both lawsuits and will vigorously defend its position and resist certification of the classes. In addition, the same plaintiff's attorney who has filed the purported class action lawsuits has filed 41 individual lawsuits on behalf of current and former Paul Revere sales managers alleging various breach of contract claims. The Company has strong defenses and will vigorously defend its position in these cases as well. Although the alleged class action lawsuits and the 41 individual lawsuits are in the early stages, management does not currently expect these suits to materially affect the financial position or results of operations of the Company. Various lawsuits against the Company have arisen in the normal course of business. Contingent liabilities that might arise from litigation are not deemed likely to materially affect the financial position or results of operations of the Company. 113 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 17--Statutory Financial Information Statutory Net Income, Capital and Surplus, and Dividends The Company's insurance subsidiaries' statutory net income, as reported in conformity with statutory accounting practices prescribed by state regulatory authorities, for the years ended December 31, 1997, 1996, and 1995, was $76.1 million, $104.9 million, and $67.1 million, respectively. Statutory capital and surplus at December 31, 1997 and 1996, was $1,128.2 million and $674.2 million, respectively. Regulatory restrictions limit the amount of dividends available for distribution to the Company from its insurance subsidiaries, without prior approval by regulatory authorities, to the greater of ten percent of an insurer's statutory surplus as regards policyholders as of the preceding year end or the statutory net gain from operations, excluding realized investment gains and losses, of the preceding year. The payment of dividends is further limited to the amount of statutory unassigned surplus. Based on these restrictions, it is anticipated that $151.9 million will be available for the payment of dividends to the Company from its top-tier insurance subsidiaries during 1998. Permitted Statutory Accounting Practices The Company's insurance subsidiaries prepare their statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the National Association of Insurance Commissioners (NAIC) and the applicable state regulatory authorities. Prescribed statutory accounting practices include state laws, regulations, and general administrative rules, as well as a variety of publications of the NAIC. Permitted statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, may differ from company to company within a state, and may change in the future. At December 31, 1997, the Company had not applied any permitted accounting practices that differed from prescribed statutory accounting practices that had a material impact on the financial position or results of operations of the insurance subsidiaries. The NAIC currently is in the process of recodifying statutory accounting practices, the result of which is expected to standardize prescribed statutory accounting practices. Accordingly, that project, which is expected to be completed in 1998, will likely change, to some extent, prescribed statutory accounting practices and may result in changes to the accounting practices that the Company's insurance subsidiaries use to prepare their statutory financial statements. Deposits At December 31, 1997, the Company's insurance subsidiaries had on deposit with regulatory authorities securities with a book value of $902.3 million held for the protection of policyholders. Note 18--Subsequent Events On February 24, 1998, the Company repaid the $725.0 million outstanding borrowing on its revolving credit facility and redeemed its cumulative preferred stock outstanding of $156.2 million at $150 per share equivalent to $25 per depositary share. The debt repayment and preferred stock redemption were funded through short-term borrowings. 114 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued Provident Companies, Inc. and Subsidiaries Note 18--Subsequent Events - Continued In May 1997, the Securities and Exchange Commission declared effective a shelf registration statement pursuant to which the Company may issue up to $900.0 million in debt and/or equity securities. On March 16, 1998, the Company completed a public offering of $200.0 million of 7.25% senior notes due March 15, 2028. On March 16, 1998, Provident Financing Trust I, a subsidiary trust of the Company, issued $300.0 million of 7.405% capital securities in a public offering. These capital securities, which mature on March 15, 2038, are fully and unconditionally guaranteed by the Company, have a liquidation value of $1,000 per capital security, and have a mandatory redemption feature under certain circumstances. The Company issued 7.405% junior subordinated deferrable interest debentures which mature on March 15, 2038, to the subsidiary trust in connection with the capital securities offering. The Company has $400.0 million available for debt and/or equity securities under its shelf registration statement following the issuance of the senior notes and capital securities. Note 19--Supplemental Data on Quarterly Results of Operations (Unaudited) The following is a summary of unaudited quarterly results of operations for 1997 and 1996:
