Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Index of documents filed as a part of this report:
| Page of this report | |
| Financial Statements: | |
| Torchmark Corporation and Subsidiaries: | |
| Report of Independent Registered Public Accounting Firm | 51 |
| Consolidated Balance Sheets at December 31, 2018 and 2017 | 52 |
| Consolidated Statements of Operations for each of the three years in the period ended December 31, 2018 | 53 |
| Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2018 | 54 |
| Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2018 | 55 |
| Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2018 | 56 |
| Notes to Consolidated Financial Statements | 57 |
| Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2018: | |
| II. Condensed Financial Information of Registrant (Parent Company) | 125 |
| IV. Reinsurance (Consolidated) | 129 |
| Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X. |
TMK 2018 FORM 10-K
EXHIBITS
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- Compensatory plan or arrangement.
** To be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2018.
TMK 2018 FORM 10-K
Exhibit 21. Subsidiaries of the Registrant: The following table lists subsidiaries of the registrant which meet the definition of “significant subsidiary” according to Regulation S-X:
| Company | State of Incorporation | Name Under Which Company Does Business | ||
| Globe Life And Accident Insurance Company | Nebraska | Globe Life And Accident Insurance Company | ||
| American Income Life Insurance Company | Indiana | American Income Life Insurance Company | ||
| Liberty National Life Insurance Company | Nebraska | Liberty National Life Insurance Company | ||
| Family Heritage Life Insurance Company of America | Ohio | Family Heritage Life Insurance Company of America |
While United American Life Insurance Company (Nebraska) does not qualify as a significant subsidiary in accordance with Regulation S-X, management views this subsidiary as significant to our operations.
All other exhibits required by Regulation S-K are listed as to location in the “Index of documents filed as a part of this report” in this report. Exhibits not referred to have been omitted as inapplicable or not required.
TMK 2018 FORM 10-K
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Condensed Balance Sheets
(Dollar amounts in thousands)
| December 31, | |||||||
| 2018 | 2017 | ||||||
| Assets: | |||||||
| Investments: | |||||||
| Long-term investments | $ | 29,603 | $ | 35,562 | |||
| Short-term investments | 21 | 5,624 | |||||
| Total investments | 29,624 | 41,186 | |||||
| Cash | 760 | 1,008 | |||||
| Investment in affiliates | 7,128,588 | 7,763,704 | |||||
| Due from affiliates | 96,110 | 95,920 | |||||
| Taxes receivable from affiliates | 50,656 | 63,099 | |||||
| Other assets | 152,103 | 135,616 | |||||
| Total assets | $ | 7,457,841 | $ | 8,100,533 | |||
| Liabilities and shareholders’ equity: | |||||||
| Liabilities: | |||||||
| Short-term debt | $ | 307,848 | $ | 328,067 | |||
| Long-term debt | 1,507,000 | 1,281,971 | |||||
| Due to affiliates | 3,002 | 8,002 | |||||
| Other liabilities | 224,814 | 251,072 | |||||
| Total liabilities | 2,042,664 | 1,869,112 | |||||
| Shareholders’ equity: | |||||||
| Preferred stock | 351 | 351 | |||||
| Common stock | 121,218 | 124,218 | |||||
| Additional paid-in capital | 874,925 | 858,987 | |||||
| Accumulated other comprehensive income | 319,475 | 1,424,274 | |||||
| Retained earnings | 5,213,468 | 4,806,208 | |||||
| Treasury stock | (1,114,260 | ) | (982,617 | ) | |||
| Total shareholders’ equity | 5,415,177 | 6,231,421 | |||||
| Total liabilities and shareholders’ equity | $ | 7,457,841 | $ | 8,100,533 |
See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
TMK 2018 FORM 10-K
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
Condensed Statement of Operations
(Dollar amounts in thousands)
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net investment income | $ | 28,077 | $ | 26,130 | $ | 25,352 | |||||
| Realized investment gains (losses) | (11,078 | ) | (2,791 | ) | — | ||||||
| Total revenue | 16,999 | 23,339 | 25,352 | ||||||||
| General operating expenses | 65,762 | 61,447 | 52,613 | ||||||||
| Reimbursements from affiliates | (61,620 | ) | (52,776 | ) | (54,288 | ) | |||||
| Interest expense | 94,159 | 88,474 | 86,853 | ||||||||
| Total expenses | 98,301 | 97,145 | 85,178 | ||||||||
| Operating income (loss) before income taxes and equity in earnings of affiliates | (81,302 | ) | (73,806 | ) | (59,826 | ) | |||||
| Income taxes | 15,262 | (9,874 | ) | 23,479 | |||||||
| Net operating loss before equity in earnings of affiliates | (66,040 | ) | (83,680 | ) | (36,347 | ) | |||||
| Equity in earnings of affiliates, net of tax | 767,506 | 1,538,174 | 586,126 | ||||||||