1997 -------------------------------------------------------------- 4th 3rd 2nd 1st (in millions of dollars, except share data) -------------------------------------------------------------- Premium Income $582.2 $594.0 $590.0 $287.5 Net Investment Income 364.6 362.9 364.7 262.5 Net Realized Investment Gains 2.0 6.9 1.5 4.7 Total Revenue 991.0 997.1 993.8 571.3 Income Before Federal Income Taxes 117.3 109.5 90.7 62.8 Net Income 75.8 71.0 59.7 40.8 Earnings Per Common Share .54 .50 .42 .40 Earnings Per Common Share - Assuming Dilution .53 .49 .41 .39
1996 ---------------------------------------------------------------- 4th 3rd 2nd 1st (in millions of dollars, except share data) ---------------------------------------------------------------- Premium Income $292.4 $287.4 $291.3 $304.6 Net Investment Income 268.0 269.5 274.1 278.5 Net Realized Investment Gains (Losses) 1.4 (4.1) (5.3) (0.6) Total Revenue 568.5 562.7 569.0 591.7 Income Before Federal Income Taxes 67.8 51.8 53.2 53.4 Net Income 43.9 33.2 34.1 34.4 Earnings Per Common Share .45 .33 .34 .34 Earnings Per Common Share - Assuming Dilution .44 .33 .34 .34
115 EX-21 3 LIST OF SUBSIDIARIES Exhibit (21) Subsidiaries of the Company (attached) 116 Subsidiaries of the Company Name State of Domicile ---- ----------------- Provident Life and Accident Insurance Company Tennessee Provident Life and Casualty Insurance Company Tennessee Provident National Assurance Company Tennessee The Paul Revere Life Insurance Company Massachusetts The Paul Revere Variable Annuity Insurance Company Massachusetts GENEX Services, Inc. Pennsylvania 117 EX-23 4 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in this Annual Report (Form 10-K) of Provident Companies, Inc. and Subsidiaries of our report dated February 3, 1998 (except for Note 18, as to which the date is March 16, 1998), included in the 1997 Annual Report to Stockholders of Provident Companies, Inc. and Subsidiaries. Our audits also included the financial statement schedules of Provident Companies, Inc. and Subsidiaries listed in Item 14(a). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-47551, Form S-8 No. 33-88108 and Form S-8 No. 33-62231) pertaining to the Provident Life and Accident Insurance Company MoneyMaker, A Long-Term 401(k) Retirement Savings Plan, the Provident Life and Accident Insurance Company Stock Option Plan of 1994 and the Provident Life and Accident Insurance Company Employee Stock Purchase Plan of 1995 and in the Registration Statements (Form S-3 No. 333-17849 and Form S-3 No. 333-25009) of our report dated February 3, 1998 (except for Note 18, as to which the date is March 18, 1998), with respect to the consolidated financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedules included in this Annual Report (Form 10-K) of Provident Companies, Inc. and Subsidiaries. ERNST & YOUNG LLP Chattanooga, Tennessee March 26, 1998 118 EX-24 5 POWERS OF ATTORNEY POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ William L. Armstrong ---------------------------- William L. Armstrong 119 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ William H. Bolinder ------------------------- William H. Bolinder 120 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Steven M. Gluckstern ------------------------ Steven M. Gluckstern 121 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for her and in her name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Charlotte M. Heffner ------------------------ Charlotte M. Heffner 122 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Hugh B. Jacks ----------------------- Hugh B. Jacks 123 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ William B. Johnson ------------------------ William B. Johnson 124 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Hugh O. Maclellan, Jr. --------------------------- Hugh O. Maclellan, Jr. 125 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ A. S. (Pat) MacMillan -------------------------- A. S. (Pat) MacMillan 126 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ C. William Pollard ----------------------- C. William Pollard 127 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Scott L. Probasco, Jr. --------------------------- Scott L. Probasco, Jr. 128 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Steven S Reinemund ---------------------- Steven S Reinemund 129 POWER OF ATTORNEY OF DIRECTOR OF PROVIDENT COMPANIES, INC. KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Provident Companies, Inc., a Delaware corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 1997, hereby constitutes and appoints J. Harold Chandler or Susan N. Roth, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him and in his name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 26, 1998. /s/ Burton E. Sorensen ----------------------- Burton E. Sorensen 130 EX-27 6 FINANCIAL DATA SCHEDULE
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF PROVIDENT COMPANIES, INC. FOR THE YEAR ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS. 1,000 OTHER DEC-31-1997 JAN-01-1997 DEC-31-1997 17,035,100 306,800 336,600 10,000 17,800 87,100 19,520,800 37,700 987,200 362,900 23,177,600 13,001,100 192,700 531,200 4,328,000 875,700 0 156,200 135,200 2,987,900 23,177,600 2,053,700 1,354,700 15,100 129,700 2,358,100 74,400 740,400 380,300 133,000 247,300 0 0 0 247,300 1.88 1.84 4,970,800 1,537,300 254,500 337,200 1,011,300 5,414,100 0 "RESERVE OPEN" OF 4,970,800 INCLUDES 2,295,400 ASSUMED DUE TO THE ACQUISITION OF THE PAUL REVERE CORPORATION.
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