| Net income | 701,466 | 1,454,494 | 549,779 | ||||||||
| Other comprehensive income (loss): | |||||||||||
| Attributable to Parent Company | 23,805 | (8,409 | ) | (11,314 | ) | ||||||
| Attributable to affiliates | (1,128,604 | ) | 602,709 | 356,941 | |||||||
| Comprehensive income (loss) | $ | (403,333 | ) | $ | 2,048,794 | $ | 895,406 |
See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
TMK 2018 FORM 10-K
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT—(continued)
Condensed Statement of Cash Flows
(Dollar amounts in thousands)
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net income | $ | 701,466 | $ | 1,454,494 | $ | 549,779 | |||||
| Equity in earnings of affiliates | (767,506 | ) | (1,538,174 | ) | (586,126 | ) | |||||
| Cash dividends from subsidiaries | 448,142 | 453,904 | 437,566 | ||||||||
| Other, net | 64,734 | 52,957 | (6,718 | ) | |||||||
| Cash provided from operations | 446,836 | 423,181 | 394,501 | ||||||||
| Cash provided from (used for) investing activities: | |||||||||||
| Net decrease (increase) in short-term investments | 5,603 | (5,624 | ) | (3,466 | ) | ||||||
| Investment in subsidiaries | (140,000 | ) | (31,000 | ) | (35,000 | ) | |||||
| Additions to properties | (19,888 | ) | (7,230 | ) | (21,965 | ) | |||||
| Loaned money to affiliates | (584,000 | ) | (180,000 | ) | (363,056 | ) | |||||
| Repayments from affiliates | 584,000 | 180,000 | 318,056 | ||||||||
| Cash provided from (used for) investing activities | (154,285 | ) | (43,854 | ) | (105,431 | ) | |||||
| Cash provided from (used for) financing activities: | |||||||||||
| Repayment of debt | (327,762 | ) | (126,875 | ) | (250,000 | ) | |||||
| Proceeds from issuance of debt | 550,000 | 125,000 | 400,000 | ||||||||
| Payment for debt issuance costs | (6,969 | ) | (1,661 | ) | (9,638 | ) | |||||
| Net issuance (repayment) of commercial paper | (22,719 | ) | 61,092 | 22,224 | |||||||
| Issuance of stock | 36,091 | 61,215 | 61,329 | ||||||||
| Acquisitions of treasury stock | (421,749 | ) | (412,989 | ) | (404,784 | ) | |||||
| Borrowed money from affiliate | 197,690 | 278,500 | 60,000 | ||||||||
| Repayments to affiliates | (202,690 | ) | (270,500 | ) | (78,000 | ) | |||||
| Payment of dividends | (94,691 | ) | (92,101 | ) | (90,201 | ) | |||||
| Cash provided from (used for) financing activities | (292,799 | ) | (378,319 | ) | (289,070 | ) | |||||
| Net increase (decrease) in cash | (248 | ) | 1,008 | — | |||||||
| Cash balance at beginning of period | 1,008 | — | — | ||||||||
| Cash balance at end of period | $ | 760 | $ | 1,008 | $ | — |
See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
TMK 2018 FORM 10-K
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
Notes to Condensed Financial Statements
(Dollar amounts in thousands)
Note A—Dividends from Subsidiaries
Cash dividends paid to Torchmark from the subsidiaries were as follows:
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Dividends from subsidiaries | $ | 448,142 | $ | 453,904 | $ | 437,566 |
Note B—Supplemental Disclosures of Cash Flow Information
The following table summarizes noncash transactions, which are not reflected on the Condensed Statements of Cash Flows:
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Stock-based compensation not involving cash | $ | 39,792 | $ | 37,034 | $ | 26,326 | |||||
| Investment in subsidiaries | 11,889 | 317,027 | — | ||||||||
| Dividend of property to Parent | 11,889 | — | — |
The following table summarizes certain amounts paid (received) during the period:
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Interest paid | $ | 86,982 | $ | 86,606 | $ | 84,952 | |||||
| Income taxes paid (received) | (21,377 | ) | (19,961 | ) | (20,838 | ) |
Note C—Preferred Stock
As of December 31, 2018, Torchmark had 351 thousand shares of Cumulative Preferred Stock, Series A, issued and outstanding, of which 280 thousand shares were 6.50% Cumulative Preferred Stock, Series A, and 71 thousand shares were 7.15% Cumulative Preferred Stock, Series A (collectively, the “Series A Preferred Stock”). All issued and outstanding shares of Series A Preferred Stock were held by wholly-owned insurance subsidiaries. In the event of liquidation, the holders of the Series A Preferred Stock at the time outstanding would be entitled to receive a liquidating distribution out of the assets legally available to stockholders in the amount of $1 thousand per share or $351 million in the aggregate, plus any accrued and unpaid dividends, before any distribution is made to holders of Torchmark common stock. Holders of Series A Preferred Stock do not have any voting rights nor have rights to convert such shares into shares of any other class of Torchmark capital stock.
See accompanying Report of Independent Registered Public Accounting Firm.
TMK 2018 FORM 10-K
TORCHMARK CORPORATION
SCHEDULE IV. REINSURANCE (CONSOLIDATED)
(Dollar Amounts in thousands)
| Gross Amount | Ceded to Other Companies(1) | Assumed from Other Companies | Net Amount | Percentage of Amount Assumed to Net | |||||||||||||
| For the Year Ended December 31, 2018 | |||||||||||||||||
| Life insurance in force | $ | 185,212,195 | $ | 688,384 | $ | 3,019,737 | $ | 187,543,548 | 1.6 | ||||||||
| Premiums(2): | |||||||||||||||||
| Life insurance | $ | 2,373,423 | $ | 4,581 | $ | 21,305 | $ | 2,390,147 | 0.9 | ||||||||
| Health insurance | 1,019,007 | 3,668 | — | 1,015,339 | — | ||||||||||||
| Total premium | $ | 3,392,430 | $ | 8,249 | $ | 21,305 | $ | 3,405,486 | 0.6 | ||||||||
| For the Year Ended December 31, 2017 | |||||||||||||||||
| Life insurance in force | $ | 179,902,605 | $ | 705,152 | $ | 3,211,423 | $ | 182,408,876 | 1.8 | ||||||||
| Premiums(2): | |||||||||||||||||
| Life insurance | $ | 2,272,038 | $ | 4,437 | $ | 21,912 | $ | 2,289,513 | 1.0 | ||||||||
| Health insurance | 980,082 | 3,709 | — | 976,373 | — | ||||||||||||
| Total premium | $ | 3,252,120 | $ | 8,146 | $ | 21,912 | $ | 3,265,886 | 0.7 | ||||||||
| For the Year Ended December 31, 2016 | |||||||||||||||||
| Life insurance in force | $ | 174,314,897 | $ | 725,867 | $ | 3,352,113 | $ | 176,941,143 | 1.9 | ||||||||
| Premiums(2): | |||||||||||||||||
| Life insurance | $ | 2,152,698 | $ | 4,507 | $ | 22,915 | $ | 2,171,106 | 1.1 | ||||||||
| Health insurance | 951,137 | 3,474 | — | 947,663 | — | ||||||||||||
| Total premium | $ | 3,103,835 | $ | 7,981 | $ | 22,915 | $ | 3,118,769 | 0.7 |
| (1) | No amounts have been netted against ceded premium. |
| (2) | Excludes policy charges of $16.4 million, $17.0 million, and $18.3 million in each of the years 2018, 2017, and 2016, respectively. |
TMK 2018 FORM 10-K
See accompanying Report of Independent Registered Public Accounting Firm.
TMK 2018 FORM 10-K
SIGNATURES
Pursuant to the requirements of Section 12 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TORCHMARK CORPORATION | |||
| By: | /s/ GARY L. COLEMAN | ||
| Gary L. Coleman | |||
| Co-Chairman and Chief Executive Officer and Director | |||
| By: | /s/ LARRY M. HUTCHISON | ||
| Larry M. Hutchison | |||
| Co-Chairman and Chief Executive Officer and Director | |||
| By: | /s/ FRANK M. SVOBODA | ||
| Frank M. Svoboda | |||
| Executive Vice President and Chief Financial Officer | |||
| By: | /s/ M. SHANE HENRIE | ||
| M. Shane Henrie | |||
| Vice President and Chief Accounting Officer |
Date: February 28, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ CHARLES E. ADAIR * | By: | /s/ ROBERT W. INGRAM * | |
| Charles E. Adair | Robert W. Ingram | |||
| Director | Director | |||
| By: | /s/ LINDA L. ADDISON * | By: | /s/ STEVEN P. JOHNSON * | |
| Linda L. Addison | Steven P. Johnson | |||
| Director | Director | |||
| By: | /s/ MARILYN A. ALEXANDER * | By: | /s/ DARREN M. REBELEZ * | |
| Marilyn A. Alexander | Darren M. Rebelez | |||
| Director | Director | |||
| By: | /s/ CHERYL D. ALSTON * | By: | /s/ LAMAR C. SMITH * | |
| Cheryl D. Alston | Lamar C. Smith | |||
| Director | Director | |||
| By: | /s/ DAVID L. BOREN * | By: | /s/ MARY E. THIGPEN * | |
| David L. Boren | Mary E. Thigpen | |||
| Director | Director | |||
| By: | /s/ JANE M. BUCHAN * | By: | /s/ PAUL J. ZUCCONI * | |
| Jane M. Buchan | Paul J. Zucconi | |||
| Director | Director |
| Date: February 28, 2019 | ||
| *By: | /s/ FRANK M. SVOBODA | |
| Frank M. Svoboda | ||
| Attorney-in-fact |
TMK 2018 FORM 10-K
Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES