3700 S. Stonebridge Drive
McKinney, Texas 75070
www.torchmarkcorp.com
2012 ANNUAL REPORT
STock Tr anSFEr agEnT and
SharEhoLdEr aSSiSTancE
Wells Fargo Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-0854
or
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
Toll-Free Number: (866) 557-8699
TDD: Hearing impaired can use
a relay service
Outside the U.S.: (651) 450-4064
Website: www.shareowneronline.com
diVidEnd rEinVESTmEnT
a
Torchmark maintains
dividend
reinvestment plan for all holders of
its common stock. Under the plan,
shareholders may reinvest all or part of
their dividends in additional shares of
common stock and may also make periodic
additional cash payments of up to $3,000
toward the purchase of Torchmark stock.
Participation is voluntary. More information
on the plan may be obtained from the
Stock Transfer Agent by calling toll-free
(866) 557-8699 or by writing: Torchmark
Corporation, c/o Wells Fargo Shareowner
Services, P.O. Box 64874, St. Paul,
MN 55164-0874 or 1110 Centre Pointe
Curve, Suite 101, Mendota Heights, MN
55120-4100.
aUTomaTic dEpoSiT
oF diVidEndS
Automatic deposit of dividends is available
to shareholders who wish
to have
their dividends directly deposited into
the financial institution of their choice.
Authorization forms may be obtained from
the Stock Transfer Agent by calling toll-free
(866) 557-8699.
principaL EXEcUTiVE oFFicE
3700 South Stonebridge Drive
McKinney, Texas 75070
(972) 569-4000
annUaL mEETing
oF SharEhoLdErS
10:00 a.m. CDT, Thursday, April 25, 2013
Corporate Headquarters
3700 South Stonebridge Drive
McKinney, Texas 75070
The proceedings will be webcast live
and in replay on the Investor Relations
page of
the Torchmark Corporation
website. The Company’s Annual Meeting
will be conducted in accordance with its
Shareholder Rights Policy. A copy of this
policy can be obtained on the Company’s
website, or by contacting the Corporate
Secretary at the Torchmark Corporation
headquarters address.
inVESTor rELaTionS
Contact: Mike Majors
Phone: (972) 569-3627
Fax: (972) 569-3282
E-Mail: tmkir@torchmarkcorp.com
Individual Stock Ownership Information:
(205) 325-4270
indEpEndEnT rEgiSTErEd
pUbLic accoUnTanTS
Deloitte & Touche LLP
2200 Ross Avenue
Suite 1600
Dallas, Texas 75201
STock EXchangE LiSTingS
New York Stock Exchange
Symbol: TMK
The London Stock Exchange,
London, England
indEnTUrE TrUSTEE For
9 1/4%, 77/8%, 73/8%, 63/8%, and
34/5% SEnior noTES and
5 7/8% jUnior SUbordinaTEd
dEbEnTUrES
The Bank of New York Mellon
Trust Company, N.A.
601 Travis Street
Houston, TX 77002
Attention: Corporate Trust Administration
Toll-Free Number: (800) 254-2826
Website: www.bnymellon.com/corporatetrust
The 5 7/8% debentures trade through
Depository Trust Company under global
certificates listed on the New York Stock
Exchange (NYSE Symbol TMKPRB).
Torchmark
corpor aTion
WEbSiTE
On the home page at
www.torchmarkcorp.com
are links to the web pages of:
• Torchmark’s Principal
Subsidiaries
• Torchmark’s Annual
Reports/10-K and Proxy
• Employment
• Benevolence
• Investor Relations
The
Investor Relations page
contains a menu with links to
many topics of interest to investors
and other interested third parties:
• Annual Reports, 10-K
and Proxy Statements
• News Releases
• Stock Quotes
• SEC Filings
• XBRL
• Financial Reports and Other
Financial Information
• Officers
• Torchmark Calendar
• Management Presentations
• Conference Calls on the Web,
Replays, and Transcripts
• Corporate Governance
including:
- Corporate By-Laws
- Shareholder Rights Policy
- Code of Business
Conduct and Ethics
- Code of Ethics for CEO and
Senior Financial Officers
- Corporate Governance
Guidelines
- Employee Complaint
Procedure
- Members of the Board
- Board Committees
- Audit Committee Charter
- Compensation
Committee Charter
- Governance & Nominating
Committee Charter
- How to Contact the
Board of Directors
- Director Independence
Criteria, Qualification
Standards and
Resignation Policy
• Annual Meeting of
Shareholders
• Stock Transfer Agent and
Shareholder Assistance
• Dividend Reinvestment
• Automatic Deposit
of Dividends
• Contact Information
16 · Torchmark corporaTion ·
· Torchmark corporaTion · 1
FinanciaL highLighTS*
In thousands, except percentage and per share amounts
OpErAtiONs:
Total Premium
Net Operating Income
Annualized Life Premium In Force
Annualized Health Premium In Force
Diluted Average Shares Outstanding
Net Operating Income as a Return
on Average Common Equity
2012
2011
% CHANGE
$2,856,866
$2,657,345
506,647
1,895,017
1,228,502
97,898
493,700
1,813,705
1,016,393
109,815
15.5%
14.7%
7.5
2.6
4.5
20.9
(10.9)
pEr COmmON sHArE (ON A DilutED BAsis):
Net Operating Income
Shareholders‘ Equity at Year End
$5.18
35.24
$4.50
31.96
15.1
10.3
* Certain financial data differ from the comparable GAAp financial data.
reconciliations to GAAp financial data are presented on pages 14-15.
2 · Torchmark corporaTion ·
condEnSEd b aLancE ShEET · Torchmark corporaTion · 15
LETTEr To SharEhoLdErS*
Before we talk about Torchmark’s operations, we’d
like to make a few comments about our Chairman,
Mark McAndrew, who stepped down as CEO
last June after over 30 years of service to the
Torchmark companies.
Mark navigated Torchmark through one of the most
difficult economic environments in modern history.
We emerged from the financial crisis stronger
than before without government assistance and
without issuing equity. We’ve both worked with
Mark for over 26 years and have always admired his
remarkable ability to quickly sort through complex
issues and develop innovative solutions.
Mark ran the Company with integrity, always making
decisions with the best interests of Torchmark’s
shareholders, customers and employees in mind.
His contributions as Chief Executive Officer will
benefit Torchmark for years to come.
Leadership Structure and Philosophy
When Mark stepped down as CEO on June 1,
2012, we were appointed co-CEOs. We’re often
asked why Torchmark chose a co-CEO structure.
While we’ll admit it is unusual, we believe the
arrangement works best for Torchmark now
because of the unique relationship that we have.
We have worked closely together at Torchmark
and all the insurance subsidiaries for over 26 years.
Our complementary skill sets and our trust in each
other provide a depth to the position that wouldn’t
exist with a single CEO.
The co-CEO arrangement facilitates a sound
collective decision-making process and also
allows us the flexibility to more easily oversee daily
operations and plan for the future.
We both believe in the Torchmark business model
- selling simple, protection-oriented products to
middle-income families through captive distribution
with products that generate strong margins
and high cash flow, minimizing administrative
expenses, maintaining a conservative investment
approach, and managing our capital to maximize
shareholder value.
Our target market is vastly underserved and
provides significant opportunity for growth as has
been evidenced by the Company’s performance in
recent years.
Due to our focus on stable, protection-oriented
products and conservative management of
investments, Torchmark has delivered consistent
growth.
* Certain financial data differ from the comparable GAAp financial data. reconciliations to GAAp financial data are presented on pages 14-15.
14 · Torchmark corporaTion · opEraTing SUmmary
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 3
NEt OpErAtiNG iNCOmE pEr sHArE*
Compound Annual Growth Rate 10 Year – 8.3%, 5 Year – 8.7%
$6.00
$5.00
$4.00
$3.00
$2.00
$1.00
0
$5.18
$4.50
$4.12
$3.68
$3.80
$3.33*
$3.42
$3.06*
$2.82*
$2.58*
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
* values prior to 2007 are not retroactively adjusted for the effect
of Asu 2010-26 (a prescribed change in accounting for deferred
acquisition costs).
As you can see, net operating income per share
has increased steadily over the last ten years.
The compound annual growth rate over the past
ten years was 8.3% despite the recent financial
crisis. For the last five years, the compound annual
growth rate was 8.7%. For 2012, we grew net
operating income per share by 15.1%, our best
year in the past fourteen years.
BOOK vAluE pEr sHArE
(ExCluDiNG NEt uNrEAlizED GAiNs Or
lOssEs ON FixED mAturitiEs)*
Compound Annual Growth Rate 10 Year – 8.9%, 5 Year – 9.7%
$40.00
$35.00
$30.00
$25.00
$20.00
$15.00
$16.71*
$35.24
$31.96
$29.80
$26.83
$23.69
$20.27*
$22.17*
$22.15
$18.30*
$10.00
$5.00
0
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
* values prior to 2007 are not retroactively adjusted for the effect of Asu
2010-26.
Book value per share has also grown steadily.
Excluding net unrealized gains or losses on our
fixed maturities, our book value per share grew
at a compound annual growth rate of 9.7% over
the last five years, while our reported GAAP value,
which includes net unrealized gains or losses, grew
at a compound annual growth rate of 16.1% over
the past five years.
4 · Torchmark corporaTion · LETTEr To SharEho LdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 13
2012 highLighTS
inSUr ancE opEr aTionS
2012 was a very good year for Torchmark.
Highlights include:
y Net operating income per share grew 15%.
y American Income life sales grew 12%, while the
agent count increased 18%.
y Direct Response life sales grew 3% despite a
difficult economy.
y Liberty National began to turn around:
Agent count and sales grew steadily
beginning in February, and
Life underwriting margin increased from
22% of premium to 26%.
y Family Heritage Life Insurance Company of
America was acquired without restricting future
buybacks or mergers and acquisitions activity.
y We refinanced debt on favorable terms.
y We repurchased 7.5 million shares or 7.4% of
the outstanding Torchmark shares.
All in all, a very good year for Torchmark.
COmpONENts OF NEt OpErAtiNG
iNCOmE - 2012
($ in millions, except per share data)
2007
Underwriting Income
Excess Investment Income
Tax and Parent Expenses
Net Operating Income
$547
237
(277)
$507
Per share
$5.59
2.42
(2.83)
$5.18
The largest component of net operating income
is underwriting income. Underwriting income is
about 70% of our pre-tax operating income.
COmpONENts OF uNDErwritiNG
iNCOmE - 2012
($ in millions)
Income
Profit
Margin
% of
Total
as % of
Premium
72%
22%
6%
21.9%
16.1%
9.6%
$
$395
118
30
4
Life
Health
Health - Part D
Other
Underwriting Income
$547
100%
19.1%
Life underwriting income is the largest component
of underwriting income. It produces 72% of our
income, while health, excluding
underwriting
Medicare Part D, produces 22%. We focus on
life insurance as it has higher margins, generates
less
significant
competitive and regulated than health insurance.
income and
investment
is
12 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 5
amErican incomE LiFE
American Income Life is our largest and most
profitable distribution channel.
niche that provides plentiful opportunity for future
growth. We expect to see strong net life sales
growth throughout 2013, beginning with low to
mid-single-digit growth through the first quarter
and then rising to 10-14% for the entire year.
AmEriCAN iNCOmE - liFE prEmium
($ in millions)
10-Year Compound Annual Growth Rate - 9.1%
$700
$600
$500
$400
$300
$315
$508
$474
$440
$409
$380
$350
gLobE LiFE dirEcT rESponSE
$664
$608
$561
Our second largest distribution channel is Globe
Life Direct Response. As you can see in the chart
below, Direct Response life premiums have grown
at a 10-year compound annual growth rate of 7.1%.
DirECt rEspONsE - liFE prEmium
($ in millions)
10-Year Compound Annual Growth Rate - 7.1%
$200
$100
0
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
As you can see in this chart, life premiums at
American Income have steadily increased at a
10-year compound annual growth rate of 9.1%.
Underwriting margins as a percentage of premium
have consistently ranged from 30-33% before
administrative expenses.
2012 was a great year for American Income. Life
sales were up 12% over 2011, and agent count was
up 18% over a year ago. We continue to focus
on developing middle management to ensure
sustainable agency growth. We also continue to
refine our agent training programs and financial
incentives.
Our Laptop Sales Presentation program provides
us with a wealth of valuable data we can use to
manage the agency force. This data allows us
to monitor and break down agency activity at all
levels of the organization: by individual agent, by
individual managers, by region, etc.
American
labor union affinity and
underserved target market allow it to operate in a
Income’s
$700
$600
$500
$400
$300
$200
$100
0
$630
$567
$594
$537
$511
$484
$457
$424
$387
$350
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Our basic strategy is to continually search for new
ways to reach our market, utilizing an innovative
approach that is constantly evolving. Over the past
few years, Internet marketing and our inbound call
center have been our fastest growing sources
of new production. Five years ago, Internet
marketing and inbound calls produced about 5% of
Direct Response’s new business. Today, Internet
marketing and inbound calls produce approximately
40% of our Direct Response new business.
Despite a difficult economy, Direct Response life
sales grew 3% in 2012. We expect sales to be
relatively flat through the first quarter, but we are
6 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 11
y We added a new layer of middle management.
y We cut a significant portion of non-deferrable
acquisition costs.
While this is a significant change in the culture of
this distribution system, we knew these changes
were necessary to produce acceptable profit
margins on the business we write and to put
Liberty in a position to grow going forward.
The changes we made are paying off as we had
steady sequential gains in both sales and agent
count in 2012 beginning in mid-February, and our
life underwriting margin as a percent of premium
has increased from 22% to 26%.
FamiLy hEriTagE LiFE
We are excited about the acquisition of Family
Heritage Life. This is the kind of company we
have been looking to acquire – a company selling
basic protection
to middle-income
insurance
families through a captive agency. Their offering
of supplemental health policies with a cash back
feature, such as return of premium, in non-urban
areas gives them a unique operating niche.
The integration of the Family Heritage Life operation
has gone very smoothly so far. We believe there
is potential for strong long-term sales growth
through geographic expansion and integration of
Torchmark’s agent recruiting techniques.
This acquisition will not restrict future share
repurchases or mergers and acquisitions activity.
optimistic that the initiatives we are putting in place
throughout 2013 will increase response rates,
resulting in mid-single-digit sales growth for the
full year.
the Postal Service’s
recently
Furthermore,
announced plan to discontinue Saturday mail
delivery is not expected to have any impact on our
direct mail business.
LibErTy naTionaL LiFE
Unlike American
Income and Globe Life,
Liberty National has a recent history of slightly
declining premiums.
liBErty NAtiONAl liFE - liFE prEmium
($ in millions)
$350
$300
$250
$200
$150
$100
$50
0
$304
$304
$303
$301
$294
$287
$284
$282
$277
$272
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Several years ago we began to convert Liberty
from a fixed cost model to a variable cost
model. We accelerated this process and began a
turnaround program late in 2011, when we made a
management change at Liberty along with several
other significant changes, including:
y Office operating expenses are now the
responsibility of branch managers, rather than
the home office.
y All new agents are hired as independent
contractors rather than employees.
10 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 7
inVESTmEnT opEr aTionS
COmpONENts OF NEt OpErAtiNG
iNCOmE - 2012
($ in millions, except per share data)
2007
Underwriting Income
Excess Investment Income
Tax and Parent Expenses
Net Operating Income
$547
237
(277)
$507
Per share
$5.59
2.42
(2.83)
$5.18
The second major component of net operating
income is excess investment income. In 2012,
it was $237 million or about 30% of pre-tax
operating income.
Excess investment income is net investment
income less the required interest on the net
policy liabilities and the interest on our debt. The
primary component is the investment income
earned on our investment portfolio, which totaled
$12 billion at December 31, 2012 on an amortized
cost basis.
ExCEss iNvEstmENt iNCOmE - 2012
($ in millions)
Net Investment Income
Required Interest on Net Policy Liabilities
Interest on Debt
Excess Investment Income
$716
(399)
(80)
$237
investment
Over the years, we have followed a conservative
long-term
the
high underwriting margins generated by our
insurance products we don’t have to stretch for
investment yield.
strategy. With
As shown in the chart below, 96% of our investment
portfolio consists of fixed maturities. These
assets consist primarily of long-term, investment
grade corporate bonds. We have no commercial
mortgage-backed securities or securities backed
by subprime or Alt-A mortgages.
iNvEstmENt pOrtFOliO - DECEmBEr 31, 2012
Invested Assets ($ in millions)
Fixed Maturities (at amortized cost)
$11,963
96
$
% of Total
Equities
Mortgage Loans
Investment Real Estate
Policy Loans
Other Long-Term Investments
Short-Term Investments
15
1
3
424
15
95
0
0
0
3
0
1
Total
$12,516
100%
We invest in long term, fixed-rate assets because
they provide the best match for the long duration
and fixed-rate nature of our policy liabilities.
Of the $12 billion of fixed maturities, $11.4 billion
are investment grade, and $585 million are below
investment grade.
BElOw iNvEstmENt GrADE BONDs
As a Percent of Fixed Maturities*
10.0%
9.0%
8.0%
7.0%
6.0%
5.0%
4.0%
3.0%
2.0%
1.0%
0
9.5%
8.3%
8.0%
8.1%
8.1%
8.3%
7.5%
7.4%
6.4%
4.9%
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
* Excluding net unrealized gains and losses
8 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 9
Although an extended low interest rate environment
pressures our investment income, it does not pose
a threat to our balance sheet. Since we primarily
sell non-interest sensitive protection products,
we don’t see a reasonable scenario that would
require us to write off deferred acquisition costs
or put up additional GAAP reserves due to interest
rate fluctuations. In addition, we do not foresee a
negative impact on our statutory balance sheet, as
the results of our cash flow testing indicate that our
reserves are more than adequate to compensate
for lower interest rates.
Although we don’t prefer a “lower for longer”
interest rate environment, we feel that it will have
less impact on us than many of our peers.
With high underwriting margins, we generate
significant underwriting income and don’t have
to rely on excess investment income to generate
positive operating earnings.
In addition, the stress test results give us
confidence that we can maintain or grow the
current level of excess investment income per
share in an extended low rate environment.
That said, we strongly prefer higher interest rates.
Because of our product profile and our strong,
consistent cash flow, we would benefit from a
spike in rates. We would not be concerned about
the resulting unrealized losses in the investment
portfolio because we have the intent and more
importantly, the ability, to hold our investments
to maturity.
The percentage of below investment grade (BIG)
bonds to total fixed maturities is 4.9% compared to
6.4% a year ago and higher levels in prior years.
At the current level, with our relatively low portfolio
leverage, the percentage of BIG bonds to equity,
excluding net unrealized gains on fixed maturities is
17%, which is less than most of our peers.
Overall, the portfolio is rated A-.
Low Interest Rate Environment
There has been much discussion and concern
recently about a prolonged low interest rate
environment and the impact it would have on
insurance companies. While lower interest rates
pressure the net investment income of all life
companies, we believe we face less exposure
to a “lower for longer” environment than most of
our peers.
As long as we are in this low interest rate
environment the portfolio yield will continue to
decline, and thus pressure excess investment
income.
However, the
impact on Torchmark will be
diminished by the fact that on average, only 2% –
3% of fixed maturities will run off each year over
the next five years.
To quantify the potential impact of an extended
low interest rate environment, we performed
stress tests assuming new money rates of 4.25%
and 4.00% for the next 5 years. These scenarios
result in a portfolio yield of about 5.50% to 5.55%
at the end of 2017.
At these rates, we would still earn a small spread
on the net policy liabilities while earning the full
550-555 basis points on our equity. In either
scenario we will still generate substantial excess
investment income.
8 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 9
FrEE CAsH FlOw
($ in Millions)
$400
$350
$300
$250
$200
$150
$100
$50
0
$353
$343
$340
$367*
$355
$355
-$365
$300
$275
$225
$281
$269
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Est.
*Excludes $305 from the sale of united investors.
We define free cash flow as the cash that is
available to the parent company from the annual
dividends received from the insurance subsidiaries
less the interest expense on our debt and less the
dividends paid to Torchmark shareholders. The net
amount left over is “free cash” that can be used
for any corporate purpose.
Because of the products we offer and our high
underwriting margins, we have a large, stable block
of policies in force that consistently generates
substantial free cash flow year after year.
As you can see in the previous chart, we generated
strong free cash flow even at the height of the
financial crisis. In 2013, we expect to generate
free cash of around $355 to $365 million.
sHArE rEpurCHAsEs
Average
Price
No. of Shares
(in 000’s)
Total Spent
(in millions)
P/E
Ratio†
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
$48.20
$41.68
$35.67
$15.19
$37.24
$43.59
$38.32
$35.43
$34.26
$25.44
7,479
18,898
5,707
3,075
11,457
9,225
8,363
8,471
7,831
8,853
$360
$788
$204
$47
$427
$402
$320
$300
$268
$225
9.3
9.3
8.7
4.0
10.1
12.7
11.5
11.6
12.1
9.9
† values prior to 2007 are not retroactively adjusted for the effect of Asu
2010-26.
On an ongoing basis, we evaluate alternative uses
of our free cash, but share buybacks have generally
been the most efficient use.
We began our share repurchase program in
1986, and have purchased Torchmark shares
in all years since then, except 1995 after we
acquired American Income Life. In the last 27
years, we have repurchased 74% of the Company’s
outstanding shares.
As mentioned, we expect to generate $355-365
million of free cash in 2013. If market conditions
are favorable, we plan to use most, if not all of this
cash for share repurchases.
10 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 7
rEturN tO sHArEHOlDErs
Share
Repurchases
Dividends
Paid
(A) Total
Cash
Returned
(B) Net
Income
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
$360
$788
$204
$47
$427
$402
$320
$300
$268
$225
$56
$49
$50
$47
$49
$50
$48
$46
$49
$44
$416
$837
$254
$94
$476
$452
$368
$346
$317
$269
$529
$497
$499
$383
$427
$497
$519
$495
$469
$430
10-year Total
$3,829
$4,745
(A)/(B)
79%
168%
51%
24%
111%
91%
71%
70%
68%
63%
81%
For over 25 years, Torchmark’s management and
board of directors have agreed on the importance
of distributing excess capital to the shareholders.
through share
We have accomplished
repurchases and dividends, with an obvious
emphasis on share repurchases.
this
As a result, Torchmark has consistently distributed
a large portion of earnings to our shareholders. In
fact, in the last 10 years, Torchmark distributed
81% of net income our shareholders.
Maintaining our cash flow and returning a
substantial portion of earnings to shareholders
will continue to be an important part of our
business model.
Summary - What Does Torchmark
Have to Offer Shareholders
Torchmark’s growth potential – While many
people see life insurance as a mature industry,
in a vastly underserved
Torchmark operates
market with little competition where the majority
of individuals either have no life insurance or do
not have enough life insurance. Our extensive
experience along with our ability to control costs
allows us to operate effectively in the middle-
income market. And with the acquisition of Family
Heritage, we expect to reverse the recent trend of
declining health sales.
Our high underwriting margins – Our
underwriting margins are among the highest in
the industry. We don’t have to rely on investment
income to generate profits.
Our conservative investment philosophy -
Because of our high underwriting margins, we
can generate strong profits without having to take
significant investment risks.
A sustainable mid-double digit ROE - Our
return on equity excluding net unrealized gains on
our fixed maturities was 15.5% in 2012, and we
expect to maintain ROE at around the 15% level.
A safe haven in a low interest rate environment -
We are much less exposed to the low interest rate
environment than most of our peers. We are very
confident that it poses no threat to our balance
sheet and we expect to grow net operating income
per share close to 10% per year even in a low
interest rate environment.
insurance operations are
Our
relatively
immune to the economy - While low interest rates
impact our net investment income, our insurance
operations have always proven relatively immune
to swings in the economy. Even though sales
can be more challenging in a difficult economy,
our persistency has never been impacted and our
earnings are driven by our inforce block.
6 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 11
We have strong reliable free cash flow – Our
statutory earnings are driven by our large, stable
inforce block. Even if we had no sales in a given
year, we would still expect to generate over $300
million dollars of free cash flow.
Our return of cash to shareholders – Torchmark
has a long history of using free cash flow to
repurchase stock. Since 1986, we have repurchased
74% of our stock. We expect that the majority, if
not all, of our free cash flow in 2013 will be used
to repurchase shares as long as market conditions
are favorable.
In summary, we are very excited about Torchmark’s
prospects and expect 2013 to be another good
year. Thank you for your investment in Torchmark.
LARRy HUTCHISON
Co-Chief Executive Officer
GARy COLEMAN
Co-Chief Executive Officer
Torchmark cautions you that this Letter to Shareholders may contain forward-looking statements within the meaning of the federal securities law.
These prospective statements reflect management’s current expectations, but are not guarantees of future performance. Accordingly, please refer to
Torchmark’s cautionary statement regarding forward-looking statements, and the business environment in which the Company operates, contained
in the Company’s Form 10-K for the period ended December 31, 2012, found on the following pages and on file with the Securities and Exchange
Commission. Torchmark specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future
developments or otherwise.
12 · Torchmark corporaTion · LETTEr T o SharEhoLdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 5
dirEcTorS
CHARLES E. ADAIR
Partner of Cordova Ventures,
Montgomery, Alabama
MARILyN A. ALExANDER
Principal of Alexander and Friedman, LLC
Laguna Beach, California
DAVID L. BOREN
President of the University of Oklahoma,
Norman, Oklahoma
LARRy M. HUTCHISON
Co-Chief Executive Officer of Torchmark
ROBERT W. INGRAM
Retired Ross-Culverhouse Professor of
Accounting in Culverhouse College of
Commerce, University of Alabama
Fort Wayne, Indiana
MARK S. MCANDREW
Chairman of Torchmark
JANE M. BUCHAN
Chief Executive Officer and Managing Director
of Pacific Alternative Asset Management
Company, LLC,
Irvine, California
LLOyD W. NEWTON
Retired Executive Vice President Military
Engines of Pratt & Whitney; Retired General,
United States Air Force,
Lithia, Florida
GARy L. COLEMAN
Co-Chief Executive Officer of Torchmark
SAM R. PERRy
Attorney,
Austin, Texas
oFFicErS
MARK S. MCANDREW
Chairman
GARy L. COLEMAN
Co-Chief Executive Officer
LARRy M. HUTCHISON
Co-Chief Executive Officer
VERN D. HERBEL
Executive Vice President and
Chief Administrative Officer
GLENN D. WILLIAMS
Executive Vice President and
Chief Marketing Officer
fRANK M. SVOBODA
Executive Vice President and
Chief Financial Officer
R. BRIAN MITCHELL
Executive Vice President and
General Counsel
BEN W. LUTEK
Executive Vice President and
Chief Actuary
W. MICHAEL PRESSLEy
Executive Vice President and
Chief Investment Officer
ARVELIA M. BOWIE
Vice President and
Director of Human Resources
WESLEy D. PROTHEROE
Retired Chief Executive Officer of
Gerber Life Insurance Company
Marietta, Georgia
DARREN M. REBELEz
Executive Vice President and
Chief Operating Officer of
7-Eleven, Inc.
Dallas, Texas
LAMAR C. SMITH
Executive Chairman of
Vista Machining Company;
Retired Chief Executive Officer of
First Command Financial Services, Inc.,
Fort Worth, Texas
PAUL J. zUCCONI
Retired Partner of KPMG LLP,
Plano, Texas
MICHAEL C. MAJORS
Vice President, Investor Relations
CAROL A. MCCOy
Vice President, Associate Counsel
and Secretary
SPENCER H. STONE
Controller
JOHN T. DALy
Corporate Actuary
ALASTAIR M. CUMMING
Vice President,
International Development
oFFicErS oF SUbSidiariES
AMERICAN INCOME LIfE
ROGER SMITH
Chief Executive Officer
SCOTT A. SMITH
President and Chief Marketing Officer
fAMILy HERITAGE LIfE
HOWARD L. LEWIS
Chief Executive Officer
GLOBE LIfE
CHARLES f. HUDSON
President and Chief Executive Officer
UNITED AMERICAN
VERN D. HERBEL
President and Chief Executive Officer
LIBERTy NATIONAL LIfE
ROGER SMITH
Chief Executive Officer and President
STEVEN J. DICHIARO
Executive Vice President and
Chief Agency Officer
4 · Torchmark corporaTion · LETTEr To SharEho LdErS
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 13
opEr aTing SUmmary
Unaudited and in thousands except per share amounts
twElvE mONtHs ENDED DECEmBEr 31,
2012
2011
% iNCrEAsE
(DECrEAsE)
underwriting income
Life:
Premium
Net policy obligations
Non-deferred commissions and amortization
Non-deferred acquisition expense
Underwriting margin
Health:
Premium
Net policy obligations
Non-deferred commissions and amortization
Non-deferred acquisition expense
Underwriting margin
Health - Part D underwriting margin
Annuity underwriting margin
Total underwriting margin
Other income
Insurance administration expenses
Underwriting income
Excess investment income
Net investment income
Required interest on:
Net policy liabilities:
Policy reserves
Deferred acquisition costs
Debt
Total excess investment income
Corporate expenses
Pre-tax operating income
Income tax
Net Operating Income before stock compensation expense
Stock compensation expense, net of tax
NET OPERATING INCOME
Operating Eps on a diluted basis
Diluted average shares outstanding
Reconciliation of Net Operating Income to Net Income:
Net operating income
Non operating items, net of tax:
Realized gains
Loss on disposal of discontinued operations
State administrative settlement
Loss on sale of equipment
Family Heritage Life acquisition expense
Litigation expense
Net income
Eps on a diluted basis
$1,808,524
(688,128)
(554,589)
(56,331)
509,476
730,019
(432,025)
(122,737)
(11,273)
163,984
33,357
3,465
710,282
1,898
(165,405)
546,775
715,918
(584,148)
185,172
(80,298)
236,644
(8,222)
775,197
(254,507)
520,690
(14,043)
$506,647
$5.18
97,898
$1,726,244
(660,880)
(527,534)
(76,867)
460,963
733,783
(434,172)
(119,559)
(15,215)
164,837
24,153
2,345
652,298
2,507
(159,109)
495,696
707,041
(551,798)
181,387
(77,644)
258,986
(7,693)
746,989
(243,569)
503,420
(9,720)
$493,700
$4.50
109,815
5%
11%
(1%)
(1%)
4%
10%
1%
(9%)
4%
3%
15%
$506,647
$493,700
24,591
0
0
0
(1,914)
0
$529,324
$5.41
16,838
(455)
(4,486)
(636)
0
(7,800)
$497,161
$4.53
the Operating summary has been prepared in the manner torchmark management uses to evaluate the operating results of the company. it differs from the Consolidated
statement of Operations found in the accompanying sEC Form 10-K.
14 · Torchmark corporaTion · opEraTing SUmmary
LETTEr T o SharEhoLdErS · Torchmark corporaTion · 3
condEnSEd baLancE ShEET
Unaudited and in thousands except percentage and per share amounts
At DECEmBEr 31,
Assets:
Fixed maturities at amortized cost*
Cash and short-term investments
Mortgages and real estate
Other investments
Deferred acquisition costs*
Goodwill
Other assets
total assets*
liabilities and shareholders’ equity:
Policy liabilities
Accrued income taxes*
Short-term debt
Long-term debt and trust preferred securities
Other liabilities
Shareholders’ equity, excluding ASC 320*†
total liabilities and shareholders’ equity
Actual shares outstanding:
Basic
Diluted
Book value (shareholders’ equity, excluding ASC 320) per diluted share
Net operating income as a return on average equity, excluding ASC 320
Average equity, excluding ASC 320
Debt to capital ratio, excluding ASC 320
2012
11,963,406
156,570
3,330
454,826
3,223,688
441,591
980,969
17,224,380
11,104,065
1,066,442
319,043
989,686
392,502
3,352,642
17,224,380
94,236
95,138
35.24
15.5%
3,273,208
28.1%
$
$
$
$
$
$
2011
10,924,244
105,357
3,716
440,421
2,949,223
396,891
836,950
15,656,802
9,956,537
993,838
224,842
914,282
313,127
3,254,176
15,656,802
100,579
101,808
31.96
14.7%
3,369,743
25.9%
$
$
$
$
$
$
*Reconciliation of Torchmark management’s view of selected financial measures to comparable GAAP measures:
Shareholders’ equity, excluding ASC 320 (formerly known as FAS 115)
$
3,352,642
$
3,254,176
Effect of ASC 320:
Increase fixed maturities
Decrease deferred acquisition costs
Increase accrued income taxes
Shareholders’ equity
Other comparable GAAP measures:
Fixed maturities
Deferred acquisition costs
Total assets
Shareholders’ equity
Accrued income taxes
Book value (shareholders’ equity) per diluted share
Net income as a return on average equity
Average equity
Debt to capital ratio
1,577,787
(25,257)
(543,386)
4,361,786
13,541,193
3,198,431
18,776,910
4,361,786
1,609,828
45.85
13.0%
4,072,425
23.1%
$
$
$
963,961
(32,491)
(326,015)
3,859,631
11,888,205
2,916,732
16,588,272
3,859,631
1,319,853
37.91
13.5%
3,673,750
22.8%
$
$
$
the Condensed Balance sheet, excluding AsC 320 has been prepared in the manner torchmark management, industry analysts, rating agencies and financial institutions use to
evaluate the financial position of the company. it differs from the Consolidated Balance sheet found in the accompanying sEC Form 10-K.
† Formerly known as FAs 115
2 · Torchmark corporaTion ·
condEnSEd b aLancE ShEET · Torchmark corporaTion · 15
16 · Torchmark corporaTion ·
· Torchmark corporaTion · 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-08052
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
3700 South Stonebridge Drive, McKinney, TX
(Address of principal executive offices)
63-0780404
(I.R.S. Employer
Identification No.)
75070
(Zip Code)
972-569-4000
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $1.00 par value per share
Common Stock, $1.00 par value per share
CUSIP
891027104
891027104
Name of each exchange on
which registered
New York Stock Exchange
The International Stock Exchange, London, England
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ‘ No È
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 È No ‘
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. ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer È
‘
Non-accelerated filer
(Do not check if a smaller reporting company)
‘
Accelerated filer
Smaller reporting company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È
As of June 30, 2012,
the aggregate market value of
the registrant’s common stock held by non-affiliates of
the registrant was
$4,821,117,686 based on the closing sale price as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Common Stock, $1.00 par value per share
Outstanding at February 12, 2013
93,656,137 shares
DOCUMENTS INCORPORATED BY REFERENCE
Document
Proxy Statement for the Annual Meeting of Stockholders to be
held April 25, 2013 (Proxy Statement)
Parts Into Which Incorporated
Part III
TORCHMARK CORPORATION
INDEX
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . .
Item 9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10. Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships
and Director
Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
and Related Transactions
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
1
6
12
13
13
14
15
17
18
52
53
107
107
107
110
110
110
110
110
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . .
111
PART I.
PART II.
PART III.
PART IV.
PART I
Item 1. Business
Torchmark Corporation (Torchmark) is an insurance holding company incorporated in Delaware in
1979. Its primary subsidiaries are American Income Life Insurance Company (American Income), Liberty
National Life Insurance Company (Liberty), Globe Life And Accident Insurance Company (Globe), United
American Insurance Company (United American), and Family Heritage Life Insurance Company of
America (Family Heritage).
Torchmark’s website is: www.torchmarkcorp.com. Torchmark makes available free of charge through
its website, its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports as soon as reasonably practicable after they have been
electronically filed with or furnished to the Securities and Exchange Commission.
The following table presents Torchmark’s business by primary marketing distribution method.
Primary
Distribution Method
Company
American Income
Exclusive Agency
Direct Response
American Income Life
Insurance Company
Waco, Texas
Globe Life And Accident
Insurance Company
Oklahoma City, Oklahoma
Family Heritage
Liberty National
Exclusive Agency
United American
Independent Agency
Family Heritage Life
Insurance Company
Cleveland, Ohio
Liberty National Life
Insurance Company
McKinney, Texas
United American
Insurance Company
McKinney, Texas
Products and Target Markets
Distribution
Individual life and supplemental health
insurance marketed to union and credit
union members.
5,176 producing agents in
the U.S., Canada, and New
Zealand.
Individual life and supplemental health
insurance including juvenile and senior life
coverage, Medicare Supplement, and
Medicare Part D marketed to middle-
income Americans.
Supplemental limited-benefit health
insurance to middle-income families.
Direct mail, internet,
television, magazine;
nationwide.
1,160 captive agents
Individual life and supplemental health
insurance marketed to middle-income
families.
Medicare Supplement and Medicare Part D
coverage to Medicare beneficiaries and, to
a lesser extent, life insurance and
supplemental limited-benefit health
coverage to people under age 65.
1,419 producing agents; 67
branch offices.
2,003 independent
producing agents.
Additional information concerning industry segments may be found in Management’s Discussion and
Analysis and in Note 14—Business Segments in the Notes to the Consolidated Financial Statements.
1
Life Insurance
Insurance
Torchmark’s insurance subsidiaries write a variety of nonparticipating ordinary life insurance
products. These include traditional and interest sensitive whole-life insurance, term life insurance, and
other life insurance. The following table presents selected information about Torchmark’s life products.
Annualized Premium in Force
(Amounts in thousands)
2011
2012
2010
Whole life:
Traditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,213,304 $1,153,621 $1,115,777
76,248
Interest-sensitive . . . . . . . . . . . . . . . . . . . . . . .
499,814
Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61,207
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,290
551,583
66,840
68,832
524,784
66,468
$1,895,017 $1,813,705 $1,753,046
The distribution methods for life insurance products include sales by direct response, exclusive
agents and independent agents. These methods are described in more depth in the Distribution Method
chart earlier in this report. The following table presents life annualized premium in force by distribution
method.
Annualized Premium in Force
(Amounts in thousands)
2011
2012
2010
Direct response . . . . . . . . . . . . . . . . . . . . . . . . . . $ 659,026 $ 630,044 $ 602,593
Exclusive agents:
American Income . . . . . . . . . . . . . . . . . . . . . .
Liberty National . . . . . . . . . . . . . . . . . . . . . . . .
Independent agents:
United American . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
705,417
295,396
19,533
215,645
642,803
302,489
22,203
216,166
596,583
310,475
24,726
218,669
$1,895,017 $1,813,705 $1,753,046
Health Insurance
Torchmark offers supplemental limited-benefit health insurance products that include primarily cancer
and accident plans. These policies are designed to supplement health coverage that applicants already
own. Medicare Supplements are also offered to enrollees in the traditional fee-for-service Medicare
program. Medicare Supplement plans are standardized by federal regulation and are designed to pay
deductibles and co-payments not paid by Medicare. We also offer Medicare Part D prescription drug
insurance.
2
The following table presents supplemental health annualized premium in force information for the
three years ended December 31, 2012 by product category.
Annualized Premium in Force
(Amounts in thousands)
2011
2012
2010
Amount
$ 450,812
451,941
325,749
% of
Total
37
37
26
Amount
$ 451,773
281,633
282,987
% of
Total
44
28
28
Amount
$461,386
308,899
203,340
% of
Total
47
32
21
. . . . . . .
Medicare Supplement
Limited-benefit plans . . . . . . . .
Medicare Part D . . . . . . . . . . . .
Total Health . . . . . . . . . . . .
$1,228,502
100
$1,016,393
100
$973,625
100
The following table presents supplemental health annualized premium in force for the three years
ended December 31, 2012 by marketing (distribution) method.
Direct response . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Exclusive agents:
Liberty National
. . . . . . . . . . . . . . . . . . . . . . . . .
American Income . . . . . . . . . . . . . . . . . . . . . . . .
Family Heritage . . . . . . . . . . . . . . . . . . . . . . . . .
Independent agents:
United American . . . . . . . . . . . . . . . . . . . . . . . .
Medicare Part D . . . . . . . . . . . . . . . . . . . . . . . . .
Annualized Premium in Force
(Amounts in thousands)
2012
2011
2010
60,206 $
58,512 $ 57,014
259,452
73,280
187,979
321,836
902,753
325,749
284,204
72,991
0
316,839
74,049
0
317,699
322,383
733,406
282,987
770,285
203,340
$1,228,502 $1,016,393 $973,625
Annuities
Annuity products offered include single-premium and flexible-premium deferred annuities. Annuities
in each of the three years ending December 31, 2012 comprised less than 1% of premium.
Pricing
Premium rates for life and health insurance products are established using assumptions as to future
mortality, morbidity, persistency, and expenses, all of which are generally based on Company experience
and on projected investment earnings. Revenues for individual life and health insurance products are
primarily derived from premium income, and, to a lesser extent, through policy charges to the policyholder
account values on certain individual life products. Profitability is affected to the extent actual experience
deviates from the assumptions made in pricing and to the extent investment income varies from that
which is required for policy reserves.
Collections for annuity products and certain life products are not recognized as revenues but are
added to policyholder account values. Revenues from these products are derived from charges to the
account balances for insurance risk and administrative costs. Profits are earned to the extent these
revenues exceed actual costs. Profits are also earned from investment income on the deposits invested
in excess of the amounts credited to policyholder accounts.
3
Underwriting
The underwriting standards of each Torchmark insurance subsidiary are established by
management. Each subsidiary uses information from the application and, in some cases, telephone
interviews with applicants,
inspection reports, pharmacy data, doctors’ statements and/or medical
examinations to determine whether a policy should be issued in accordance with the application, with a
different rating, with a rider, with reduced coverage or rejected.
Reserves
The life insurance policy reserves reflected in Torchmark’s financial statements as future policy
benefits are calculated based on generally accepted accounting principles (GAAP). These reserves, with
premiums to be received in the future and the interest thereon compounded annually at assumed rates,
must be sufficient to cover policy and contract obligations as they mature. Generally, the mortality and
persistency assumptions used in the calculations of reserves are based on Company experience. Similar
reserves are held on most of the health policies written by Torchmark’s insurance subsidiaries, since
these policies generally are issued on a guaranteed-renewable basis. A list of the assumptions used in
the calculation of Torchmark’s reserves are reported in the financial statements. Reserves for annuity
products and certain life products consist of the policyholders’ account values and are increased by
policyholder deposits and interest credited and are decreased by policy charges and benefit payments.
Investments
The nature, quality, and percentage mix of insurance company investments are regulated by state
laws. The investments of Torchmark insurance subsidiaries consist predominantly of high-quality,
investment-grade securities. Fixed maturities represented 96% of
fair value at
December 31, 2012. (See Note 4—Investments in the Notes to the Consolidated Financial Statements
and Management’s Discussion and Analysis.)
investments at
total
Competition
Torchmark competes with other insurance carriers through policyholder service, price, product
design, and sales efforts. While there are insurance companies competing with Torchmark, no individual
company dominates any of Torchmark’s life or health markets.
Torchmark’s health insurance products compete with, in addition to the products of other health
insurance carriers, health maintenance organizations, preferred provider organizations, and other health
care-related institutions which provide medical benefits based on contractual agreements.
Management believes Torchmark companies operate at lower policy acquisition and administrative
expense levels than peer companies. This allows Torchmark to have competitive rates while maintaining
higher underwriting margins.
Regulation
Insurance.
Insurance companies are subject to regulation and supervision in the states in which
they do business. The laws of the various states establish agencies with broad administrative and
supervisory powers which include, among other things, granting and revoking licenses to transact
business, regulating trade practices, licensing agents, approving policy forms, approving certain premium
rates, setting minimum reserve and loss ratio requirements, determining the form and content of required
financial statements, and prescribing the type and amount of investments permitted. They are also
required to file detailed annual reports with supervisory agencies, and records of their business are
Insurance
subject
Commissioners (NAIC),
the
supervisory agencies.
insurance companies are examined periodically by one or more of
to examination at any time. Under
the National Association of
the rules of
4
Risk Based Capital. The NAIC requires a risk based capital formula be applied to all life and health
insurers. The risk based capital formula is a threshold formula rather than a target capital formula. It is
designed only to identify companies that require regulatory attention and is not to be used to rate or rank
companies that are adequately capitalized. All Torchmark insurance subsidiaries are more than
adequately capitalized under the risk based capital formula.
Guaranty Assessments. State guaranty laws provide for assessments from insurance companies to
be placed into a fund which is used, in the event of failure or insolvency of an insurance company, to fulfill
the obligations of
that company to its policyholders. The amount which a company is assessed is
determined according to the extent of these unsatisfied obligations in each state. Assessments are
recoverable to a great extent as offsets against state premium taxes.
Medicare Part D. The Medicare Part D program is regulated at the federal level by the Centers for
Medicare and Medicaid Services (CMS). This agency periodically examines Torchmark’s participating
subsidiaries.
Holding Company. States have enacted legislation requiring registration and periodic reporting by
insurance companies domiciled within their respective jurisdictions that control or are controlled by other
corporations so as to constitute a holding company system. Torchmark and its subsidiaries have
registered as a holding company system pursuant to such legislation in Indiana, Nebraska, Ohio, and
New York.
Insurance holding company system statutes and regulations impose various limitations on
investments in subsidiaries, and may require prior regulatory approval for material transactions between
insurers and affiliates and for the payment of certain dividends and other distributions.
At the end of 2012, Torchmark had 2,570 employees and 472 licensed employees under sales
contracts.
Personnel
5
Item 1A. Risk Factors
Risks Related to Our Business
Product Marketplace and Operational Risks:
The insurance industry is a mature, regulated industry, populated by many firms. We operate in the
life and health insurance sectors of the insurance industry, each with its own set of risks.
The development and maintenance of our various distribution systems are critical to growth
in product sales and profits. Because our life and health insurance sales are primarily made to
individuals, rather than groups, and the face amounts sold are lower than that of policies sold in the
higher income market, the development, maintenance, and retention of adequate numbers of producing
agents and direct response systems to support growth of sales in this market are critical. We compete for
producing agents with other insurers primarily on the basis of our products and compensation. Adequate
compensation that is competitive with other employment opportunities and that also motivates producing
agents to increase sales is critical, as our competitors seek to hire away our agents from time to time. In
direct response, continuous development of new offerings and cost efficiency are key. Less than optimum
execution of these strategies may result in reduced sales and profits.
Economic conditions may materially adversely affect our business and results of operations.
We serve primarily the middle-income market for individual protection life and health insurance and, as a
result, we compete directly with alternative uses of a customer’s disposable income. If disposable income
within this demographic group declines or the use of disposable income becomes more limited, as a
result of an economic downturn or otherwise, then new sales of our insurance products could become
more challenging, and our policyholders may choose to defer paying insurance premiums or stop paying
insurance premiums altogether.
Variations in expected to actual rates of mortality, morbidity, and persistency could
negatively affect our results of operations and financial condition. We establish a liability for our
policy reserves to pay future policyholder benefits and claims. These reserves do not represent an exact
calculation of liability, but rather are actuarial estimates based on models that include many assumptions
and projections which are inherently uncertain. The reserve computations involve the exercise of
significant judgment with respect to levels of mortality, morbidity, and persistency as well as the timing of
premium and benefit payments. Even though our actuaries continually test expected-to-actual results,
actual levels that occur may differ significantly from the levels assumed when premium rates were first
set. Accordingly, we cannot determine with precision the ultimate amounts of claims or benefits that we
will pay or the timing of such payments. Significant variations from the levels assumed when policy
reserves are first set could negatively affect our profit margins and income.
A ratings downgrade or other negative action by a rating agency could materially and
negatively affect our business, financial condition and results of operations. Various rating
agencies review the financial performance and condition of insurers, including our insurance subsidiaries,
and publish their financial strength ratings as indicators of an insurer’s ability to meet policyholder and
contract holder obligations. These ratings are important to maintaining public confidence in our insurance
these products and our competitive position. A downgrade or other
products, our ability to market
negative action by a rating agency with respect
to the financial strength ratings of our insurance
subsidiaries could negatively affect us in many ways, including the following: limiting or restricting the
ability of our insurance subsidiaries to pay dividends to us and adversely affecting our ability to sell
insurance products through our independent agencies.
Rating agencies also publish credit ratings for us. Credit ratings are indicators of a debt issuer’s
ability to meet the terms of debt obligations in a timely manner. These ratings are important to our overall
ability to access certain types of liquidity. Actual or anticipated downgrades in our credit ratings, or an
announcement that our ratings are under further review for a downgrade, could have a material adverse
effect on our operations, including limiting our access to capital markets, increasing the cost of debt,
6
impairing our ability to raise capital to refinance maturing debt obligations, limiting our capacity to support
growth at our insurance subsidiaries, and making it more difficult to maintain or improve the current
financial strength ratings of our insurance subsidiaries.
Ratings reflect only the rating agency’s views and are not recommendations to buy, sell or hold our
securities. Rating agencies assign ratings based upon several factors. While most of the factors relate to
the rated company, some of the factors relate to the views of the rating agency, general economic
conditions and circumstances outside the rated company’s control. In addition, rating agencies use
various models and formulas to assess the strength of a rated company, and from time to time rating
agencies have, in their discretion, altered the models. Changes to the models could impact the rating
agencies’ judgment of the rating to be assigned to the rated company. There can be no assurance that
current credit ratings will remain in effect for any given period of time or that such ratings will not be
lowered, suspended or withdrawn entirely by the rating agencies, if in each rating agency’s judgment,
circumstances so warrant. We cannot predict what actions the rating agencies may take, or what actions
we may take in response to the actions of the rating agencies, which could negatively affect our business,
financial condition and results of operations.
Life Insurance Marketplace Risk:
Our life products are sold in selected niche markets. We are at risk should any of these
markets diminish. We have two life distribution channels that focus on distinct market niches: labor
union members and sales via direct response distribution. The contraction of the size of either market
could adversely affect sales. In recent years, labor union membership has experienced minimal growth
and has declined as a percentage of employed workers. Most of our direct response business is solicited
either through direct mail, insertion into other mail media for distribution, internet marketing, or by inbound
telephone calls. Significant adverse changes in postage cost or the acceptance of unsolicited marketing
mail by consumers could negatively affect this business.
Health Insurance Marketplace Risks:
Congress could make changes to the Medicare program which could impact our Medicare
Supplement and Medicare Part D prescription drug insurance business. Medicare Supplement
insurance constitutes a significant portion of our in-force health insurance business. Because of
increasing medical cost inflation and concerns about the solvency of the Medicare program, it is possible
that changes will be made to the Medicare program by Congress in the future. The nature and timing of
these changes cannot be predicted and could have a material adverse effect on that business.
Our Medicare Supplement business could be negatively affected by alternative healthcare
providers. Our Medicare Supplement business is impacted by market trends in the senior-aged health
care industry that provide alternatives to traditional Medicare, such as Medicare Advantage, or other
health maintenance organizations (HMOs) or managed care plans. The success of these alternative
businesses could negatively affect the sales and premium growth of traditional Medicare Supplement
insurance.
Our Medicare Supplement and other health insurance business is subject
to intense
competition primarily on the basis of price which could restrict future sales.
In recent years, price
for other health
competition in the traditional Medicare Supplement market, as well as the market
products, has been significant, characterized by some insurers who have been willing to earn very small
profit margins or to underprice new sales in order to gain market share. We have elected not to compete
on those terms, which has negatively affected sales. Should these industry practices continue, it is likely
that our sales of health insurance products will remain depressed.
An inability to obtain timely and appropriate premium rate increases for the health insurance
policies we sell due to regulatory delay could adversely affect our results of operations and
financial condition. A significant percentage of the health insurance premiums that our insurance
subsidiaries earn is from Medicare Supplement insurance. Medicare Supplement insurance and the terms
under which the premiums for such policies may be increased are highly regulated at both the state and
federal level. As a result, it is characterized by lower profit margins than life insurance and requires strict
administrative discipline and economies of scale for success. Because Medicare Supplement policies are
7
coordinated with the federal Medicare program, which experiences health care inflation every year,
annual premium rate increases for the Medicare Supplement policies are necessary. Obtaining timely rate
increases is of critical importance to our success in this market. Accordingly, the inability of our insurance
subsidiaries to obtain approval of premium rate increases in a timely manner from state insurance
regulatory authorities in the future could adversely impact their profitability.
Investment Risks:
Our investments are subject to market and credit risks. Our invested assets are subject to the
customary risks of defaults, downgrades, and changes in market values. Substantially all of our
investment portfolio consists of fixed-maturity and short-term investments. A significant portion of our
fixed-maturity investments is comprised of corporate bonds, exposing us to the risk that
individual
corporate issuers will not have the ability to make required interest or principal payments on the
investment. Factors that may affect both market and credit risks include interest rate levels, financial
market performance, disruptions in credit markets, and general economic conditions, as well as particular
circumstances affecting the businesses or industries of each issuer. Additionally, because the majority of
our investments are longer-term fixed maturities that we typically hold until maturity, significant increases
in interest rates, widening of credit spreads, or inactive markets associated with market downturns could
cause a material temporary decline in the fair value of our fixed investment portfolio, even with regard to
performing assets. These declines could cause a material increase in unrealized losses in our investment
portfolio. Significant unrealized losses can substantially reduce our capital position and shareholders’
equity.
these securities with unrealized losses may
experience a default event and that a portion or all of that unrealized loss may not be recoverable. In that
case, the unrealized loss will be realized, at which point we would take an impairment charge, reducing
our net income.
is possible that our investment
in certain of
It
Difficulties in the business of particular issuers or in industries in which we hold investments
could cause significant downgrades, delinquencies and defaults in our investment portfolio,
potentially resulting in lower net investment income and increased realized and unrealized
investment losses. Difficult conditions in U.S. capital markets in recent periods caused a notable
increase in the troubled status of businesses in which we hold investments. If difficulties within these
businesses and industries increase, there could be deferrals and defaults on amounts owed to us. If
conditions in the capital markets worsen, we could experience credit downgrades or default events within
our investment portfolio.
A default by an issuer could result
in a significant other-than-temporary impairment of
that
investment, causing us to write the investment down and take a charge against net income. The risk of
default is higher for bonds with longer-term maturities, which we acquire in order to match our long-term
insurance obligations. We attempt to reduce this risk by purchasing only investment grade securities and
by carefully evaluating an issuer before entering into an investment. Also, while we have invested in a
broad array of industries and issuers in order to attempt to maintain a highly diversified portfolio, a
significant amount of our investments is in banks, insurance companies, and other financial institutions,
which have experienced an increased level of downgrades in recent years. Moreover, we cannot be
assured that any particular issuer, regardless of industry, will be able to make required interest and
principal payments, on a timely basis or at all. Material other-than-temporary impairments could reduce
our statutory surplus, leading to lower risk-based capital ratios, potential downgrades of our ratings by
rating agencies and a potential reduction of future dividend capacity from our insurance subsidiaries.
While we intend to hold our investments until maturity, a severe increase in defaults could cause us to
suffer a significant decrease in investment
income or principal repayments, resulting in substantial
realized losses from the writedowns of impaired investments. Current net income would be negatively
impacted by the writedowns, and prospective net income would be adversely impacted by the loss of
future interest income.
A decline in interest rates could negatively affect income. Declines in interest rates expose
insurance companies to the risk of not earning anticipated spreads between the interest rate earned on
investments and the discount rates used to calculate the net policy liabilities. While we attempt to manage
our investments to preserve the excess investment income spread, we provide no assurance that a
significant and persistent decline in interest rates will not materially affect such spreads. Significant
8
decreases in interest rates could result in calls by issuers of investments, where such features are
available to issuers. These calls could result in a decline in our investment income, as reinvestment of the
proceeds would likely be at lower rates.
Liquidity Risks:
Our liquidity to fund operations is substantially dependent on funds available, primarily
dividends, from our insurance subsidiaries. As a holding company with no direct operations, our
principal asset is the capital stock of our insurance subsidiaries, which periodically declare and distribute
dividends on their capital stock. Moreover, our liquidity, including our ability to pay our operating expenses
and to make principal and interest payments on debt securities or other indebtedness owed by us, as well
as our ability to pay dividends on our common stock or any preferred stock, depends significantly upon
the surplus and earnings of our insurance subsidiaries and the ability of these subsidiaries to pay
dividends or to advance or repay funds to us. Other sources of liquidity for us also include a variety of
short- and long-term instruments, including our credit facility, commercial paper and medium- and long-
term debt.
The principal sources of our insurance subsidiaries’
liquidity are insurance premiums, as well as
income, maturities, repayments, and other cash flow from our investment portfolio. Our
investment
insurance subsidiaries are subject to various state statutory and regulatory restrictions applicable to
insurance companies that limit the amount of cash dividends, loans, and advances that those subsidiaries
may pay to us, including laws establishing minimum solvency and liquidity thresholds. For example, in the
states where our companies are domiciled, an insurance company generally may pay dividends only out
of its unassigned surplus as reflected in its statutory financial statements filed in that state. Additionally,
dividends paid by insurance subsidiaries are generally limited to the greater of prior year statutory net
income, excluding capital gains, on an annual noncumulative basis or 10% of prior year statutory surplus
without regulatory approval. Accordingly, a disruption in our insurance subsidiaries’ operations could
reduce their capital or cash flow and, as a result, limit or disallow payment of dividends to us, a principal
source of our cash flow.
We can give no assurance that more stringent restrictions will not be adopted from time to time by
states in which our insurance subsidiaries are domiciled, which could, under certain circumstances,
significantly reduce dividends or other amounts paid to us by our subsidiaries. Although we do not
anticipate changes, changes in these laws could constrain the ability of our subsidiaries to pay dividends
or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt
obligations and corporate expenses. Additionally, the inability of our insurance subsidiaries to obtain
approval of premium rate increases in a timely manner from state insurance regulatory authorities could
adversely impact
their profitability, and thus their ability to declare and distribute dividends to us.
Limitations on the flow of dividends from our subsidiaries could limit our ability to service and repay debt
or to pay dividends on our capital stock.
Adverse capital and credit market conditions may significantly affect our ability to meet
liquidity needs or access capital, as well as affect our cost of capital. The capital and credit
markets have recently experienced extreme instability and disruption for an extended period of time. In
some cases, the markets exerted downward pressure on the availability of liquidity and credit capacity for
certain industries and issuers. Additionally, should credit spreads widen again in the future, the interest
rate we must pay on any new debt obligation we may issue could increase, and our net income could be
reduced. If the credit and capital markets were to experience significant disruption, uncertainty, and
instability, these conditions could adversely affect our access to capital. Such market conditions may limit
our ability to replace maturing liabilities (in a timely manner or at all) and/or access the capital necessary
to grow our business.
In the unlikely event that current resources do not satisfy our needs, we may have to seek additional
financing or raise capital. The availability of additional financing or capital will depend on a variety of
factors such as market conditions, the general availability of credit or capital, the volume of trading
activities, the overall availability of credit to the insurance industry, and our credit ratings and credit
capacity. Additionally, customers, lenders, or investors could develop a negative perception of our long-
or short-term financial prospects if we incur large investment losses or if the level of our business activity
9
decreases due to a market downturn. Our access to funds may also be impaired if regulatory authorities
or rating agencies take negative actions against us. Our internal sources of liquidity may prove to be
insufficient, and, in such case, we may not be able to successfully obtain additional financing on favorable
terms, or at all. As such, we may be forced to delay raising capital, issue shorter term securities than we
prefer, or bear an unattractive cost of capital which could decrease our profitability and significantly
reduce our financial flexibility. Therefore, as a result, our results of operations, financial condition, and
cash flows could be materially negatively affected by disruptions in the financial markets.
Regulatory Risks:
Insurance companies,
including our insurance subsidiaries, are subject
Our businesses are heavily regulated, and changes in regulation may reduce our profitability
and growth.
to extensive
supervision and regulation in the states in which we do business. The primary purpose of this supervision
and regulation is the protection of our policyholders, not our investors. State agencies have broad
administrative power over numerous aspects of our business, including premium rates and other terms
and conditions that we can include in the insurance policies offered by our insurance subsidiaries,
marketing practices, advertising, licensing agents, policy forms, capital adequacy, solvency, reserves, and
permitted investments. Also, regulatory authorities have relatively broad discretion to grant, renew, or
initiate procedures to revoke licenses or approvals. The insurance laws, regulations and policies currently
affecting Torchmark and its insurance subsidiaries may change at any time, possibly having an adverse
effect on our business. Should these changes to our business occur, we may be unable to maintain all
required licenses and approvals, and our business may not fully comply with the wide variety of applicable
laws and regulations or the relevant authority’s interpretation of the laws and regulations, which may
change from time to time. If we do not have the requisite licenses and approvals or do not comply with
applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily
suspend us from carrying on some or all of our activities or impose substantial fines.
We cannot predict the timing or substance of any future regulatory initiatives. In recent years, there
has been increased scrutiny of insurance companies, including our insurance subsidiaries, by insurance
regulatory authorities, which has included more extensive examinations and more detailed review of
disclosure documents. These regulatory authorities may bring regulatory or other legal actions against us
if, in their view, our practices, or those of our agents or employees, are improper. These actions can
result in substantial fines, penalties, or prohibitions or restrictions on our business activities and could
have a material adverse effect on our business, results of operations, or financial condition. Additionally,
changes in the overall
legal or regulatory environment may, even absent any particular regulatory
authority’s interpretation of an issue changing, cause us to change our views regarding the actions that
we need to take from a legal or regulatory risk management perspective, thus necessitating changes to
our practices that may, in some cases, limit our ability to grow or otherwise negatively impact the
profitability of our business.
the U.S.
Currently,
federal government does not directly regulate the business of
insurance.
However,
the Dodd-Frank Wall Street Record and Consumer Protection Act of 2010 establishes a
Federal Insurance Office (FIO) within the Department of the Treasury, and the Affordable Care Act
created the Center for Consumer Information and Insurance Oversight (CCIIO), originally established
under the Department of Health and Human Services and subsequently transferred to the Centers for
Medicare and Medicaid Services (CMS). The creation of these insurance regulatory offices may indicate
that the federal government intends to play a larger role in the direct regulation of the insurance industry.
We cannot predict what impact, if any, the FIO and CCIIO, as well as any other proposals for federal
regulation of insurance could have on our business, results of operations, or financial condition.
Changes in U.S. federal income tax law could increase our tax costs. Changes to the Internal
Revenue Code, administrative rulings or court decisions affecting the insurance industry could increase
our effective tax rate and lower our net income.
Changes in accounting standards issued by accounting standard-setting bodies may
adversely affect our financial statements and reduce our profitability. Our financial statements are
subject to the application of accounting principles generally accepted in the United States of America
10
(GAAP), which principles are periodically revised and/or expanded. Accordingly, from time to time, we are
required to adopt new or revised accounting standards or guidance issued by recognized authoritative
bodies. It is possible that future accounting standards that we are required to adopt could change the
current accounting treatment
that we apply to our consolidated financial statements and that such
changes could have a material adverse effect on our financial condition and results of operations. Further,
standard setters have a full agenda of unissued topics under review at any given time, any of which have
the potential to negatively impact our profitability.
If we fail to comply with restrictions on patient privacy and information security, including
taking steps to ensure that our business associates who obtain access to sensitive patient
information maintain its confidentiality, our reputation and business operations could be
materially adversely affected. The collection, maintenance, use, disclosure and disposal of individually
identifiable data by our insurance subsidiaries are regulated at the international, federal and state levels.
These laws and rules are subject to change by legislation or administrative or judicial
interpretation.
Various state laws address the use and disclosure of individually identifiable health data to the extent they
are more restrictive than those contained in the privacy and security provisions in the federal Gramm-
Leach-Bliley Act of 1999 (GLBA) and in the Health Insurance Portability and Accountability Act of 1996
(HIPAA). HIPAA also requires that we impose privacy and security requirements on our business
associates (as that term is defined in the HIPAA regulations). Noncompliance with any privacy laws or
any security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or
confidential
information, whether by us or by one of our business associates, could have a material
adverse effect on our business, reputation and results of operations and could include material fines and
penalties, various forms of damages, consent orders regarding our privacy and security practices,
adverse actions against our licenses to do business and injunctive relief.
Litigation Risk:
Litigation could result in substantial judgments against us or our subsidiaries. We are, and
in the future may be, subject to litigation in the ordinary course of business. Some of these proceedings
have been brought on behalf of various alleged classes of complainants, and, in certain of these matters,
the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages.
Members of our management and legal teams review litigation on a quarterly and annual basis. However,
the outcome of any such litigation cannot be predicted with certainty. A number of civil jury verdicts have
been returned against insurers in the jurisdictions in which Torchmark and its insurance subsidiaries do
business involving the insurers’ sales practices, alleged agent misconduct, failure to properly supervise
agents, and other matters. These lawsuits have resulted in the award of substantial judgments against
insurers that are disproportionate to the actual damages, including material amounts of punitive damages.
In some states in which we operate, juries have substantial discretion in awarding punitive damages. This
discretion creates the potential
for unpredictable material adverse judgments in any given punitive
damages suit.
Our pending and future litigation could adversely affect us because of the costs of defending these
cases, the costs of settlement or judgments against us, or changes in our operations that could result
from litigation. Substantial legal liability in these or future legal actions could also have a material financial
effect or cause significant harm to our reputation, which, in turn, could materially harm our business and
our business prospects.
Catastrophic Event Risk:
Our business is subject to the risk of the occurrence of catastrophic events. Our insurance
policies are issued to and held by a large number of policyholders throughout the United States in
relatively low-face amounts. Accordingly, it is unlikely that a large portion of our policyholder base would
be affected by a single natural disaster. However, our insurance operations could be exposed to the risk
of catastrophic mortality, caused by events such as a pandemic, an act of terrorism, or another event that
causes a large number of deaths or injuries across a wide geographic area. These events could have a
material adverse effect on our results of operations in any period and, depending on their severity and
geographic scope, could also materially and adversely affect our financial condition.
11
The extent of losses from a catastrophe is a function of both the total number of policyholders in the
area affected by the event and the severity of the event. Pandemics, hurricanes, earthquakes, and man-
made catastrophes,
including terrorism and war, may produce significant claims in larger areas,
especially those that are heavily populated. Claims resulting from natural or man-made catastrophic
events could cause substantial volatility in our financial results for any fiscal quarter or year and could
materially reduce our profitability or harm our financial condition.
Information Technology Risk:
The occurrence of computer viruses, network security breaches, disasters, or other
unanticipated events could affect the data processing systems of Torchmark or its subsidiaries
and could damage our business and adversely affect our financial condition and results of
operations. A computer virus could affect the data processing systems of Torchmark or its subsidiaries,
destroying valuable data or making it difficult to conduct business. In addition, despite our implementation
of network security measures, our servers could be subject to physical and electronic break-ins and
similar disruptions from unauthorized tampering with our computer systems.
We retain confidential
information in our computer systems and rely on sophisticated commercial
technologies to maintain the security of those systems. Anyone who is able to circumvent our security
measures and penetrate our computer systems could access, view, misappropriate, alter, or delete
information in the systems,
information and proprietary
including personally identifiable customer
business information. In addition, an increasing number of states require that customers be notified of
unauthorized access, use, or disclosure of their information. Any compromise of the security of our
computer systems that results in inappropriate access, use, or disclosure of personally identifiable
customer information could damage our reputation in the marketplace, deter people from purchasing our
products, subject us to significant civil and criminal liability, and require us to incur significant technical,
legal, and other expenses.
In the event of a disaster such as a natural catastrophe, an industrial accident, a blackout, or a
terrorist attack or war, our computer systems may be inaccessible to our employees or customers for a
period of time. Even if our employees are able to report to work, they may be unable to perform their
duties for an extended period of time if our data or systems are disabled or destroyed.
Item 1B. Unresolved Staff Comments
As of December 31, 2012, Torchmark had no unresolved staff comments.
12
Item 2. Properties
Torchmark, through its subsidiaries, owns or leases buildings that are used in the normal course of
business. Torchmark owns and occupies a 290,000 square foot facility located in McKinney, Texas (a
north Dallas suburb). This facility is Torchmark’s corporate headquarters and also houses the operations
of United American.
Liberty owns a 487,000 square foot building in Birmingham, Alabama which until 2010 served as
Liberty’s home office. During 2010, Liberty vacated this building and currently operates its home office
activities out of a 34,000 square foot facility leased in a Birmingham suburb. Approximately 8,000 square
feet of storage space has also been leased near the new home office facility. Liberty also operates a
company-owned district office used for agency sales personnel. Liberty is currently in the process of
selling its former home office building, opting instead to operate from leased facilities.
A subsidiary of Globe owns a 133,000 square foot facility located in Oklahoma City, Oklahoma which
houses the Globe direct response operation. This subsidiary also currently leases 37,000 square feet of
space for its home office activities in downtown Oklahoma City.
American Income owns and is the sole occupant of an office building located in Waco, Texas. The
building is a two-story structure containing approximately 72,000 square feet of usable floor space.
American Income also owns a 43,000 square foot facility located in Waco which houses the American
Income direct response operation.
Family Heritage owns 50% of a partnership that owns a 66,272 square foot building in Broadview
Heights, Ohio (a suburb of Cleveland) that serves as Family Heritage’s headquarters. The joint venture
also leases a portion of the building to unrelated tenants.
Item 3. Legal Proceedings
Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to
litigation, including claims involving tax matters, alleged breaches of contract, torts, including bad faith
and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s subsidiaries,
employment discrimination, and miscellaneous other causes of action. Based upon information presently
available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries,
management does not believe that such litigation will have a material adverse effect on Torchmark’s
financial condition, future operating results or liquidity; however, assessing the eventual outcome of
litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries
and appellate courts in the future. This bespeaks caution, particularly in states with reputations for high
punitive damage verdicts such as Alabama and Mississippi. Torchmark’s management recognizes that
large punitive damage awards bearing little or no relation to actual damages continue to be awarded by
juries in jurisdictions in which Torchmark and its subsidiaries have substantial business, particularly
Alabama and Mississippi, creating the potential for unpredictable material adverse judgments in any given
punitive damage suit.
As previously reported Securities and Exchange Commission (SEC) filings, on March 15, 2011,
purported class action litigation was filed against American Income and Torchmark in the District Court for
the Northern District of Ohio (Fitzhugh v. American Income Life Insurance Company and Torchmark
Corporation, Case No. 1:11-cv-00533). The plaintiff, a formerly independently contracted American
Income agent, alleged that American Income intentionally misclassified its agents as independent
contractors rather than as employees in order to escape minimum wage and overtime requirements of the
Fair Labor Standards Act, as well as to avoid payroll taxes, workers compensation premiums and other
benefits required to be provided by employers. Monetary damages in the amount of unpaid compensation
plus liquidated damages and/or prejudgment interest as well as injunctive and/or declaratory relief were
sought by the plaintiff on behalf of the purported class. On November 3, 2011, the Court granted
American Income’s motion to compel arbitration and dismissed the case. Plaintiffs appealed this decision.
In May 2012, the parties negotiated a settlement of this matter and filed a joint motion for its approval by
13
the Court. On December 4, 2012, the Court entered an order approving the settlement and dismissing the
case with prejudice.
As previously reported in filings with the SEC, Torchmark subsidiary, United American was named as
defendant in purported class action litigation filed on May 31, 2011 in Cross County Arkansas Circuit
Court and subsequently removed to the United States District Court, Eastern District of Arkansas
(Kennedy v. United American Insurance Company (Case No. 2:11-cv-00131-SWW). In the litigation, filed
on behalf of a proposed nationwide class of owners of certain limited benefit hospital and surgical
expense policies from United American, the plaintiff alleged that United American breached the policy by
failing and/or refusing to pay benefits for the total number of days an insured is confined to a hospital and
by limiting payment to the number of days for which there are incurred hospital room charges despite
policy obligations allegedly requiring United American to pay benefits for services and supplies in addition
to room charges. Claims for unjust enrichment, breach of contract, bad faith refusal to pay first party
benefits, breach of the implied duty of good faith and fair dealing, bad faith, and violation of the Arkansas
Deceptive Trade Practices Act were initially asserted. The plaintiff sought declaratory relief, restitution
and/or monetary damages, punitive damages, costs and attorneys’ fees. In September 2011, the plaintiff
dismissed all causes of action, except for the breach of contract claim. On November 14, 2011, plaintiff
filed an amended complaint based upon the same facts asserting only breach of contract claims on behalf
of a purported nationwide restitution/monetary relief class or, in the first alternative, a purported multiple-
state restitution/monetary relief class or,
in the second alternative, a purported Arkansas statewide
restitution/monetary relief class. Restitution and/or monetary relief for United American’s alleged breach
of contract, costs, attorney’s fees and expenses, expert fees, prejudgment interest and other relief are
being sought on behalf of the plaintiff and members of the class. On December 7, 2011, United American
filed a Motion to Dismiss the plaintiff’s amended complaint, which the Court subsequently denied on July
24, 2012. On September 28, 2012, plaintiff filed a second amended and supplemental complaint with the
same allegations on behalf of a nationwide class or alternatively, an Arkansas statewide class limited to
GSP2 policies. Plaintiff filed a third supplemental and amending class action complaint and a motion for
leave to file to file an amended complaint on November 21, 2012 again with the same allegations but a
different plaintiff class and alternatively, for sub-classes or a multistate class, which was opposed by
United American. Plaintiff also filed a motion for class certification on November 21, 2012. On December
28, 2012, United American filed its response to plaintiffs’ motion for class certification. The parties are
presently awaiting the Court’s rulings on various outstanding motions and the trial of this case has been
continued until October 21, 2013.
Item 4. Mine Safety Disclosures.
Not Applicable.
14
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
(a) Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The principal market in which Torchmark’s common stock is traded is the New York Stock Exchange.
There were 3,355 shareholders of record on December 31, 2012, excluding shareholder accounts held in
nominee form. The market prices and cash dividends paid by calendar quarter for the past two years are
as follows:
Quarter
1
2
3
4
Year-end closing price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.67
Quarter
1
2
3
4
2012
Market Price
Low
High
$50.55 $43.36
45.29
49.10
49.55
50.55
52.76
52.97
Dividends
Per Share
$.12
.15
.15
.15
2011
Market Price
Low
High
$44.32 $40.45
41.00
33.18
33.72
45.23
43.68
43.74
Dividends
Per Share
$.107
.107
.11
.12
Year-end closing price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43.39
(c) Purchases of Certain Equity Securities by the Issuer and Others for the Fourth Quarter 2012
Period
(a) Total Number
of Shares
Purchased
(b) Average
Price Paid
Per Share
(c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
(d) Maximum Number
of Shares (or
Approximate Dollar
Amount) that May
Yet Be Purchased
Under the Plans or
Programs
October 1-31, 2012 . . . . . . . . . . .
November 1-30, 2012 . . . . . . . . .
December 1-31, 2012 . . . . . . . . .
0
1,110,000
935,000
$ 0.00
50.26
51.64
0
1,110,000
935,000
On August 1, 2012, Torchmark’s Board reaffirmed its continued authorization of the Company’s stock
repurchase program in amounts and with timing that management,
in consultation with the Board,
determined to be in the best interest of the Company. The program has no defined expiration date or
maximum shares to be purchased.
15
(e) Performance Graph
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Torchmark Corporation, the S&P 500 Index, and the S&P Life & Health Insurance Index
$160
$140
$120
$100
$80
$60
$40
$20
$0
12/07
12/08
12/09
12/10
12/11
12/12
Torchmark Corporation
S&P 500
S&P Life & Health Insurance
* $100 invested on 12/31/07 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright© 2012 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
The line graph shown above compares Torchmark’s cumulative total return on its common stock with
the cumulative total returns of the Standard and Poor’s 500 Stock Index (S&P 500) and the Standard and
Poor’s Life & Health Insurance Index (S&P Life & Health Insurance). Torchmark is one of the companies
whose stock is included within both the S&P 500 and the S&P Life & Health Insurance Index.
16
Item 6. Selected Financial Data
The following information should be read in conjunction with Torchmark’s Consolidated Financial
Statements and related notes reported elsewhere in this Form 10-K:
(Amounts in thousands except per share and percentage data)
Year ended December 31,
2012
2011
2010
2009
2008
Premium revenue:
Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,808,524 $ 1,726,244 $ 1,663,699 $ 1,591,853 $ 1,544,219
1,127,059
Health . . . . . . . . . . . . . . . . . . . . . . . . . . . .
622
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,671,900
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
627,206
Net investment income . . . . . . . . . . . . . . . .
(107,541)
Realized investment gains (losses) . . . . . .
3,196,236
Total revenue . . . . . . . . . . . . . . . . . . . . . . .
404,380
Income from continuing operations . . . . . .
22,559
Income from discontinued operations . . . .
Loss on disposal, net of tax . . . . . . . . . . . .
0
Net income . . . . . . . . . . . . . . . . . . . . . . . . .
426,939
Per common share:
Basic earnings:
1,017,711
541
2,610,105
632,540
(129,492)
3,115,073
364,273
18,901
0
383,174
987,421
638
2,651,758
676,364
37,340
3,367,632
504,095
29,784
(35,013)
498,866
929,466
608
2,656,318
693,028
25,904
3,377,401
497,616
0
(455)
497,161
1,047,379
559
2,856,462
693,644
37,833
3,589,516
529,324
0
0
529,324
Income from continuing operations . .
Income (loss) from discontinued
operations . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . .
Diluted earnings:
Income from continuing operations . .
Income (loss) from discontinued
operations . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . .
Cash dividends declared . . . . . . . . . . . .
Cash dividends paid . . . . . . . . . . . . . . . .
Basic average shares outstanding . . . . . .
Diluted average shares outstanding . . . . .
5.48
0.00
5.48
5.41
0.00
5.41
0.60
0.57
96,614
97,898
4.60
(0.01)
4.59
4.53
0.00
4.53
0.46
0.45
108,278
109,815
4.13
(0.04)
4.09
4.09
(0.04)
4.05
0.41
0.41
122,009
123,123
2.93
0.15
3.08
2.93
0.15
3.08
0.38
0.37
124,550
124,550
3.06
0.17
3.23
3.05
0.17
3.22
0.37
0.37
132,079
132,774
As of December 31,
2012
2011
2010
2009
2008
Cash and invested assets(1) . . . . . . . . . . . . $14,155,919 $ 12,437,699 $11,563,656 $10,054,764 $ 7,812,992
Total assets(1)
13,053,558
. . . . . . . . . . . . . . . . . . . . . . .
403,707
Short-term debt . . . . . . . . . . . . . . . . . . . . . .
Long-term debt(2) . . . . . . . . . . . . . . . . . . . . .
622,760
1,913,837
Shareholders’ equity . . . . . . . . . . . . . . . . . .
15.06
Per diluted share . . . . . . . . . . . . . . . . . . .
Effect of fixed maturity revaluation on
15,514,761
233,307
919,761
3,068,043
24.60
15,622,973
198,875
913,354
3,667,329
30.35
16,588,272
224,842
914,282
3,859,631
37.91
18,776,910
319,043
989,686
4,361,786
45.85
diluted equity per share(3) . . . . . . . . . .
10.61
5.95
0.55
(2.23)
(8.63)
Annualized premium in force:
Life(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic shares outstanding . . . . . . . . . . . . . .
Diluted shares outstanding . . . . . . . . . . . .
1,895,017
1,228,502
3,123,519
94,236
95,138
1,813,705
1,016,393
2,830,098
100,579
101,808
1,753,046
973,625
2,726,671
118,865
120,815
1,694,402
1,026,560
2,720,962
124,261
124,739
1,625,549
1,098,349
2,723,898
127,061
127,061
(1) Cash and invested assets include $615 million, total assets includes $869 million, annualized life premium in force includes
$969 thousand, and annualized health premium in force includes $188 million, representing the business acquired in the
acquisition of Family Heritage in 2012.
Includes Torchmark’s 7.1% Junior Subordinated Debentures reported as “Due to affiliates” on the Consolidated Balance Sheets
at year ends 2008 through 2011 in the amount of $123.7 million.
(2)
(3) There is an accounting rule requiring available-for-sale fixed maturities to be revalued at fair value each period. The effect of
this rule on diluted equity per share reflects the amount added or (deducted) under this rule to produce GAAP Shareholders’
equity per share. Please see the explanation and discussion under the caption Capital Resources in Management’s Discussion
and Analysis in this report concerning the effect this rule has on Torchmark’s equity.
17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Selected Financial Data and
Torchmark’s Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.
RESULTS OF OPERATIONS
Acquisition: On November 1, 2012, we acquired Family Heritage, a previously privately-held
this acquisition can be found in Note 6—
supplemental health insurance carrier.
Acquisition in the Notes to Consolidated Financial Statements. The results of Family Heritage subsequent
to our acquisition are included in this discussion within our health insurance segment.
Information about
Discontinued Operations: As described in Note 3—Discontinued Operations in the Notes to the
Consolidated Financial Statements, we sold our subsidiary United Investors Life Insurance Company
(United Investors) as of December 31, 2010. Because of the sale, United Investors’ financial results are
excluded from this discussion since those operations were discontinued.
How Torchmark Views Its Operations: Torchmark is the holding company for a group of
insurance companies which market primarily individual life and supplemental health insurance, and to a
limited extent annuities,
the United States. We view our
operations by segments, which are the insurance product lines of life, health, and annuities, and the
investment segment that supports the product lines. Segments are aligned based on their common
characteristics, comparability of the profit margins, and management techniques used to operate each
segment.
to middle income households throughout
Insurance Product Line Segments. As fully described in Note 14—Business Segments in the
line segments involve the marketing,
Notes to the Consolidated Financial Statements,
underwriting, and the administration of policies. Each product line is further segmented by the various
distribution units that market the insurance policies. Each distribution unit operates in a niche market
offering insurance products designed for that particular market. Whether analyzing profitability of a
segment as a whole, or the individual distribution units within the segment, the measure of profitability
used by management is the underwriting margin, which is:
the product
Premium revenue
Less:
Policy obligations
Policy acquisition costs and commissions
Investment Segment. The investment segment involves the management of our capital resources,
including investments and the management of corporate debt and liquidity. Our measure of profitability for
the investment segment is excess investment income, which is:
Net investment income
Less:
Required interest on net policy liabilities
Financing costs
The tables in Note 14—Business Segments reconcile Torchmark’s revenues and expenses by
segment to its major income statement line items for each of the years in the three-year period ending
the profitability measures that
December 31, 2012. Additionally,
demonstrates year-to-year comparability and which reconciles to net
income. That summary is
reproduced below from the Consolidated Financial Statements to present our overall operations in the
manner that we use to manage the business.
this Note provides a summary of
18
Analysis of Profitability by Segment
(Dollar amounts in thousands)
2012
2011
2010
Change %
Change %
2012
2011
Life insurance underwriting margin . . . . . . . . . . . . . . . . . . . . . . . . . . $ 509,476 $ 460,963 $ 430,262 $ 48,513
8,351
Health insurance underwriting margin . . . . . . . . . . . . . . . . . . . . . . . .
Annuity underwriting margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,120
Other insurance:
198,966
1,348
188,990
2,345
197,341
3,465
11 $ 30,701
(9,976)
997
4
48
7
(5)
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,898
(165,405)
236,644
(29,827)
2,507
(159,109)
258,986
(22,647)
2,834
(155,615)
265,245
(20,657)
(6,296)
(22,342)
(609) (24)
4
(9)
(7,180) 32
(327) (12)
2
(3,494)
(6,259)
(2)
(1,990) 10
Pre-tax total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Applicable taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
753,592
(246,945)
732,035
(238,335)
722,383
(242,558)
21,557
(8,610)
Discontinued operations (after tax)
After-tax total, before discontinued operations . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
506,647
0
493,700
0
479,825
27,932
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized gains (losses)—investments (after tax)* . . . . . . . . . . . . . .
Realized gains (losses)—discontinued operations (after tax)* . . . .
Loss on disposal of discontinued operations (after tax) . . . . . . . . . .
Acquisition expense—Family Heritage (after tax) . . . . . . . . . . . . . . .
Cost of legal settlements (after tax) . . . . . . . . . . . . . . . . . . . . . . . . . .
State administrative settlement (after tax) . . . . . . . . . . . . . . . . . . . . .
Loss on sale of equipment (after tax) . . . . . . . . . . . . . . . . . . . . . . . . .
506,647
24,591
0
0
(1,914)
0
0
0
493,700
16,838
0
(455)
0
(7,800)
(4,486)
(636)
507,757
24,270
1,852
(35,013)
0
0
0
0
12,947
0
12,947
7,753
0
455
(1,914)
7,800
4,486
636
3
4
3
3
1
(2)
3
(3)
9,652
4,223
13,875
(27,932)
(14,057)
(7,432)
(1,852)
34,558
0
(7,800)
(4,486)
(636)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 529,324 $ 497,161 $ 498,866 $ 32,163
6 $ (1,705)
0
* See the discussion of Realized Gains and Losses in this report.
Torchmark’s operations on a segment-by-segment basis are discussed in depth under
the
appropriate captions following in this report.
Summary of Operations: Net income rose 6% to $529 million in 2012 from $497 million in 2011. It
had declined slightly in 2011 from $499 million in 2010. On a diluted per share basis, 2012 net income
rose 19% to $5.41 after a 12% increase in 2011 to $4.53 from net income of $4.05 in 2010. The per-share
results have exceeded the growth in dollar amounts due to our share repurchase program. Results in
2010 include a $35 million after-tax loss on the disposal of United Investors, representing $.28 per diluted
share. Also, each year’s per share net income was affected by realized investment gains, which were
$0.25, $0.15, and $0.20 in 2012, 2011, and 2010, respectively. More information concerning realized
investment gains and losses can be found under the caption Realized Gains and Losses in this report
where there is a more complete discussion. Also, as explained in Note 14—Business Segments in the
Notes to the Consolidated Financial Statements, we do not consider realized gains and losses to be a
component of our core insurance operations or operating segments. Additionally, we do not consider non-
operating items which are not related to the current ongoing reporting performance of our segments to be
part of our segment operating income.
As shown in the above chart, after-tax segment results of operations, before discontinued operations,
rose each year over the prior year from $480 million in 2010 to $494 million in 2011 to $507 million in
2012. The primary contributor to the growth in both 2011 and 2012 was the underwriting margin in our life
insurance segment, in which margins rose $31 million in 2011 and $49 million in 2012. The life insurance
segment is our strongest segment and is the largest contributor to earnings in each year presented. Also
contributing to growth in 2012 income was our health insurance segment, which provided $8 million of
additional margin after a decline of $10 million in 2011. The 2012 improvement was largely due to the
increased volume in our Medicare Part D program while the 2011 decline was a result of
the
discontinuance of sales of certain limited-benefit health products in late 2010 due to healthcare reform.
Both 2012 and 2011 have been impacted negatively by declines in excess investment income, the
measure of profitability of our investment segment. These declines in excess investment income have
resulted from the continuing low interest rate environment which has pressured investment yields and
spreads on policy benefit requirements, discussed more fully under the caption Investments in this report.
19
In 2012, this pressure on excess investment income was increased as an unusual number of calls,
resulting from a new regulation affecting bank hybrid securities, caused us to replace these higher
yielding securities with securities at lower yields due to the current low-interest-rate environment. Also in
2012, there was a $7 million increase in stock compensation expense which negatively affected the
results during the year. The increase in stock compensation expense resulted primarily from the increase
in the value of Torchmark’s stock and not from an increase in the number of grants.
Total revenues rose 6% in 2012 to $3.59 billion. They were flat in 2011 at $3.38 billion compared with
$3.37 billion in 2010. Life premium rose 5% or $82 million in 2012 to $1.81 billion. Life premium increased
$63 million in 2011 to $1.73 billion. Net investment income was essentially flat at $694 million in 2012,
after rising 2% or $17 million in 2011. Health premium increased 13% to $1.05 billion in 2012 and
contributed $117 million to 2012 revenue growth, but health premium negatively affected revenue growth
in 2011 as discussed below.
While life insurance premium has grown steadily in each of the three years ending December 31,
2012, margins as a percentage of premium have risen even more, rising in 2012 to 28% from 27% in
2011 and 26% in 2010. Segment profits for life insurance were not only positively affected by the
premium growth, but also by improvements in persistency in both periods. Life net sales increased 6% in
2012 to $343 million, but declined 1% in 2011 to $325 million. Life insurance segment results are
discussed further in this report under the caption Life Insurance.
We primarily market Medicare Supplement insurance, Medicare Part D prescription drug insurance,
limited-benefit cancer, and accident health products. Prior to September, 2010, we marketed an under-
age-65 limited-benefit hospital-surgical product. Health premium increased $117 million or 13% in 2012, as
a result of the addition of a large number of new low-income Medicare Part D auto-enrollees in the 2012
plan year. However, 2011 health premium declined 6% to $930 million as a result of the discontinuance of
certain limited-benefit health products because of healthcare reform mentioned above. Medicare
Supplement remains our largest contributor to total health premium, and we have experienced growth in
net sales in this product in each successive year. Medicare Supplement premium was $432 million in 2012
but has declined slightly in each successive year as lapses have exceeded new sales. Our Medicare Part
D premium rose 62% to $318 in 2012 as a result of the previously-noted addition of low-income auto-
enrollees in the 2012 plan. Due to increased competition for the 2013 plan year, we expect a slight
decrease in 2013 Part D premium. See the discussion under Health Insurance for a more detailed
discussion of health insurance results.
We offer fixed annuities, but we do not emphasize sales of annuity products, favoring life insurance
instead. With the sale of United Investors in 2010, we disposed of 37% of our annuity deposit balance.
See the caption Annuities for further discussion of the Annuity segment.
As previously mentioned, the investment segment’s pretax profitability, or excess investment income,
declined in both 2012 and 2011. Profitability in this segment is based on three major components: net
investment income, required interest on net policy liabilities (interest applicable to insurance products), and
financing costs. In recent years, growth in net investment income has been restricted in relation to the
growth in the size of our portfolio. One reason that investment income has grown at a lower rate than mean
invested assets has grown in recent years is that new investments have been made at yield rates lower
than the yield rates earned on securities that matured or were otherwise disposed of. Also, there is
sometimes a lag between the time when proceeds from maturities and dispositions are received and when
the proceeds are reinvested, during which the funds are held in cash. Growth in total investment income has
also been somewhat negatively affected by Torchmark’s share repurchase program (described later under
this caption), which has diverted cash that could have otherwise been used to acquire investments. In 2012,
net investment income rose 1% while the portfolio (at amortized cost) grew 4%, as new money yields
available have continued to decline.
The interest required on net policy liabilities is deducted from net investment income, and generally
grows in conjunction with the net policy liabilities that are supported by the invested assets. The lower new-
money yields resulting from the low-interest-rate environment noted above have compressed excess
investment income as required interest has continued to grow. We have implemented certain strategies to
offset this effect, including lowering the discount rate on new business and increasing premium rates on
20
sales of new products as discussed under the caption Investments. Financing costs, which consist of the
interest required for debt service on our long and short-term debt, are also deducted from net investment
income. Financing costs in 2012 increased 3% to $80 million, primarily as a result of two new debt offerings
issued in the latter half of 2012 as described below. Financing costs also increased from $75 million in 2010
to $78 million in 2011, primarily a result of increased charges related to our letters of credit facility.
Torchmark’s current investment policy limits new investment acquisitions to investment-grade fixed
maturities generally with longer maturities (often exceeding twenty years) that meet our quality and yield
objectives. Approximately 96% of our invested assets at fair value consist of fixed maturities of which
96% were investment grade at December 31, 2012. The average quality rating of the portfolio was A-.
The portfolio contains no securities backed by sub prime or Alt-A mortgages, no direct investment in
residential mortgages, no counterparty risks, no credit default swaps, or derivative contracts. See the
analysis of excess investment income and investment activities under the caption Investments in this
report and Note 4—Investments in the Notes to Consolidated Statements of Operations for a more
detailed discussion of this segment.
As noted earlier, we issued two new debt offerings during 2012: our $300 million principal amount
3.8% Senior Notes due 2022 and our $125 million principal amount 5.875% Junior Subordinated
Debentures due 2052, both issued in September. Proceeds from the Senior Notes were $297 million, but
$150 million were purchased by our insurance subsidiaries and were eliminated in consolidation.
Proceeds from this offering provided funding for the retirement of our 7 3⁄ 8% Senior Notes due in August,
2013 and for the acquisition of Family Heritage in November, 2012. The $121 million net proceeds from
the Subordinated Debentures were used to fund the call of our $120 million principal amount 7.1% Trust
Originated Preferred Securities in October, 2012. More information on these transactions can be found in
Note 6—Acquisition and Note 11—Debt in the Notes to Consolidated Financial Statements and in our
discussion of Capital Resources in this report.
In 2011,
income from continuing operations was affected by certain significant, unusual, and
nonrecurring nonoperating items. We do not view these items as components of core operating results
because they are not indicative of past performance or future prospects of the insurance operations. As
reported in Note 1—Significant Accounting Policies in the Notes to Consolidated Financial Statements
under the caption Settlements, we were involved in certain issues in which we incurred settlement losses
and expenses. We settled a state administrative matter in the pretax amount of $6.9 million ($4.5 million
after tax) and accrued an estimated liability for a litigation amount which settled in early 2012 in the pretax
amount of $12.0 million ($7.8 million after tax). Both of these issues involved matters arising many years
ago. Additionally, in connection with the 2012 purchase of Family Heritage as described in Note 6—
Acquisition, we incurred $2.9 million of acquisition-related expenses ($1.9 million after tax). The state
administrative settlement, the litigation accrual, and the acquisition expenses are included in “Other
operating expense” in the Consolidated Statements of Operations. However, as described in Note 1, we
remove items such as these that relate to prior periods or are non-operating items when evaluating the
results of current operations, and therefore exclude such matters from our segment analysis for current
periods.
Torchmark has in place an ongoing share repurchase program which began in 1986. With no
specified authorization amount, we determine the amount of repurchases based on the amount of the
Company’s excess cash flow, general market conditions, and other alternative uses. The majority of these
purchases are made from excess operating cash flow when market prices are favorable. Additionally,
when stock options are exercised, proceeds from these exercises and the tax benefit are used to
repurchase additional shares on the open market to minimize dilution as a result of the option exercises.
Due to poor economic conditions, we temporarily suspended our share repurchase program in the first
quarter of 2009. However, in the first quarter of 2010, the Board of Directors reactivated the Company’s
share repurchase program in amounts and with timing that management, in consultation with the Board,
determines to be in the best
the Company and its shareholders. The following chart
summarizes share purchase activity for each of the three years ended December 31, 2012.
interest of
21
Analysis of Share Purchases
(Amounts in thousands)
Purchases
2012
2011
Shares Amount Shares Amount Shares Amount
2010
Excess cash flow and borrowings . . . . . . . . . . . . . . .
Option proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,479
4,292
$360,490
209,675
18,901
4,380
$787,697
184,859
5,707
1,074
$203,566
42,440
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,771
$570,165
23,281
$972,556
6,781
$246,006
Option proceeds increased significantly in 2011 and 2012 due to optionholders exercising several
years of option grants that expired in 2012.
Throughout the remainder of this discussion, share purchases refer only to those made from excess
cash flow and borrowings.
A discussion of each of Torchmark’s segments follows. The following discussions are presented in
the manner we view our operations, as described in Note 14—Business Segments.
Life Insurance. Life insurance is our
insurance segment, with 2012 life premium
largest
representing 63% of total premium. Life underwriting income before other income and administrative
expense represented 72% of the total in 2012. Additionally, investments supporting the reserves for life
products produce the majority of excess investment income attributable to the investment segment.
Life insurance premium rose 5% to $1.81 billion in 2012 after having increased 4% in 2011 to $1.73
billion. Life insurance products are marketed through several distribution channels. Premium income by
channel for each of the last three years is as follows:
LIFE INSURANCE
Premium by Distribution Method
(Dollar amounts in thousands)
American Income Exclusive Agency . . . . . . .
Direct Response . . . . . . . . . . . . . . . . . . . . . . .
Liberty National Exclusive Agency . . . . . . . . .
Other Agencies . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
Amount
$ 663,696
630,111
281,723
232,994
% of
Total
Amount
% of
Total
Amount
37% $ 607,914
593,650
35
288,308
15
236,372
13
35% $ 560,649
566,604
34
294,587
17
241,859
14
% of
Total
34%
34
18
14
$1,808,524
100% $1,726,244
100% $1,663,699
100%
We use three statistical measures as indicators of premium growth and sales over the near term:
“annualized premium in force,” “net sales,” and “first-year collected premium.” Annualized premium in
force is defined as the premium income that would be received over the following twelve months at any
given date on all active policies if those policies remain in force throughout the twelve-month period.
Annualized premium in force is an indicator of potential growth in premium revenue. Net sales is
annualized premium issued, net of cancellations in the first thirty days after issue, except in the case of
Direct Response where net sales is annualized premium issued at the time the first full premium is paid
after any introductory offer period has expired. We believe that net sales is a superior indicator of the rate
of premium growth relative to annualized premium issued. First-year collected premium is defined as the
premium collected during the reporting period for all policies in their first policy year. First-year collected
premium takes lapses into account in the first year when lapses are more likely to occur, and thus is a
useful indicator of how much new premium is expected to be added to premium income in the future.
22
Annualized life premium in force was $1.90 billion at December 31, 2012, an increase of 4% over
$1.81 billion a year earlier. Annualized life premium in force was $1.75 billion at December 31, 2010.
The following table shows net sales information for each of the last three years by distribution method.
LIFE INSURANCE
Net Sales by Distribution Method
(Dollar amounts in thousands)
American Income Exclusive Agency . . . . . . . . . . . . .
Direct Response . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty National Exclusive Agency . . . . . . . . . . . . . . .
Other Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
Amount
$158,609
140,928
32,296
11,331
% of
Total
Amount
% of
Total
Amount
% of
Total
46% $141,793
136,663
41
36,338
10
10,404
3
44% $137,554
136,653
42
44,763
11
10,561
3
42%
41
14
3
$343,164
100% $325,198
100% $329,531
100%
The table below discloses first-year collected life premium by distribution channel.
LIFE INSURANCE
First-Year Collected Premium by Distribution Method
(Dollar amounts in thousands)
American Income Exclusive Agency . . . . . . . . . . . . .
Direct Response . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty National Exclusive Agency . . . . . . . . . . . . . . .
Other Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
Amount
$126,223
93,374
26,533
9,660
% of
Total
Amount
% of
Total
Amount
% of
Total
49% $113,151
88,962
37
31,296
10
9,413
4
46% $110,751
89,542
37
34,845
13
10,364
4
45%
37
14
4
$255,790
100% $242,822
100% $245,502
100%
The American Income Exclusive Agency has historically focused primarily on marketing to
members of labor unions. While the labor union market is still the backbone of American Income’s
business, the agency has diversified in recent years by focusing heavily on other affinity groups and
referrals to help to ensure sustainable growth. It is Torchmark’s highest margin business. The American
Income Agency was also the largest contributor to life premium and net sales of any Torchmark
distribution method in 2012. Life premium for this agency rose 9% to $664 million, after having risen 8%
in 2011. Net sales increased 12% in 2012 after having risen 3% in 2011. Net sales rose 8% in 2010. The
average face amount of policies issued in 2012 was approximately $33 thousand. As is the case with all
of Torchmark’s agency distribution systems, continued increases in product sales are largely dependent
on increases in agent count. The American Income agent count was 5,176 at December 31, 2012
compared with 4,381 a year earlier, an increase of 18%. The agent count increased 12% in 2011.
Management’s primary objective is to grow middle management in the agency to help ensure sustainable
growth. This is being achieved through an increased emphasis on agent training programs and financial
incentives that appropriately reward agents at all levels for helping develop and train personnel. In 2011,
we began providing more home-office and webinar training programs. These programs are designed to
provide each agent,
from new recruits to top level managers, coaching and instruction specifically
designed for his or her level of experience and responsibilities.
The Direct Response Unit reaches the market through a variety of direct-to-consumer marketing
approaches which include direct mailings, insert media, internet, and inbound telephone calls. These
different approaches support and complement one another in our efforts to reach the consumer. Direct
23
response focuses primarily on young middle-income households with children. The juvenile life insurance
policy is a key product for this unit. Not only is the juvenile market an important source of sales, it is also a
vehicle to reach the parents and grandparents of the juvenile policyholders. Also, both the juvenile
policyholders and their parents are low acquisition cost targets for sales of additional coverage over time.
At this time, we believe that the Direct Response unit is the largest U.S. writer of juvenile direct mail life
insurance. We expect that sales to this demographic group will continue as one of Direct Response’s
premier markets. Historically, the Direct Response unit’s growth has been fueled by constant innovation.
In recent years, the internet and inbound call center production has grown rapidly as management has
aggressively increased internet marketing activities and focused on driving traffic to the inbound call
center.
The Direct Response operation accounted for 35% of our life insurance premium during 2012,
increasing 6% over 2011 premium. Life premium for this unit rose 5% in 2011 and 6% in 2010. Net sales
rose 3% to $141 million in 2012 after being flat in 2011. First-year collected premium rose 5% to $93
million after a decline of 1% to $89 million in 2011. The average face amount of policies issued in 2012
was approximately $20 thousand.
The Liberty National Exclusive Agency markets primarily life insurance and supplemental health
insurance, focusing on middle-income customers. Life premium income for this agency was $282 million
in 2012, a 2% decrease compared with $ 288 million in 2011. Life premium also declined 2% in 2011 from
2010. First year collected premium declined 15% in 2012, after having declined 10% in 2011. The
average face amount of life policies issued in 2012 was approximately $23 thousand.
The Liberty National Agency’s net sales declined 11% to $32 million in 2012, after having declined
19% a year earlier. As is the case with all of our agencies, sales are driven by the size of the agent force.
The Liberty agency had 1,419 producing agents at December 31, 2012, compared with 1,345 a year
earlier, an increase of 6%. The producing agent count declined 33% during 2011.
The recent declines in premium and sales were due primarily to changes in the cost structure of the
agency that have affected agent counts in recent years. Several years ago, management began a
process to convert the agency from a fixed expense, salary-based agency model to a commission-driven
variable-cost model. Even though we knew the conversion would result in agent defections, the change
had to be made to maintain acceptable underwriting margins on new business and ensure the long-term
survival and growth of this distribution channel. This was a significant cultural change and it has been
implemented gradually to minimize agency disruption as much as possible. Declines in agent count finally
ceased in February, 2012 and there was a slow steady increase in agent count for the remainder of the
year. Liberty has historically focused its marketing efforts in smaller rural areas in the southeastern United
States. Going forward, management expects to grow this agency through nationwide geographic
expansion into more urban areas and cross-selling individual life insurance to customers who purchased
group health insurance through Liberty’s worksite marketing program.
We also offer life insurance through Other Agencies consisting of the Military Agency, the United
American Independent Agency, and other small sales agencies. The Military Agency consists of a
nationwide independent agency whose sales force is comprised primarily of former military officers who
sell primarily to commissioned and noncommissioned military officers and their families. This business
consists of whole-life products with term insurance riders. Military premium represented 10% of life
premium at December 31, 2012. The United American Independent Agency represented approximately
1% of Torchmark’s total life premium at that date, as their sales of Torchmark products consist primarily
of health insurance.
24
LIFE INSURANCE
Summary of Results
(Dollar amounts in thousands)
2012
% of
2011
% of
Amount
Premium Amount
Premium Amount
2010
% of
Premium
Premium and policy charges . . . . . . . . . $1,808,524
100% $1,726,244
100% $1,663,699
100%
Policy obligations . . . . . . . . . . . . . . . . . .
Required interest on reserves . . . . . . . .
1,172,020
(483,892)
Net policy obligations . . . . . . . . . . . . .
688,128
Commissions, premium taxes, and
non-deferred acquisition
expenses . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition costs . . . . . .
137,115
473,805
Total expense . . . . . . . . . . . . . . . . . . .
1,299,048
Insurance underwriting margin before
other income and administrative
expenses . . . . . . . . . . . . . . . . . . . . . . . $ 509,476
65
(27)
38
8
26
72
1,118,909
(458,029)
660,880
152,347
452,054
1,265,281
65
(27)
38
9
26
73
1,082,423
(434,319)
648,104
141,792
443,541
1,233,437
65
(26)
39
8
27
74
28% $ 460,963
27% $ 430,262
26%
Gross margins, as indicated by insurance underwriting margin before other
income and
administrative expense, rose 11% in 2012 and 7% in 2011. The margin increased to $509 million in 2012
after rising to $461 million in 2011. Margin growth in all periods was primarily the result of premium
growth. As a percentage of life insurance premium, the margins have risen steadily each year, largely due
to improved persistency.
25
Health Insurance. Health insurance sold by Torchmark includes primarily Medicare Supplement
and Part D prescription drug coverage to enrollees in the federal Medicare program, cancer coverage,
and accident coverage. All health coverage plans other than Medicare Supplement and Part D are
classified here as limited-benefit plans.
Total health premium represented 37% of Torchmark’s total premium income in 2012. Excluding
Part D premium, health premium represented 26% of total premium income in 2012, compared with 28%
in 2011 and 29% in 2010. Health underwriting margin, excluding Part D, accounted for 23% of the total in
2012, compared with 25% in 2011 and 28% in 2010. These declines in the health percentages are
indicative of the growth in the premium and profitability of our life segment in relation to our health
segment. Health results have been negatively affected by the discontinuance of sales in 2010 of a block
of hospital-surgical
limited-benefit products which became less marketable due to healthcare reform
developments. These products were also our highest-premium, lowest-margin products. Health results
have also been negatively affected by the earlier restructuring of
the Liberty National Agency as
discussed under the caption Life Insurance. The following table indicates health insurance premium
income by distribution channel for each of the last three years.
HEALTH INSURANCE
Premium by Distribution Method
(Dollar amounts in thousands)
2012
2011
2010
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
United American Independent Agency
Medicare Supplement . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . .
$ 272,382
26,377
$ 270,029
36,461
$ 267,280
47,244
298,759
41%
306,490
42%
314,524
40%
Liberty National Exclusive Agency
Medicare Supplement . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . .
American Income Exclusive Agency
Medicare Supplement . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . .
Family Heritage Agency
Medicare Supplement . . . . . . . . . . . . . . . .
Limited Benefit . . . . . . . . . . . . . . . . . . . . . .
Direct Response
Medicare Supplement . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . .
100,928
162,607
263,535
683
78,957
79,640
0
30,119
30,119
57,625
341
57,966
Total Premium (Before Part D)
Medicare Supplement . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . .
431,618
298,401
114,974
175,133
290,107
817
79,302
80,119
0
0
0
56,695
372
57,067
442,515
291,268
39
11
0
8
60
40
36
11
4
8
59
41
130,019
201,037
331,056
918
78,141
79,059
0
0
0
53,930
398
54,328
452,147
326,820
43
10
0
7
58
42
Total Premium (Before Part D) . . . . .
730,019
100%
733,783
100%
778,967
100%
Medicare Part D*
317,764
Total Health Premium* . . . . . . . . . . . .
$1,047,783
196,710
$ 930,493
208,970
$ 987,937
*
Total Medicare Part D premium and health premium exclude $404 thousand in 2012, $1.0 million in 2011, and $516 thousand in
2010 of risk-sharing premium paid to the Centers for Medicare and Medicaid Services consistent with the Medicare Part D
contract. This risk-sharing amount is a portion of the excess or deficiency of actual over expected claims, and therefore we view
this payment as a component of policyholder benefits in our segment analysis.
26
We market supplemental health insurance products through a number of distribution channels with
the United American Independent Agency being our market leader. The following table presents net sales
by distribution method for the last three years.
HEALTH INSURANCE
Net Sales by Distribution Method
(Dollar amounts in thousands)
2012
2011
2010
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
United American Independent Agency
Medicare Supplement . . . . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . . . .
$ 41,218
989
$ 31,584
1,065
$ 27,444
4,596
42,207
54%
32,649
51%
32,040
50%
Liberty National Exclusive Agency
Medicare Supplement . . . . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . . . .
American Income Exclusive Agency
Medicare Supplement . . . . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . . . .
Family Heritage Agency
Medicare Supplement . . . . . . . . . . . . . . . . . . . .
Limited Benefit . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct Response
Medicare Supplement . . . . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . . . .
818
14,274
15,092
0
8,695
8,695
0
7,441
7,441
3,876
727
4,603
Total Net Sales (Before Part D)
Medicare Supplement . . . . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . . . .
45,912
32,126
1,814
15,033
16,847
0
9,572
9,572
0
0
0
4,123
868
4,991
37,521
26,538
26
15
0
8
59
41
3,804
10,385
14,189
0
13,081
13,081
0
0
0
4,548
549
5,097
35,796
28,611
22
20
0
8
56
44
19
11
10
6
59
41
Total Net Sales (Before Part D) . . . . . . . .
78,038
100%
64,059
100%
64,407
100%
Medicare Part D* . . . . . . . . . . . . . . . . . . . . . . . . . . .
114,489
Total Health Net Sales . . . . . . . . . . . . . . .
$192,527
115,122
$179,181
38,799
$103,206
*
Net sales for Medicare Part D represents only new first-time enrollees.
27
The following table discloses first-year collected health premium by distribution method.
HEALTH INSURANCE
First-Year Collected Premium by Distribution Method
(Dollar amounts in thousands)
2012
2011
2010
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
United American Independent Agency
Medicare Supplement
. . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . .
$ 33,176
838
$ 28,044
1,531
$ 29,999
5,638
34,014
50%
29,575
51%
35,637
47%
Liberty National Exclusive Agency
Medicare Supplement
. . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . .
American Income Exclusive Agency
Medicare Supplement
. . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . .
Family Heritage Agency
Medicare Supplement
Limited Benefit
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Direct Response
Medicare Supplement
. . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . .
Total First-Year Collected Premium (Before
Part D)
1,127
13,105
14,232
0
10,364
10,364
0
5,710
5,710
3,714
623
4,337
21
15
8
6
2,144
10,432
12,576
0
11,652
11,652
0
0
0
4,209
572
4,781
21
20
0
8
Medicare Supplement
. . . . . . . . . . . . . . . . . .
Limited-benefit plans . . . . . . . . . . . . . . . . . . .
38,017
30,640
55
45
34,397
24,187
59
41
Total (Before Part D) . . . . . . . . . . . . . . . .
68,657
100%
58,584
100%
Medicare Part D* . . . . . . . . . . . . . . . . . . . . . . . . . .
153,509
Total First-Year Collected Premium . . . .
$222,166
26,823
$ 85,407
3,324
12,435
15,759
0
13,965
13,965
0
0
0
9,162
488
9,650
42,485
32,526
75,011
48,945
$123,956
21
19
0
13
57
43
100%
*
First-year collected premium for Medicare Part D represents only premium collected from new first-time enrollees in their first
policy year.
The Medicare Part D Health product will be presented and discussed separately in this report.
Health insurance, excluding Medicare Part D. Health premium other than Part D has declined in
each successive year presented, falling 1% in 2012 to $730 million and declining 6% in 2011. The
declines in premium resulted primarily from the previously-mentioned run-off of a block of discontinued
hospital-surgical plans. Net sales increased 22% in 2012 to $78 million, due in part to the acquisition of
Family Heritage, which contributed 12% of the increase. Net sales declined 1% in 2011 and declined 33%
in 2010. First-year collected premium increased 17% in 2012 after a 22% decline in 2011. Family
Heritage accounted for 10% of the 2012 increase.
Medicare Supplement provides the greatest amount of health premium, partially because Medicare
Supplement products are generally more persistent than the limited-benefit products, but also because of
improved sales in recent periods. Medicare Supplement premium represented 59% of non-Part D health
premium in 2012, compared with 60% in 2011 and 58% in 2010.
28
The UA Independent Agency is Torchmark’s largest in terms of health premium income and sales,
producing 41% of health premium and 54% of health sales. This Agency is composed of independent
agencies appointed with Torchmark whose size range from very large, multi-state organizations down to
one-person offices. All of these agents generally sell for a number of insurance companies. Torchmark
had 2,003 active producing agents at December 31, 2012 compared with 1,447 a year earlier. This
Agency is our largest producer of Medicare Supplement insurance, with $272 million or 63% of our
Medicare Supplement premium income in 2012. Net sales for this Agency increased 29% to $42 million in
2012, after having increased 2% in 2011 from $32 million in 2010. Total health premium income for the
UA Independent Agency was $299 million in 2012, a 3% decline from 2011 premium of $306 million.
Premium income also declined 3% in 2011. These declines in premium have resulted due to lapses of
limited-benefit products being greater than new sales.
The Family Heritage Agency was acquired by Torchmark’s acquisition of Family Heritage on
November 1, 2012 as discussed in Note 6—Acquisition in the Notes to Consolidated Financial
Statements. This agency markets primarily limited-benefit supplemental health insurance in non-urban
areas. Most of their policies include a cash-back feature, such as a return-of-premium feature whereby
any excess of premiums over claims paid is returned to the policyholder at the end of a specified period
stated within the insurance policy. Management expects to grow this agency through geographic
expansion and incorporation of Torchmark’s recruiting programs. This agency contributed $30 million in
health premium income during the two-month period of 2012. Annualized health premium in force at
December 31, 2012 was $188 million.
The Liberty National Exclusive Agency represented 36% of all Torchmark non-Part D health
premium income at $264 million in 2012. The Liberty Agency markets limited-benefit health supplemental
products consisting primarily of cancer insurance. Much of the Liberty’s health business is now generated
through worksite marketing targeting small businesses of 10 to 25 employees. In 2012, health premium
income in the Agency declined 9% from prior year premium of $290 million. As noted earlier, the premium
decline was due primarily to the runoff of the block of discontinued hospital-surgical business, and the
previously-discussed restructuring of this Agency to a commission-driven model.
The American Income Exclusive Agency, predominantly a life insurance distribution channel, was
our third largest health insurance distributor based on premium income in 2012. Its health plans are
comprised of various limited-benefit plans. Approximately 69% of the agency’s 2012 health premium was
from accident policies. Sales of the plans by this Agency are generally made in conjunction with a life
policy being sold to the same customer.
Health premium at this agency was flat in 2012 at $80 million, after rising 1% in 2011. However, net
health sales declined 9% to $9 million in 2012, after a 27% decline in 2011. Because this agency focuses
on life products, net health sales comprised only 5% of the American Income Agency’s total net sales in
2012.
Direct Response, primarily a life operation, also offers health insurance, which is predominantly
Medicare Supplements sold directly to employer or union sponsored groups.
three years
considered, net health sales were approximately $5 million. In 2012, net health sales for this group
represented approximately 3% of Direct Response’s total
life and health net sales. Direct Response
health premium income has risen each year over the prior year. Health premium rose 2% in 2012 to
$58 million and 5% in 2011.
In all
29
Medicare Part D.
Torchmark, through its subsidiary United American, offers coverage under the
government’s Medicare Part D plan. The Medicare Part D plan is a stand-alone prescription drug plan for
Medicare beneficiaries. Part D is regulated and partially funded by the Centers for Medicare and Medicaid
Services (CMS) for participating private insurers like United American. Under Part D, private carriers are
the primary insurers, while CMS provides significant premium subsidies and reinsurance. Our Medicare
Part D product is sold through the Direct Response operation and to groups through the UA Independent
Agency. Part D net sales were $114 million in 2012, compared with $115 million in 2011 and $39 million
in 2010. We count only sales to new first-time enrollees in net sales, and the majority of premium income
was from previous enrollees. Total Medicare Part D premium was $318 million in 2012, compared with
$197 million in 2011, an increase of 62%. Part D premium declined 6% in 2011.
Changes in Part D premium generally result from changes in the number of enrollees. At the
beginning of the 2013 Part D plan year, United American had approximately 254 thousand enrollees,
compared with 215 thousand at the beginning of the 2012 plan year, 144 thousand at the beginning of the
2011 plan year, and 157 thousand at the beginning of the 2010 plan year. United American had large
growth in Part D enrollees in 2012 as a result of a new lower cost Part D plan which allowed us to pick up
a large number of low-income auto-enrollees and to grow our own individual sales. Due to intensified
price competition for the 2013 plan year, we will not qualify for as many new auto-enrollees in 2013 as we
did in 2012. However, we expect that only a small number of the auto-enrollees assigned to us in 2012
will be reassigned to another Part D carrier. While the number of Part D enrollees at the beginning of plan
year 2013 was higher than at the beginning of plan year 2012, it was lower than the number of enrollees
at the end of 2012. The enrollee count grew throughout 2012 due to significant additions of low-income
enrollees each month, but we lost several employer group Part D cases at the end of 2012. As such, we
expect a lower average number of enrollees for 2013 than we had in 2012 and we anticipate a slight
decline in Part D premium in 2013.
We participate in the Medicare Part D program because of our experience with the senior-age market
and with Medicare Supplements, the government assurances with regard to the risk-sharing agreements
for participating insurers,
income added to our health insurance
margins, and the renewal of
the business every year. Due to our experience with service to the
senior-age market and the use of our existing Direct Response marketing system, entry to this business
required little new investment. However, as with any government-sponsored program, the possibility of
regulatory changes could change the outlook for this market.
limited-risk due to the incremental
30
As presented in the following table, Torchmark’s health insurance underwriting margin before other
income and administrative expense increased 4% to $197 million in 2012, but declined 5% in 2011 to
$189 million. As a percentage of premium income, margins were 20% in both 2011 and 2010 as
compared with 19% in 2012. The 2012 percentage reflects the greater proportion of Medicare Part D
business which has a much higher benefit ratio.
HEALTH INSURANCE
Summary of Results
(Dollar amounts in thousands)
Health*
% of
Premium
Medicare
Part D
% of
Premium
Total
Health
% of
Premium
2012
Premium** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $730,019
100%
$317,764
100%
$1,047,783
100%
Policy obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required interest on reserves . . . . . . . . . . . . . . . . . . . . . . .
472,988
(40,963)
Net policy obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
432,025
Commissions, premium taxes, and non-deferred
acquisition expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition costs . . . . . . . . . . . . . . . . . . . . .
52,625
81,385
Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
566,035
65
(6)
59
8
11
78
266,957
0
266,957
14,498
2,952
284,407
84
0
84
5
1
90
739,945
(40,963)
698,982
67,123
84,337
850,442
71
(4)
67
6
8
81
Insurance underwriting income before other income and
administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . $163,984
22%
$ 33,357
10%
$ 197,341
19%
Health*
% of
Premium
Medicare
Part D
% of
Premium
Total
Health
% of
Premium
2011
Premium** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $733,783
100%
$196,710
100%
$ 930,493
100%
Policy obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required interest on reserves . . . . . . . . . . . . . . . . . . . . . . .
470,901
(36,729)
Net policy obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
434,172
Commissions, premium taxes, and non-deferred
acquisition expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition costs . . . . . . . . . . . . . . . . . . . . .
56,359
78,415
Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
568,946
64
(5)
59
8
11
78
161,946
0
161,946
7,798
2,813
172,557
82
0
82
4
2
88
632,847
(36,729)
596,118
64,157
81,228
741,503
68
(4)
64
7
9
80
Insurance underwriting income before other income and
administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . $164,837
22%
$ 24,153
12%
$ 188,990
20%
Health*
% of
Premium
Medicare
Part D
% of
Premium
Total
Health
% of
Premium
2010
Premium** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $778,967
100%
$208,970
100%
$ 987,937
100%
Policy obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required interest on reserves . . . . . . . . . . . . . . . . . . . . . . .
497,576
(35,368)
Net policy obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
462,208
Commissions, premium taxes, and non-deferred
acquisition expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition costs . . . . . . . . . . . . . . . . . . . . .
60,224
82,609
Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
605,041
64
(5)
59
8
11
78
172,131
0
172,131
8,341
3,458
183,930
82
0
82
4
2
88
669,707
(35,368)
634,339
68,565
86,067
788,971
68
(4)
64
7
9
80
Insurance underwriting income before other income and
administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . $173,926
22%
$ 25,040
12%
$ 198,966
20%
*
**
Health other than Medicare Part D.
Total Medicare Part D premium and health premium excludes $404 thousand in 2012, $1.0 million in 2011, and $516 thousand
in 2010 of risk-sharing premium paid to the CMS consistent with the Medicare Part D contract. This risk-sharing amount is a
portion of the excess or deficiency of actual over expected claims, and therefore we view this payment as a component of
policyholder benefits in our segment analysis.
31
Annuities. As described in Note 3—Discontinued Operations, we sold our subsidiary United
Investors on December 31, 2010. United Investors was our variable annuity carrier and a primary carrier
of fixed annuities. Because we disposed of approximately 37% of our annuity deposit balance in the sale,
including all of our variable annuities, we do not expect that annuities will be a significant portion of our
business or marketing strategy going forward.
Our fixed annuity balances at the end of 2012, 2011, and 2010 were $1.35 billion, $1.29 billion, and
$1.24 billion, respectively. Underwriting income was $3.5 million, $2.3 million, $1.3 million in each of the
years 2012, 2011, and 2010, respectively.
While the fixed annuity account balance has increased modestly each year over the prior year and
underwriting income has increased each year as well, policy charges have actually declined slightly in
each successive year. The majority of policy charges consist of surrender charges which are not based
on account size. These charges have remained somewhat level in recent periods. A considerable portion
of fixed annuity profitability is derived from the spread of investment income exceeding contractual
interest requirements, which can result in negative net policy obligations. In each of the years presented,
the spreads for fixed annuities increased over the prior year as a result of credited rate reductions on the
inforce annuities accounting for
the growth in underwriting margin. The amortization of deferred
acquisition costs also rose as these costs are amortized in relation to gross profits.
Administrative expenses. Operating expenses are included in the Other and Corporate Segments
and are classified into two categories: insurance administrative expenses and expenses of the parent
company. The following table is an analysis of operating expenses for
the three years ended
December 31, 2012.
Operating Expenses Selected Information
(Dollar amounts in thousands)
2012
2011
2010
Amount
% of
Prem. Amount
% of
Prem.
Amount
% of
Prem.
Insurance administrative expenses:
Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,137
28,344
Other employee costs . . . . . . . . . . . . . . . . . . . .
51,228
Other administrative expense . . . . . . . . . . . . .
8,696
Legal expense—insurance . . . . . . . . . . . . . . . .
2.7% $ 76,206
30,294
1.0
43,085
1.8
9,524
.3
Total insurance administrative expenses . . . .
165,405
5.8% 159,109
2.9%
1.1
1.6
.4
6.0%
$ 73,034
34,109
41,736
6,736
155,615
2.8%
1.3
1.6
.2
5.9%
Parent company expense . . . . . . . . . . . . . . . . . . . .
Stock compensation expense . . . . . . . . . . . . . . . . .
State administrative settlement . . . . . . . . . . . . . . . .
Settlement of prior period litigation . . . . . . . . . . . . .
Loss on sale of property and equipment
. . . . . . . .
Acquisition expenses of Family Heritage . . . . . . . .
8,222
21,605
0
0
0
2,944
Total operating expenses, per Consolidated
7,693
14,954
6,901
12,000
979
0
8,809
11,848
0
0
0
0
Statements of Operations . . . . . . . . . . . . . . . $198,176
$201,636
$176,272
Insurance administrative expenses:
Increase (decrease) over prior year
. . . . . . . .
4.0%
2.2%
Total operating expenses:
Increase (decrease) over prior year
. . . . . . . .
(1.7)%
14.4%
3.5%
3.6%
32
Insurance administrative expenses rose 4% in 2012, after having increased 2% in 2011. As a
percentage of premium, they increased .1% in 2011, but declined .2% in 2012 to 5.8%. The 2012
increase in total insurance administrative expense of $6.3 million was primarily the result of the expiration
of a third party agreement under which we were reimbursed a net of $5.2 million in 2011 for providing
policy administration services, and $1.6 million from the addition of Family Heritage’s expenses in 2012.
The 11% decline in employee costs in 2011 was primarily due to unusually high employee health
insurance costs in 2010. Stock compensation expense has risen in each successive year as the value of
Torchmark stock has increased, resulting in higher values for grants of stock and options and not
because of an increase in the number of grants. As stated in Note 14—Business Segments in the Notes
to Consolidated Financial Statements, management views stock compensation expense as a corporate
expense, and therefore treats it as a Parent Company expense.
As a result of the acquisition of Family Heritage in late 2012 as described in Note 6—Acquisition in
the Notes to Consolidated Financial Statements, we incurred expenses related to the transaction of $2.9
million. Additionally, as mentioned in Note 1—Significant Accounting Policies, we incurred two settlement
expense issues in 2011 that related to events occurring many years ago: the settlement of a state
administrative issue of $7 million and a litigation issue in the estimated amount of $12 million. The latter
item was settled in that amount in 2012. In addition to these two 2011 items, we sold aviation equipment
in 2011 at a loss of $979 thousand. While all of these nonrecurring expenses were included in “Operating
expenses” for the respective year in the Consolidated Statements of Operations in accordance with
accounting guidance, they are considered as non-operating expenses by management.
Investments. We manage our capital resources including investments, debt, and cash flow through
income represents the profit margin attributable to
the investment segment. Excess investment
investment operations. It is the measure that we use to evaluate the performance of the investment
segment as described in Note 14—Business Segments in the Notes to the Consolidated Financial
Statements. It is defined as net investment income less both the required interest attributable to net policy
liabilities and the interest cost associated with capital funding or “financing costs.” We also view excess
investment income per diluted share as an important and useful measure to evaluate the performance of
the investment segment. It is defined as excess investment income divided by the total diluted weighted
average shares outstanding, representing the contribution by the investment segment to the consolidated
earnings per share of the Company. Since implementing our share repurchase program in 1986, we have
the
used over $5.4 billion of cash flow to repurchase Torchmark shares after determining that
repurchases provided a greater return than other investment alternatives. Share repurchases reduce
excess investment income because of the foregone earnings on the cash that would otherwise have been
invested in interest-bearing assets, but they also reduce the number of shares outstanding. In order to put
all capital resource uses on a comparable basis, we believe that excess investment income per diluted
share is an appropriate measure of the investment segment.
33
Excess Investment Income. The following table summarizes Torchmark’s investment income and
excess investment income.
Analysis of Excess Investment Income
(Dollar amounts in thousands except for per share data)
2012
2011
2010
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Reclassification of low income housing expense(1) . . . . . . . . . . . . . . . . . . .
Reclassification of interest amount due to deconsolidation(2)
. . . . . . . . . .
693,644 $
693,028 $
22,488
(214)
14,277
(264)
Adjusted net investment income (per segment analysis) . . . . . . . . . .
715,918
707,041
676,364
9,153
(264)
685,253
Interest on net insurance policy liabilities:
Interest on reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest on deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . .
(584,148)
185,172
(551,798)
181,387
(521,683)
176,940
Net required interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(398,976)
(370,411)
(344,743)
Financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(80,298)
(77,644)
(75,265)
Excess investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
236,644 $
258,986 $
265,245
Excess investment income per diluted share . . . . . . . . . . . . . . . . . . . . . . . $
2.42 $
2.36 $
2.15
Mean invested assets (at amortized cost) . . . . . . . . . . . . . . . . . . . . . . . . . . $11,750,059 $11,254,566 $10,836,788
Average net insurance policy liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,249,602
1,112,147
Average debt and preferred securities (at amortized cost) . . . . . . . . . . . .
6,651,648
1,119,964
7,093,560
1,248,427
(1) Reclassified amortization of non-guaranteed low-income housing interests included in “Net
income” in the
Consolidated Statements of Operations but recorded in “Income taxes” in the segment analysis. See Note 1—Significant
Accounting Policies in the Notes to Consolidated Financial Statements under the caption Low-Income Housing Tax Credit
Interests for an explanation.
investment
(2) Deconsolidation of trusts liable for Trust Preferred Securities required by accounting guidance. See Note 11—Debt in the Notes
to Consolidated Financial Statements.
(3) Net of deferred acquisition costs, excluding the associated unrealized gains and losses thereon.
Excess investment income declined $22 million or 9% in 2012 from the prior year. Excess investment
income declined $6 million or 2% in 2011. Excess investment income has been pressured over the past
three years as a result of the impact of lower interest rates on net investment income coupled with the
increase in required interest on net policy liabilities discussed later under this caption. On a per diluted
share basis, excess investment income rose 3% to $2.42 per share in 2012, after having risen 10% in the
prior year. The favorable increases in the per share amounts relative to the changes in dollar amounts for
excess investment income are a result of share repurchases.
The largest component of excess investment income is net investment income, as adjusted for the
segment analysis, which rose 1% to $716 million in 2012. It increased 3% to $707 million in 2011 from
$685 million in 2010. Presented in the following chart is the growth in net investment income compared
with the growth in mean invested assets.
Growth in net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
Growth in mean invested assets (at amortized cost)
1.3% 3.2% 8.4%
3.9
4.4
8.2
2012 2011 2010
Growth in net investment income has generally been slower than growth in mean invested assets in
recent years due to the declining interest rate environment. In a declining interest rate environment, the
overall portfolio yield will decrease as new money is invested at lower yields, especially when the new
investments are replacing higher-yielding investments that mature or are otherwise disposed of.
Approximately 50% of the invested assets added in 2010 through 2012 replaced higher-yielding assets
that matured or were disposed of during that period. This level of replacement activity was higher than
normal.
34
We had more sales of investments than usual in each of the years 2010 through 2012. These sales
were generally made due to credit concerns or for tax purposes. Additionally in 2012, we had an unusually
large number of securities called. Fixed maturity securities are more likely to be called in a declining interest-
rate environment. In addition to bonds with scheduled call dates, our portfolio includes bank-issued hybrid
securities with provisions allowing the security to be called in the event of a change in capital treatment.
Many banks chose to call their hybrid securities in 2012 because the Dodd-Frank Act phases out the partial
equity credit historically allowed for these securities.
At December 31, 2012, we still held $262 million of bank hybrids callable without a make-whole
provision. The average yield on these securities was 7.26%. Approximately 51% of these securities was
below investment grade. To the extent these are called, there would be a reduction in net investment
income. However,
investment portfolio and
statutory required capital would also decrease.
the ratio of below-investment-grade securities to our total
In 2010, growth in net investment income slightly exceeded the growth in the portfolio. Because of the
uncertainty about liquidity in the financial markets in 2009, we held significantly more cash and short-term
investments than in other years. Holding this larger balance of low-yielding securities in 2009 resulted in the
unusually high growth rate in 2010 as these lower-yielding cash balances were invested in 2010.
Excess investment
income is reduced by the required interest on net
insurance policy liabilities,
because we consider these amounts to be components of the profitability of our insurance segments.
Required interest is the actuarial interest assumption used in discounting the benefit reserve liability and the
amortization of deferred acquisition costs for our insurance policies in force. Essentially all of our life and
investment products, and are
health insurance policies are fixed interest-rate protection policies, not
accounted for under current accounting guidance for long-duration insurance products (formerly SFAS 60,
now incorporated into ASC 944-20-05), which mandates that interest rate assumptions be “locked in” for the
life of that block of business. Each calendar year, we set the assumed discount rate to be used to calculate
the benefit reserve liability and the deferred acquisition cost asset for all insurance policies issued that year.
That rate is based on the new money yields that we expect to earn on cash flow received in the future from
policies of that issue year, and cannot be changed except in the event of a premium deficiency. The
discount rate used for policies issued in the current year has no impact on the in force policies issued in prior
years as the rates of all prior issue years are also locked in. As such, the overall discount rate for the entire
in force block is a weighted average of the discount rates being used from all issue years. Changes in the
overall weighted-average discount rate over time are caused by changes in the mix of the reserves and the
deferred acquisition cost asset by issue year on the entire block of in force business. Business issued in the
current year has very little impact on the overall weighted-average discount rate due to the size of our in
force business. Information about interest on policy liabilities is shown in the following table.
35
Required Interest on Net Insurance Policy Liabilities
(Dollar amounts in millions)
Required
Interest
Average Net
Insurance
Policy Liabilities
Average
Discount
Rate
2012
Life and Health . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$335.0
64.0
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
Increase in 2012 . . . . . . . . . . . . . . . . . . . . . . . . .
399.0
7.71%
2011
Life and Health . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$309.5
60.9
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in 2011 . . . . . . . . . . . . . . . . . . . . . . . . .
370.4
7.45%
2010
Life and Health . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$288.9
55.8
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in 2010 . . . . . . . . . . . . . . . . . . . . . . . . .
344.7
8.79%
$5,820.1
1,273.5
7,093.6
6.64%
$5,442.4
1,209.2
6,651.6
6.43%
$5,111.1
1,138.5
6,249.6
8.41%
5.76%
5.03
5.62
5.69%
5.03
5.57
5.65%
4.91
5.52
The combined average interest discount rate has risen in each of the last three years due to the
changes in the mix of the in force business discussed above.
Excess investment income is also impacted by financing costs. Financing costs for the investment
segment primarily consist of interest on our various debt instruments and are deducted from excess
investment income. The table below reconciles interest expense per the Consolidated Statements of
Operations to financing costs.
The table below presents the components of financing costs.
Analysis of Financing Costs
(Amounts in thousands)
2012
2011
2010
Interest on funded debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $74,815 $72,697 $72,889
2,589
Interest on short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
5,656
41
5,207
4
Interest expense per Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . .
Reclassification of interest due to deconsolidation (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80,512
(214)
77,908
(264)
75,529
(264)
Financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $80,298 $77,644 $75,265
(1) See Principles of Consolidation in Note 1—Significant Accounting Policies in the Notes to Consolidated Financial Statements
for an explanation of deconsolidation.
Financing costs increased $3 million or 3% in 2012. They rose $2 million or 3% in 2011. The increase
in financing costs in 2012 reflects the increased interest expense from the issuance in September 2012 of
$300 million principal amount of our 3.8% Senior Notes due in 2022, $150 million of which is eliminated in
consolidation. Also in September, 2012, we issued our 5.875% Junior Subordinated Debentures due
2052 for $125 million principal amount but called our $120 million 7.1% Trust Preferred Securities one
month later. The 2011 and 2012 increases in interest on short-term debt were primarily a result of the
$2.1 million increase in financing charges on our letter of credit facility, arising from the December, 2010
restructuring of our credit facility. More information on our debt transactions are disclosed in the Financial
Condition section of this report and in Note 11—Debt in the Notes to Consolidated Financial Statements.
36
Excess investment income benefits from increases in long-term rates available on new investments
and decreases in short-term borrowing rates. Of these two factors, higher investment rates have the
greater impact because the amount of cash that we invest is significantly greater than the amount that we
borrow at short-term rates. Therefore, Torchmark would benefit if rates, especially long-term rates, were
to rise.
However, growth rates in our excess investment income decline when growth in income from the
portfolio is less than that of the interest required by policy liabilities and financing costs, such as we have
experienced in recent periods. In an extended low-interest-rate environment, the portfolio yield will tend to
decline as we invest new money at lower long-term rates. We believe, however, the decline would be
relatively slow, as, on average, only 2% to 3% of fixed maturities are expected to run off each year over
the next five years.
In response to the lower interest rates, we reduced the discount rate on life policies issued in 2012.
We also raised the premium rates for new business on major life products in 2012. The increased
premiums will provide additional margin on these policies to help offset the possible future reductions in
excess investment income and have not had a detrimental impact on sales.
Because actuarial discount rates are locked in for life on essentially all of our business, benefit
reserves and deferred acquisition costs are not affected by interest rate fluctuations unless a loss
recognition event occurs. Due to the strength of our underwriting margins and the current positive spread
between the yield on our investment portfolio and the weighted-average discount rate of our in force
block, we don’t expect an extended low-interest-rate environment to cause a loss recognition event.
investment policy calls for
Investment Acquisitions. Torchmark’s current
investing almost
exclusively in investment-grade fixed maturities generally with long maturities (maturity date more than
20 years after acquisition date) that meet our quality and yield objectives. We generally prefer to invest in
securities with longer maturities because they more closely match the long-term nature of our policy
liabilities. Further, we believe this strategy is appropriate because our strong positive cash flows are
generally stable and predictable.
If such longer-term securities do not meet our quality and yield
objectives, we consider investing in short-term securities, taking into consideration the slope of the yield
curve and other factors at the time. During calendar years 2010 through 2012, Torchmark invested almost
exclusively in fixed-maturity securities, primarily with longer-term maturities as presented in the chart
below.
The following table summarizes selected information for fixed-maturity purchases. The effective
annual yield shown in the table is the yield calculated to the potential termination date that produces the
lowest yield. This date is commonly known as the “worst call date.” Two different average life calculations
are shown, average life to the next call date and average life to the maturity date.
Fixed Maturity Acquisitions Selected Information
(Dollar amounts in millions)
Cost of acquisitions:
For the Year
2011
2012
2010
Investment-grade corporate securities . . . . . . . . . . . . . . . . . . . $1,465.9 $1,078.3 $1,478.5
201.2
Taxable municipal securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
33.7
Other investment-grade securities . . . . . . . . . . . . . . . . . . . . . .
1.5
16.9
10.7
15.2
Total fixed-maturity acquisitions . . . . . . . . . . . . . . . . . . . $1,484.3 $1,104.2 $1,713.4
Effective annual yield (one year compounded*) . . . . . . . . . . . . . .
Average life (in years, to next call) . . . . . . . . . . . . . . . . . . . . . . . .
Average life (in years to maturity) . . . . . . . . . . . . . . . . . . . . . . . . .
Average rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.30%
25.6
26.7
BBB+
5.65%
27.4
28.1
A-
5.89%
24.2
26.1
A-
* Tax-equivalent basis, where the yield on tax-exempt securities is adjusted to produce a yield equivalent to
the pretax yield on taxable securities.
37
We prefer to invest primarily in bonds that are not callable (on other than a make-whole basis) prior
to maturity, but we periodically invest some funds in callable bonds when the incremental yield available
on such bonds warrants doing so. For investments in callable bonds, the actual life of the investment will
depend on whether the issuer calls the investment prior to the maturity date. Given our investments in
callable bonds, the actual average life of our investments can not be known at the time of the investment.
However, the average life will not be less than the average life to next call and will not exceed the
average life to maturity. Data for both of these average life measures is provided in the above chart.
During the three years 2010 through 2012, we have invested primarily in investment-grade corporate
bonds. Purchases in 2012 and 2011 consisted almost entirely of these corporates. During 2010, we
acquired a significant amount of taxable municipal bonds, primarily Build America Bonds authorized by
the American Recovery and Retirement Act of 2009. The investments in these municipal bonds consisted
almost exclusively of general obligation bonds and revenue bonds for essential services. In assessing the
creditworthiness of these bonds, we took into account a number of factors, including the geographic
location of the municipalities.
New cash flow available for investment is primarily provided through our insurance operations, but
has also been affected by other factors.
the low-interest environment
experienced during the past three years were a factor. Issuers are more likely to call bonds when rates
are low because they often can refinance them at a lower cost. Calls increase funds available for
investment, but as noted earlier in this discussion, they can have a negative impact on investment income
if the proceeds from the calls are reinvested in bonds that have lower yields than that of the bonds that
were called. Issuer calls were $650 million in 2012, $187 million in 2011, and $109 million in 2010. The
higher level of acquisitions in 2012 was primarily due to the additional funds available from the higher
level of 2012 calls.
Issuer calls, as a result of
Portfolio Analysis. Because Torchmark has recently invested almost exclusively in fixed-maturity
securities, the relative percentage of our assets invested in various types of investments varies from
industry norms. The following table presents a comparison of Torchmark’s components of invested assets
at amortized cost as of December 31, 2012 with the latest industry data.
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock (redeemable and perpetual)(2) . . . . . . . . . . . .
Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other invested assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and short terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Torchmark
Amount
(in millions) % Industry %(1)
$11,228
749
1
1
3
424
15
156
$12,577
90%
6
0
0
0
3
0
1
77%
0
2
10
0
4
4
3
100%
100%
(1) Latest data available from the American Council of Life Insurance as of December 31, 2011.
(2)
Includes redeemable preferred of $735 million or 6% and perpetual preferred of $14 million or 0%.
At December 31, 2012, approximately 96% of our investments at book value (or amortized cost)
were in a diversified fixed-maturity portfolio. Policy loans, which are secured by policy cash values, made
up an additional 3%. The remaining balance was comprised of other investments including equity
securities, mortgage loans, and other long-term and short-term investments.
38
Because fixed maturities represent such a significant portion of our investment portfolio, the remainder of
the discussion of portfolio composition will focus on fixed maturities. An analysis of our fixed-maturity portfolio
by component at December 31, 2012 and December 31, 2011 is as follows:
Fixed Maturities by Component
At December 31, 2012
(Dollar amounts in millions)
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
% of Total
Fixed Maturities
Fair
Value
Amortized
Cost
Fair
Value
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,309
735
Redeemable preferred stock . . . . . . . . . . . . . . .
1,284
Municipals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
392
Government-sponsored enterprises . . . . . . . . .
130
Governments & agencies . . . . . . . . . . . . . . . . .
13
Residential mortgage-backed securities . . . . .
65
Collateralized debt obligations . . . . . . . . . . . . .
35
Other asset-backed securities . . . . . . . . . . . . .
Total fixed maturities . . . . . . . . . . . . . $11,963
$1,443
44
174
1
1
1
0
3
$1,667
$(55)
(11)
0
(5)
0
0
(18)
0
$(89)
$10,697
768
1,458
388
131
14
47
38
$13,541
78%
6
11
3
1
0
1
0
79%
6
11
3
1
0
0
0
100% 100%
Fixed Maturities by Component
At December 31, 2011
(Dollar amounts in millions)
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
% of Total
Fixed Maturities
Fair
Value
Amortized
Cost
Fair
Value
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,358
1,163
Redeemable preferred stock . . . . . . . . . . . . . . .
1,213
Municipals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Government-sponsored enterprises . . . . . . . . .
36
Governments & agencies . . . . . . . . . . . . . . . . .
14
Residential mortgage-backed securities . . . . .
0
Commercial mortgage-backed securities . . . . .
60
Collateralized debt obligations . . . . . . . . . . . . .
34
Other asset-backed securities . . . . . . . . . . . . .
Total fixed maturities . . . . . . . . . . . . . $10,924
$1,051
27
119
1
1
1
0
0
3
$1,203
$(138)
(68)
(2)
0
0
0
0
(30)
(1)
$(239)
$ 9,271
1,122
1,330
47
37
15
0
30
36
$11,888
77%
11
11
0
0
0
0
1
0
78%
10
11
1
0
0
0
0
0
100% 100%
At December 31, 2012, fixed maturities had a fair value of $13.5 billion, compared with $11.9 billion
at December 31, 2011. At December 31, 2012, fixed maturities were in a $1,578 million net unrealized
gain position compared with an unrealized gain position of $964 million at December 31, 2011.
Approximately 78% of our fixed maturity assets at December 31, 2012 at amortized cost were corporate
bonds and 6% were redeemable preferred stocks. This compares with 77% corporate bonds and 11%
redeemable preferred stocks at year end 2011. On a combined basis, residential mortgage-backed
securities, other asset-backed securities, and collateralized debt obligations (CDOs) were less than 1% of
the assets at amortized cost at December 31, 2012. The $65 million of CDOs at amortized cost made up
less than 0.6% of the assets and are backed primarily by trust preferred securities issued by banks and
insurance companies. The $13 million of residential mortgage-backed securities are rated AAA. For more
information about our fixed-maturity portfolio by component at December 31, 2012 and 2011, including an
analysis of unrealized investment losses and a schedule of maturities, see Note 4—Investments in the
Notes to Consolidated Financial Statements.
39
Due to the strong and stable cash flows generated by its insurance products, Torchmark has the
ability to hold securities with temporary unrealized losses until recovery. Even though these fixed maturity
investments are available for sale, Torchmark generally expects and intends to hold to maturity any
securities which are temporarily impaired.
Additional information concerning the fixed-maturity portfolio is as follows.
Fixed Maturity Portfolio Selected Information
Average annual effective yield (1) . . . . . . . . . . . . . . . . . . . .
Average life, in years, to:
Next call (2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective duration to:
Next call (2), (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturity (2), (3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At December 31,
2012
At December 31,
2011
6.04%
6.49%
18.3
22.3
10.8
12.3
17.3
22.2
9.9
11.6
(1) Tax-equivalent basis, where the yield on tax-exempt securities is adjusted to produce a yield
equivalent to the pretax yield on taxable securities.
(2) Torchmark calculates the average life and duration of the fixed-maturity portfolio two ways:
(a) based on the next call date which is the next call date for callable bonds and the maturity
date for noncallable bonds, and
(b) based on the maturity date of all bonds, whether callable or not.
(3) Effective duration is a measure of the price sensitivity of a fixed-income security to a particular
change in interest rates.
40
Credit Risk Sensitivity. Credit risk relates to the level of uncertainty that a security’s issuer will
maintain its ability to honor the terms of that security until maturity. Approximately 85% of our fixed-
maturity holdings at book value are in corporate securities (including redeemable preferred and asset-
backed securities). As we continue to invest in corporate bonds with relatively long maturities, credit risk
is a concern. We mitigate this ongoing risk, in part, by acquiring only investment-grade bonds and by
analyzing the financial fundamentals of each prospective issuer. We continue to monitor the status of
issuers on an ongoing basis. We also seek to reduce credit risk by spreading investments over a large
number of issuers and a wide range of industry sectors.
The following table presents the relative percentage of our fixed maturities by industry sector at
December 31, 2012.
Fixed Maturities by Sector
At December 31, 2012
(Dollar amounts in millions)
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Financial - Life/Health/PC
Insurance . . . . . . . . . . . . . . . . $ 1,831
841
565
Financial - Bank . . . . . . . . . . . . .
Financial - Other . . . . . . . . . . . .
$ 215
79
80
$(16)
(16)
(3)
$ 2,030
904
642
Total Financial . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . .
Government . . . . . . . . . . . . . . . .
Energy . . . . . . . . . . . . . . . . . . . .
Basic Materials . . . . . . . . . . . . .
Consumer Non-cyclical . . . . . . .
Other Industrials . . . . . . . . . . . .
Communications . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . .
Consumer Cyclical
. . . . . . . . . .
Collateralized debt
obligations . . . . . . . . . . . . . . .
Mortgage-backed securities . . .
Total fixed
3,237
2,030
1,806
1,305
797
680
703
479
473
375
65
13
374
345
176
237
126
120
81
84
72
51
0
1
(35)
(4)
(5)
(2)
(1)
(4)
(10)
(6)
(2)
(2)
(18)
0
3,576
2,371
1,977
1,540
922
796
774
557
543
424
47
14
% of Total
Fixed Maturities
At
Amortized
Cost
At
Fair
Value
15% 15%
7
5
27
17
15
11
7
6
5
4
4
3
1
0
7
4
26
18
15
11
7
6
6
4
4
3
0
0
maturities . . . . . . . . . $11,963
$1,667
$(89)
$13,541
100% 100%
At December 31, 2012, approximately 27% of the fixed maturity assets at amortized cost (26% at fair
value) were in the financial sector, including 15% in life and health or property casualty insurance
companies and 7% in banks at amortized cost. Financial guarantors, mortgage insurers, and insurance
brokers comprised approximately 5% of the portfolio at amortized cost. After financials, the next largest
sector was utilities, which comprised 17% of the portfolio at amortized cost. The balance of the portfolio is
spread among 410 issuers in a wide variety of sectors. As previously noted, gross unrealized losses were
$89 million at December 31, 2012, declining from $239 million a year earlier. The portfolio was in a net
unrealized gain position of $1,578 million at December 31, 2012.
41
An analysis of the fixed-maturity portfolio by a composite rating at December 31, 2012 is shown in
the table below. The composite rating for each security is the average of the security’s ratings as
assigned by Moody’s Investor Service, Standard & Poor’s, Fitch Ratings, and Dominion Bond Rating
Service, LTD. The ratings assigned by these four nationally recognized statistical rating organizations are
evenly weighted when calculating the average.
Fixed Maturities by Rating
At December 31, 2012
(Dollar amounts in millions)
Amortized
Cost
%
Fair
Value
%
Investment grade:
AAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BBB+ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BBB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BBB- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
868
1,325
3,132
2,621
2,479
953
Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,378
Below investment grade:
BB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below investment grade . . . . . . . . . . . . . . . . . . . . . .
322
111
152
585
7.3 $
11.1
26.2
21.9
20.6
8.0
95.1
2.7
0.9
1.3
4.9
910
6.7
1,508 11.1
3,716 27.4
2,995 22.2
2,823 20.9
7.7
1,042
12,994 96.0
329
99
119
547
2.4
0.7
0.9
4.0
$11,963
100% $13,541
100%
The portfolio has a weighted average quality rating of A- based on amortized cost. Approximately
the portfolio at amortized cost was considered investment grade. Our investment portfolio
95% of
contains no securities backed by sub-prime or Alt-A mortgages (loans for which some of the typical
documentation was not provided by the borrower). We have no direct
investments in residential
mortgages, nor do we have any counterparty risks as we are not a party to any credit default swaps or
other derivative contracts. We do not participate in securities lending. There are no off-balance sheet
investments, as all investments are reported on our Consolidated Balance Sheets. Other than $11 million
of German government bonds at amortized cost and fair value, we have no direct exposure to European
sovereign debt.
Our current investment policy is to acquire only investment-grade obligations. Thus, any increases in
below investment-grade issues are a result of ratings downgrades of existing holdings.
An analysis of changes in below-investment grade fixed maturities at amortized cost is as follows.
Year Ended
December 31,
2012
(in $ millions)
Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Downgrades by rating agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Upgrades by rating agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write down of other-than-temporarily impaired securities . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$701
34
(82)
(65)
(6)
3
$585
42
Market Risk Sensitivity. Torchmark’s financial securities are exposed to interest
rate risk,
meaning the effect of changes in financial market interest rates on the current fair value of the company’s
investment portfolio. Since 96% of the book value of our investments is attributable to fixed-maturity
investments (and virtually all of these investments are fixed-rate investments), the portfolio is highly
subject to market risk. Declines in market interest rates generally result in the fair value of the investment
portfolio exceeding the book value of the portfolio and increases in interest rates cause the fair value to
decline below the book value. Under normal market conditions, we do not expect to realize these
unrealized gains and losses because we have the ability and generally the intent
to hold these
investments to maturity. The long-term nature of our insurance policy liabilities and strong cash-flow
operating position substantially mitigate any future need to liquidate portions of the portfolio. The increase
or decrease in the fair value of insurance liabilities and debt due to increases or decreases in market
interest rates largely offsets the impact of rates on the investment portfolio. However, in accordance with
GAAP, these liabilities are not marked to market.
The following table illustrates the market risk sensitivity of our interest-rate sensitive fixed-maturity
portfolio at December 31, 2012 and 2011. This table measures the effect of a change in interest rates (as
represented by the U.S. Treasury curve) on the fair value of
the fixed-maturity portfolio. The data
measures the change in fair value arising from an immediate and sustained change in interest rates in
increments of 100 basis points.
Market Value of
Fixed Maturity Portfolio
($ millions)
Change in
Interest Rates
(in basis points)
At
December 31,
2012
At
December 31,
2011
-200
-100
0
100
200
$17,216
15,231
13,541
12,094
10,846
$14,847
13,261
11,888
10,694
9,650
43
Realized Gains and Losses. Our life and health insurance companies collect premium income
from policyholders for the eventual payment of policyholder benefits, sometimes paid many years or even
decades in the future. In addition to the payment of these benefits, we also incur acquisition costs,
administrative expenses, and taxes as a part of insurance operations. Because benefits are expected to
be paid in future periods, premium receipts in excess of current expenses are invested to provide for
these obligations. For this reason, we hold a significant investment portfolio as a part of our core
insurance operations. This portfolio consists primarily of high-quality fixed maturities containing an
adequate yield to provide for the cost of carrying these long-term insurance product obligations. As a
result, fixed maturities are generally held for long periods to support the liabilities. Expected yields on
these investments are taken into account when setting insurance premium rates and product profitability
expectations.
Investments are occasionally sold or called, resulting in a realized gain or loss. These gains and
losses generally occur only incidentally, usually as the result of sales because of deterioration in
investment quality of issuers or calls by the issuers. Investment losses are also caused by writedowns
due to impairments. We do not engage in trading investments for profit. Therefore, gains or losses which
occur in protecting the portfolio or its yield, or which result from events that are beyond our control, are
only secondary to our core insurance operations of providing insurance coverage to policyholders.
Realized gains and losses can be significant
in relation to the earnings from core insurance
operations, and as a result, can have a material positive or negative impact on net income. The significant
fluctuations caused by gains and losses can cause the period-to-period trends of net income not to be
indicative of historical core operating results nor predictive of
the future trends of core operations.
they have no bearing on core insurance operations or segment results as we view
Accordingly,
operations. For these reasons, and in line with industry practice, we remove the effects of realized gains
and losses when evaluating overall insurance operating results.
The following table summarizes our tax-effected realized gains (losses) by component for each of the
years in the three-year period ended December 31, 2012.
Analysis of Realized Gains (Losses), Net of Tax
(Dollar amounts in thousands, except for per share data)
Year Ended December 31,
2012
2011
2010
Amount
Per Share Amount
Per Share Amount
Per Share
Investments:
Sales . . . . . . . . . . . . . . . . . . . . . . . . $24,943
5,830
Called or tendered . . . . . . . . . . . . .
(3,640)
Writedowns* . . . . . . . . . . . . . . . . . .
(2,671)
Loss on redemption of debt . . . . . . . . . .
129
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$0.26
0.06
(0.04)
(0.03)
0.00
$
673
15,512
(13)
0
666
Total . . . . . . . . . . . . . . . . . . . . . $24,591
$0.25
$16,838
$0.01
0.14
0.00
0.00
0.00
$0.15
$10,761
17,265
(3,152)
(1,070)
466
$ 0.09
0.14
(0.02)
(0.01)
0.00
$24,270
$ 0.20
* Written down due to other-than-temporary impairment.
As described in Note 4—Investments under the caption Other-than temporary impairments in the
Notes to Consolidated Financial Statements, we wrote certain securities down to fair value during each
year 2010 through 2012 as a result of other-than-temporary impairment. The impaired securities met our
criteria for other-than-temporary impairment as discussed in Note 1—Significant Accounting Policies and
in our Critical Accounting Policies in this report. The writedowns resulted in pretax charges of $5.6 million
in 2012 ($3.6 million after tax), $20 thousand in 2011 ($13 thousand after tax), and $5 million in 2010
($3.2 million after tax). In 2010, we acquired $7.3 million book value of our 9 1⁄4% Senior Notes at a cost
of $8.9 million, resulting in an after-tax loss on debt redemption of $1.1 million. In 2012, we redeemed our
7.1% Trust Originated Preferred Securities, recording a loss on redemption of $4.1 million ($2.7 million
after tax).
44
FINANCIAL CONDITION
Liquidity. Liquidity provides Torchmark with the ability to meet on demand the cash commitments
required by its business operations and financial obligations. Our liquidity is primarily derived from three
sources: positive cash flow from operations, a portfolio of marketable securities, and a line of credit
facility.
Insurance Subsidiary Liquidity. The operations of our insurance subsidiaries have historically
generated substantial cash inflows in excess of immediate cash needs. Sources of cash flows for the
insurance subsidiaries include primarily premium and investment income. Cash outflows from operations
include policy benefit payments, commissions, administrative expenses, and taxes. The funds to provide
for policy benefits, the majority of which are paid in future periods, are invested primarily in long-term
fixed maturities to meet these long-term obligations. In addition to investment income, maturities and
scheduled repayments in the investment portfolio are sources of cash. Excess cash available from the
insurance subsidiaries’ operations is generally distributed as a dividend to the Parent Company, subject
to regulatory restriction. The dividends are generally paid in amounts equal to the subsidiaries’ prior year
statutory net
the excess cash is
investment income. However, due to our high underwriting margins and effective expense control, a
significant portion of the excess cash comes from underwriting income.
income excluding realized capital gains. The leading source of
Parent Company Liquidity. Cash flows from the insurance subsidiaries are used to pay interest
and principal repayments on Parent Company debt, operating expenses of the Parent, and Parent
Company dividends to Torchmark shareholders. In 2012, the Parent received $493 million of dividends
and transfers from its insurance subsidiaries, as compared with $790 million in 2011 and $401 million in
2010. The 2011 dividend included $305 million of additional dividends available as a result of the sale of
United Investors.
Including transfers from other subsidiaries and after paying debt obligations,
shareholder dividends, and other expenses (but before share repurchases), Torchmark Parent had
excess operating cash flow in 2012 of approximately $371 million, compared with $672 million in 2011
including the $305 million from the sale of United Investors. Parent Company cash flow in excess of its
operating requirements is available for other corporate purposes, such as strategic acquisitions or share
repurchases. In 2013, it is expected that the Parent Company will receive approximately $506 million in
dividends and transfers from subsidiaries, and that approximately $365 million will be available as excess
cash flow. Certain restrictions exist on the payment of these dividends. For more information on the
restrictions on the payment of dividends by subsidiaries, see the restrictions section of Note 12—
Shareholders’ Equity in the Notes to Consolidated Financial Statements. Although these restrictions exist,
dividend availability from subsidiaries historically has been sufficient for the cash flow needs of the Parent
liquidity, the Parent held $2 million of cash and short-term investments at
Company. As additional
December 31, 2012, compared with $27 million a year earlier. The Parent also had available a
$144 million receivable from subsidiaries at December 31, 2012.
Short-Term Borrowings. An additional source of parent company liquidity is a line of credit facility
with a group of lenders which allows unsecured borrowings and stand-by letters of credit up to $600
million. As of December 31, 2012, we had available $177 million of additional borrowing capacity under
this facility, as we also had a year earlier. There have been no difficulties in accessing the commercial
paper market under this facility during the three years ended December 31, 2012. For detailed
information about this line of credit facility, see the Commercial Paper section of Note 11—Debt.
In summary, Torchmark expects to have readily available funds for 2013 and the foreseeable future
to conduct its operations and to maintain target capital ratios in the insurance subsidiaries through
internally generated cash flow and the credit facility. In the unlikely event that more liquidity is needed, the
Company could generate additional funds through multiple sources including, but not limited to, the
issuance of additional debt, a short-term credit facility, and intercompany borrowing.
Consolidated Liquidity. Consolidated net cash inflows provided from operations were $943 million
in 2012, compared with $859 million in 2011 and $1.03 billion in 2010. In addition to cash inflows from
operations, our companies have received $661 million in investment calls and tenders and $76 million of
scheduled maturities or repayments during 2012. Maturities, tenders, and calls totaled $410 million in
2011 and $639 million in 2010.
45
Our cash and short-term investments were $157 million at year-end 2012 and $105 million at year-
end 2011. Additionally, we have a portfolio of marketable fixed and equity securities that are available for
sale in the event of an unexpected need. These securities had a fair value of $13.6 billion at
December 31, 2012. However, our strong cash flows from operations, investment maturities, and the
availability of our credit line make any need to sell securities for liquidity unlikely.
Off-Balance Sheet Arrangements. As described in Note 11—Debt in the Notes to Consolidated
Financial Statements and under the subcaption Funded Debt, Torchmark had outstanding $120 million
(par amount) 7.1% Trust Preferred Securities at December 31, 2011, but these securities were redeemed
during 2012. The capital trust liable for these securities was the legal entity responsible for the securities
and facilitated the payment of dividends to shareholders. The trust was an off-balance sheet arrangement
which we were required to deconsolidate in accordance with GAAP rules, because the capital trust was
considered to be a variable interest entity in which we had no variable interest. While these liabilities were
not on our Consolidated Balance Sheets,
they were represented by Torchmark’s 7.1% Junior
Subordinated Debentures due to the trust in the amount of $124 million which was on our balance sheet
at December 31, 2011 under the caption “Due to affiliates”.
As a part of its above-mentioned credit facility, Torchmark had outstanding $198 million in stand-by
letters of credit at December 31, 2012. However, these letters are issued among our subsidiaries and
have no impact on company obligations as a whole.
As of December 31, 2012, we had no other significant unconsolidated affiliates and no guarantees of
the obligations of
third-party entities other than as described above. All of our guarantees were
guarantees of the performance of consolidated subsidiaries, as disclosed in Note 15—Commitments and
Contingencies.
The following table presents information about future payments under our contractual obligations for
the selected periods as of December 31, 2012.
(Amounts in millions)
Actual
Liability
Total
Payments
Less than
One Year
One to
Three Years
Four to
Five Years
More than
Five Years
Fixed and determinable:
Debt—principal(1) . . . . . . . . . . . . . . . . . $ 1,309
Debt—interest(2) . . . . . . . . . . . . . . . . . .
9
0
Capital leases . . . . . . . . . . . . . . . . . . .
0
Operating leases . . . . . . . . . . . . . . . . .
Purchase obligations . . . . . . . . . . . . . .
67
Pension obligations(3)
137
. . . . . . . . . . . . .
Future insurance obligations(4) . . . . . .
10,706
$ 1,322
740
0
14
67
206
42,475
Total
. . . . . . . . . . . . . . . . . . . . . . . . . $12,228
$44,824
$ 319
76
0
3
47
14
1,310
$1,769
$
0
141
0
6
16
33
2,571
$2,767
$ 250
116
0
3
1
38
2,468
$2,876
$
753
407
0
2
3
121
36,226
$37,512
(1) Funded debt
is itemized in Note 11—Debt
in the Notes to Consolidated Financial Statements and includes short-term
commercial paper.
Interest on debt is based on our fixed contractual obligations.
(2)
(3) Pension obligations are primarily liabilities in trust funds that are calculated in accordance with the terms of the pension plans.
They are offset by invested assets in the trusts, which are funded through periodic contributions by Torchmark in a manner
which will provide for the settlement of the obligations as they become due. Therefore, our obligations are offset by those assets
when reported on Torchmark’s Consolidated Balance Sheets. At December 31, 2012,
these pension obligations were
$415 million, but there were also assets of $278 million in the pension entities. The schedule of pension benefit payments
covers ten years and is based on the same assumptions used to measure the pension obligations, except there is no interest
assumption because the payments are undiscounted. Please refer to Note 10—Postretirement Benefits in the Notes to
Consolidated Financial Statements for more information on pension obligations.
(4) Future insurance obligations consist primarily of estimated future contingent benefit payments on policies in force at
December 31, 2012. These estimated payments were computed using assumptions for future mortality, morbidity and
persistency. The actual amount and timing of such payments may differ significantly from the estimated amounts shown.
Management believes that the assets supporting the liability of $10.7 billion at December 31, 2012, along with future premiums
and investment income, will be sufficient to fund all future insurance obligations.
46
Capital Resources. Torchmark’s capital structure consists of short-term debt (the commercial
paper facility described in Note 11—Debt in the Notes to Consolidated Financial Statements), long-term
funded debt, and shareholders’ equity. As of December 31, 2012, our 7 3⁄ 8% Notes due 2013 have been
reclassified from long-term funded debt to short-term debt because of its current maturity in August 2013.
A complete analysis and description of long-term debt issues outstanding is presented in Note 11—Debt
in the Notes to Consolidated Financial Statements.
The carrying value of the long-term funded debt was $990 million at December 31, 2012, compared
with $914 million a year earlier. As fully explained in Note 11—Debt, we issued $300 million principal
amount of 3.8% Senior Notes due in 2022 in September, 2012 for proceeds of $297 million in a public
offering. However, $150 million of the offering was acquired by Torchmark insurance subsidiaries and
was eliminated in consolidation, resulting in net proceeds after issue expenses to the consolidated group
of $147 million. The majority of the $297 million proceeds received by the Parent were used to acquire
Family Heritage as described in Note 6—Acquisition. The balance was invested to be used for the
redemption of our 7 3⁄ 8% Senior Notes that mature in August, 2013, or at an earlier time if opportunities to
repurchase these notes become available, and for other corporate purposes.
As also discussed in Note 11, we issued $125 million principal amount of our 5.875% Junior
Subordinated Debentures due 2052 in a September, 2012 public offering. This issue resulted in net
proceeds after issue expenses of $121 million, and were used to redeem our 7.1% Trust Originated
Preferred Securities in the amount of $120 million plus accrued dividends for a total cost of $121 million.
Also noted in Note 11 was our assumption of $20 million of Trust Preferred Securities in connection
with our acquisition of Family Heritage. These securities bear interest at a variable rate, the three-month
LIBOR plus 330 basis points, which is reset each quarter. While these securities are callable by us at any
time, we have no immediate plans to do so.
Our insurance subsidiaries generally target a capital ratio of at least 325% of required regulatory
capital under Risk-Based Capital (RBC), a formula designed by insurance regulatory authorities to
monitor the adequacy of capital. The 325% target is considered sufficient for the subsidiaries because of
their strong reliable cash flows, the relatively low risk of their product mix, and because that ratio is in line
with rating agency expectations for Torchmark. At December 31, 2012, our insurance subsidiaries in the
impairments and
aggregate had RBC ratios of approximately 348%. Should we experience additional
ratings downgrades in the future that cause the ratio to fall below 325%, management has more than
sufficient liquidity at the Parent Company to make additional contributions as necessary to maintain the
ratios at or above 325%.
As noted under the caption Summary of Operations in this report, we have an ongoing share
repurchase program. Under this program, we acquired 7 million shares at a cost of $360 million in 2012,
19 million shares at a cost of $788 million in 2011, and 6 million shares for $204 million in 2010. The
majority of purchased shares are retired each year. Please refer to the description of our share
repurchase program under the caption Summary of Operations in this report.
Torchmark has increased the dividend on its common shares over the past three years. In the first
quarter of 2010, the dividend was increased from $.0933 per share to $.10 per share and in the fourth
quarter of 2010, it was further increased to $.1067 per share. In the second quarter of 2011, it was raised
to $.12 per share and in the first quarter of 2012, it was again increased to $.15 per share.
Shareholders’ equity was $4.4 billion at December 31, 2012, compared with $3.9 billion at
December 31, 2011. During the twelve months since December 31, 2011, shareholders’ equity was
reduced by the $360 million in share purchases under the repurchase program and another $210 million
to offset the dilution from stock option exercises, but has been increased by the $529 million of net
income, $204 million from option exercises, and by after-tax unrealized gains of $404 million in the fixed
maturity portfolio as conditions in financial markets have improved.
We plan to use excess cash as efficiently as possible in the future. Excess cash flow could be used
for share repurchases, acquisitions, increases in shareholder dividends, investment in fixed maturities, or
repayment of short-term debt. We will determine the best use of excess cash after ensuring that desired
capital levels are maintained in our companies.
47
We maintain a significant available-for-sale fixed-maturity portfolio to support our
insurance
policyholders’ liabilities. Current accounting guidance requires that we revalue our portfolio to fair market
value at the end of each accounting period. The period-to-period changes in fair value, net of their
associated impact on deferred acquisition costs and income tax, are reflected directly in shareholders’
equity. Changes in the fair value of the portfolio can result from changes in interest rates and liquidity in
financial markets. While invested assets are revalued, accounting rules do not permit interest-bearing
insurance policy liabilities to be valued at fair value in a consistent manner as that of assets, with changes
in value applied directly to shareholders’ equity. Due to the size of our policy liabilities in relation to our
shareholders’ equity, this inconsistency in measurement usually has a material impact on the reported
value of shareholders’ equity. If these liabilities were revalued in the same manner as the assets, the
effect on equity would be largely offset. Fluctuations in interest rates cause undue volatility in the period-
to-period presentation of our shareholders’ equity, capital structure, and financial ratios which would be
essentially removed if interest-bearing liabilities were valued in the same manner as assets. From time to
time, the market value of our fixed maturity portfolio may be depressed as a result of bond market
illiquidity which could result in a significant decrease in shareholders’ equity. Because of the long-term
nature of our fixed maturities and liabilities and the strong cash flows generated by our insurance
subsidiaries, we have the intent and ability to hold our securities to maturity. As such, we do not expect to
incur losses due to fluctuations in market value of fixed maturities caused by interest rate changes and
temporarily illiquid markets. Accordingly, our management, credit rating agencies, lenders, many industry
analysts, and certain other financial statement users prefer to remove the effect of this accounting rule
when analyzing our balance sheet, capital structure, and financial ratios.
The following tables present selected data related to our capital resources. Additionally, the tables
present the effect of this accounting guidance on relevant line items, so that investors and other financial
statement users may determine its impact on Torchmark’s capital structure.
Selected Financial Data
At December 31, 2012
At December 31, 2011
At December 31, 2010
Effect of
Accounting
Rule Requiring
Revaluation (1)
GAAP
GAAP
Effect of
Accounting
Rule Requiring
Revaluation (1)
GAAP
Effect of
Accounting
Rule Requiring
Revaluation (1)
Fixed maturities (millions) . . . . . . . . . $13,541
Deferred acquisition costs
(millions) (2) . . . . . . . . . . . . . . . . . .
3,198
Total assets (millions) . . . . . . . . . . . . 18,777
319
Short-term debt (millions) . . . . . . . . .
990
Long-term debt (millions) (3) . . . . . . .
4,362
Shareholders’ equity (millions) . . . . .
Book value per diluted share . . . . . .
Debt to capitalization (4) . . . . . . . . . .
45.85
23.1%
Diluted shares outstanding
(thousands)
. . . . . . . . . . . . . . . . . . 95,138
Actual shares outstanding
(thousands)
. . . . . . . . . . . . . . . . . . 94,236
$1,578
$ 11,888
$ 964
$ 10,543
$ 107
(25)
1,553
0
0
1,009
10.61
(5.0)%
2,917
16,588
225
914
3,860
(33)
931
0
0
605
2,870
15,623
199
913
3,667
(4)
103
0
0
67
37.91
22.8%
5.95
(3.1)%
30.35
23.3%
0.55
(0.3)%
101,808
100,579
120,815
118,865
(1) Amount added to (deducted from) comprehensive income to produce the stated GAAP item
(2)
(3)
(4) Torchmark’s debt covenants require that the effect of the accounting rule requiring revaluation be removed to determine this
Includes the value of insurance purchased
Includes Torchmark’s 7.1% Junior Subordinated Debentures in 2011 and 2010 in the amount of $124 million.
ratio. This ratio is computed by dividing total debt by the sum of debt and shareholders’ equity.
FASB guidance provides for an option which, if elected, would permit us to value our interest-bearing
fair value in our Consolidated Balance Sheets. However, unlike the
policy liabilities and debt at
accounting rule which permits us to account for changes in our available-for-sale bond portfolio through
other comprehensive income, the guidance requires such changes to be recorded in earnings. Because
both the size and duration of the investment portfolio do not match those attributes of our policyholder
48
liabilities and debt,
earnings not to be reflective of core results. Therefore, we have not elected this option.
the impact on earnings could be very significant and volatile, causing reported
Torchmark’s ratio of earnings before interest and taxes to interest requirements (times interest
earned) was 10.5 times in 2012, compared with 10.3 times in 2011 and 10.9 times in 2010. This times-
interest-earned ratio is computed by dividing interest expense into the sum of pre-tax income from
continuing operations and interest expense. A discussion of our interest expense is included in the
discussion of financing costs under the caption Investments in this report.
Financial Strength Ratings.
The financial strength of our major insurance subsidiaries is rated by Standard & Poor’s and A. M.
insurance subsidiaries at
largest
Best. The following chart presents these ratings for our
December 31, 2012.
four
Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Globe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United American . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
American Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AA-
AA-
AA-
AA-
A+ (Superior)
A+ (Superior)
A+ (Superior)
A+ (Superior)
Standard
& Poor’s
A.M.
Best
A.M. Best states that it assigns an A+ (Superior) rating to those companies which, in its opinion, have
demonstrated superior overall performance when compared to the norms of the life/health insurance
industry. A+ (Superior) companies have a superior ability to meet their obligations to policyholders over a
long period of time.
The AA financial strength rating category is assigned by Standard & Poor’s Corporation to those
insurers which have very strong financial security characteristics, differing only slightly from those rated
higher. The minus sign (-) shows the relative standing within the major rating category.
OTHER ITEMS
Litigation. Torchmark and its subsidiaries are subject to being named as parties to pending or
threatened litigation, much of which involves punitive damage claims based upon allegations of agent
misconduct at the insurance subsidiaries. Such punitive damage claims that are tried in Alabama state
courts may have the potential for significant adverse results since punitive damages in Alabama are
based upon the compensatory damages (including mental anguish) awarded and the discretion of the jury
in awarding compensatory damages is not precisely defined. Additionally, it should be noted that our
insurance in the State of Mississippi, a jurisdiction which is nationally
subsidiaries actively market
recognized for large punitive damage verdicts. This bespeaks caution since it is impossible to predict the
likelihood or extent of punitive damages that may be awarded if liability is found in any given case. Based
upon information presently available, and in light of
legal and other factual defenses available to
Torchmark and its subsidiaries, contingent liabilities arising from threatened and pending litigation are not
presently considered by us to be material. For more information concerning litigation, please refer to
Note 15—Commitments and Contingencies in the Notes to the Consolidated Financial Statements.
49
CRITICAL ACCOUNTING POLICIES
Future Policy Benefits. Because of the long-term nature of insurance contracts, our insurance
companies are liable for policy benefit payments that will be made in the future. The liability for future
policy benefits is determined by standard actuarial procedures common to the life insurance industry. The
accounting policies for determining this liability are disclosed in Note 1—Significant Accounting Policies in
the Notes to Consolidated Financial Statements.
Approximately 82% of our liabilities for future policy benefits at December 31, 2012 were traditional
insurance liabilities where the liability is determined as the present value of future benefits less the
present value of the portion of the gross premium required to pay for such benefits. The assumptions
used in estimating the future benefits for this portion of business are set at the time of contract issue.
These assumptions are “locked in” and are not revised for the lifetime of the contracts, except where
there is a premium deficiency, as defined in Note 1—Significant Accounting Policies in the Notes to
Consolidated Financial Statements under the caption Future Policy Benefits. Otherwise, variability in the
accrual of policy reserve liabilities after policy issuance is caused only by variability of the inventory of in
force policies. Torchmark did not have a premium deficiency event for its traditional business during the
three years ended December 31, 2012.
The remaining portion of liabilities for future policy benefits pertains to business accounted for as
deposit business, where the recorded liability is the fund balance attributable to the benefit of
policyholders as determined by the policy contract at the financial statement date. Accordingly, there are
no assumptions used to determine the future policy benefit liability for deposit business.
Deferred Acquisition Costs. Certain costs of acquiring new business are deferred and recorded as
an asset. Deferred acquisition costs eligible for deferral consist primarily of sales commissions and other
underwriting costs related to the successful issuance of a new insurance contract as indicated in Note 1—
Significant Accounting Policies under the caption Deferred Acquisition Costs in the Notes to Consolidated
Financial Statements. Additionally,
insurance business or insurance
the cost of acquiring blocks of
business through the purchase of other companies, known as the value of insurance purchased, is
included in deferred acquisition costs. Our policies for accounting for deferred acquisition costs and the
associated amortization are reported under the same caption in Note 1.
Approximately 98% of our recorded amounts for deferred acquisition costs at December 31, 2012
were related to traditional products and are being amortized over the premium-paying period in proportion
to the present value of actual historic and estimated future gross premiums. The projection assumptions
for this business are set at the time of contract issue. These assumptions are “locked-in” at that time and,
except where there is a loss recognition issue, are not revised for the lifetime of the contracts. Absent a
premium deficiency, variability in amortization after policy issuance is caused only by variability in
premium volume. We have not recorded a deferred acquisition cost loss recognition event for assets
related to this business for any period in the three years ended December 31, 2012.
The remaining 2% of deferred acquisition costs pertain to deposit business for which deferred
acquisition costs are amortized over the estimated lives of the contracts in proportion to actual and
estimated future gross profits. These contracts are not subject to lock-in. The assumptions must be
updated when actual experience or other evidence suggests that earlier estimates should be revised.
Revisions related to our deposit business assets have not had a material impact on the amortization of
deferred acquisition costs during the three years ended December 31, 2012.
Policy Claims and Other Benefits Payable. This liability consists of known benefits currently payable
and an estimate of claims that have been incurred but not yet reported to us. The estimate of unreported
claims is based on prior experience and is made after careful evaluation of all information available to us.
However, the factors upon which these estimates are based can be subject to change from historical
patterns. Factors involved include the litigation environment, regulatory mandates, and the introduction of
policy types for which claim patterns are not well established, and medical trend rates and medical cost
inflation as they affect our health claims. Changes in these estimates, if any, are reflected in the earnings
of the period in which the adjustment is made. We believe that the estimates used to produce the liability
for claims and other benefits, including the estimate of unsubmitted claims, are the most appropriate
50
under the circumstances. However, there is no certainty that the resulting stated liability will be our
ultimate obligation. At this time, we do not expect any change in this estimate to have a material impact
on earnings or financial position consistent with our historical experience.
Valuation of Fixed Maturities. We hold a substantial investment in high-quality fixed maturities to
provide for the funding of our future policy contractual obligations over long periods of time. While these
securities are generally expected to be held to maturity, they are classified as available for sale and are
sold from time to time, primarily to manage risk. We report this portfolio at fair value. Fair value is the
price that we would expect to receive upon sale of the asset in an orderly transaction. The fair value of
the fixed-maturity portfolio is primarily affected by changes in interest rates in financial markets, having a
the size of our fixed-maturity portfolio, small
greater impact on longer-term maturities. Because of
changes in rates can have a significant effect on the portfolio and the reported financial position of the
Company. This impact
increments under the caption Market Risk
Sensitivity in this report. However, as discussed under the caption Financial Condition in this report, we
believe these unrealized fluctuations in value have no meaningful impact on our actual financial condition
and, as such, we remove them from consideration when viewing our financial position and financial ratios.
is disclosed in 100 basis point
At times, the values of our fixed maturities can also be affected by illiquidity in the financial markets.
Illiquidity would contribute to a spread widening, and accordingly unrealized losses, on many securities
that we would expect to be fully recoverable. Even though our fixed maturity portfolio is available for sale,
we have the ability and intent to hold the securities until maturity as a result of our strong and stable cash
flows generated from our
insurance products. Considerable information concerning the policies,
procedures, classification levels, and other relevant data concerning the valuation of our fixed-maturity
investments is presented in Note 1—Significant Accounting Policies and in Note 4—Investments under
the captions Fair Value Measurements in both notes.
Impairment of Investments. We continually monitor our investment portfolio for investments that
have become impaired in value, where fair value has declined below carrying value. While the values of
the investments in our portfolio constantly fluctuate due to market conditions, an other-than-temporary
impairment charge is recorded only when a security has experienced a decline in fair market value which
is deemed to be other than temporary. The policies and procedures that we use to evaluate and account
for impairments of investments are disclosed in Note 1—Significant Accounting Policies in the Notes to
Consolidated Financial Statements and the discussions under the captions Investments and Realized
Gains and Losses in this report. While every effort is made to make the best estimate of status and value
with the information available regarding an other-than-temporary impairment, it is difficult to predict the
future prospects of a distressed or impaired security.
Defined benefit pension plans. We maintain funded defined benefit plans covering most full-time
employees. We also have unfunded nonqualified defined benefit plans covering certain key and other
employees. Our obligations under these plans are determined actuarially based on specified actuarial
assumptions. In accordance with GAAP, an expense is recorded each year as these pension obligations
grow due to the increase in the service period of employees and the interest cost associated with the
passage of time. These obligations are offset, at least in part, by the growth in value of the assets in the
funded plans. At December 31, 2012, our gross liability under these funded plans was $353 million, but
was offset by assets of $278 million.
The actuarial assumptions used in determining our obligations for pensions include employee
mortality and turnover, retirement age, the expected return on plan assets, projected salary increases,
and the discount rate at which future obligations could be settled. These assumptions have an important
effect on the pension obligation. A decrease in the discount rate or rate of return on plan assets will cause
an increase in the pension obligation. A decrease in projected salary increases will cause a decrease in
this obligation. Small changes in assumptions may cause material differences in reported results for these
plans. While we have used our best efforts to determine the most reliable assumptions, given the
information available from company experience, economic data,
independent consultants and other
sources, we cannot be certain that actual results will be the same as expected. Our discount rate, rate of
return on assets, and projected salary increase assumptions are disclosed and the criteria used to
determine those assumptions are discussed in Note 9—Postretirement Benefits in the Notes to
Consolidated Financial Statements. The assumptions are reviewed annually and revised, if necessary,
based on more current information available to us. Note 9 also contains information about pension plan
assets, investment policies, and other related data.
51
CAUTIONARY STATEMENTS
We caution readers regarding certain forward-looking statements contained in the foregoing
discussion and elsewhere in this document, and in any other statements made by us or on our behalf
whether or not in future filings with the Securities and Exchange Commission. Any statement that is not a
historical fact, or that might otherwise be considered an opinion or projection concerning us or our
business, whether express or implied, is meant as and should be considered a forward-looking statement.
Such statements represent our opinions concerning future operations, strategies, financial results or other
developments.
Forward-looking statements are based upon estimates and assumptions that are subject
to
significant business, economic and competitive uncertainties, many of which are beyond our control. If
these estimates or assumptions prove to be incorrect, the actual results may differ materially from the
forward-looking statements made on the basis of such estimates or assumptions. Whether or not actual
results differ materially from forward-looking statements may depend on numerous foreseeable and
unforeseeable events or developments, which may be national in scope, related to the insurance industry
generally, or applicable to Torchmark specifically. Such events or developments could include, but are not
necessarily limited to:
1) Changes in lapse rates and/or sales of our insurance policies as well as levels of mortality,
morbidity and utilization of healthcare services that differ from our assumptions;
2) Federal and state legislative and regulatory developments, particularly those impacting taxes
and changes to the federal Medicare program that would affect Medicare Supplement and Medicare
Part D insurance;
3) Market trends in the senior-aged health care industry that provide alternatives to traditional
Medicare, such as health maintenance organizations (HMOs) and other managed care or private
plans, and that could affect the sales of traditional Medicare Supplement insurance;
4) Interest rate changes that affect product sales and/or investment portfolio yield;
5) General economic, industry sector or individual debt issuers’ financial conditions that may
affect the current market value of securities that we own, or that may impair issuers’ ability to pay
interest due us on those securities;
6) Changes in pricing competition;
7) Litigation results;
8) Levels of administrative and operational efficiencies that differ from our assumptions;
9) Our inability to obtain timely and appropriate premium rate increases for health insurance
policies due to regulatory delay;
10) The customer response to new products and marketing initiatives; and
11) Reported amounts in the financial statements which are based on our estimates and
judgments which may differ from the actual amounts ultimately realized.
Readers are also directed to consider other risks and uncertainties described in our other documents on
file with the Securities and Exchange Commission.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Information required by this item is found under the heading Market Risk Sensitivity in Item 7
beginning on page 43 of this report.
52
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements:
Consolidated Balance Sheets at December 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for each of the three years in the period ended
Page
54
55
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
Consolidated Statements of Comprehensive Income for each of the three years in the period
ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
58
59
60
53
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Torchmark Corporation
McKinney, Texas
We have audited the accompanying consolidated balance sheets of Torchmark Corporation and
subsidiaries (Torchmark) as of December 31, 2012 and 2011, and the related consolidated statements of
operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in
the period ended December 31, 2012. Our audits also included the financial statement schedules listed in
the Index at Item 15. These financial statements and financial statement schedules are the responsibility
of Torchmark’s management. Our responsibility is to express an opinion on the financial statements and
financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
their operations and their cash flows for each of
In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of Torchmark Corporation and subsidiaries as of December 31, 2012 and 2011, and the
results of
the three years in the period ended
December 31, 2012, in conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
We have also audited,
the Public Company Accounting
Oversight Board (United States), Torchmark’s internal control over financial reporting as of December 31,
2012, based on the criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28,
2013 expressed an unqualified opinion on Torchmark’s internal control over financial reporting.
in accordance with the standards of
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 28, 2013
54
TORCHMARK CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except per share data)
Assets:
Investments:
Fixed maturities—available for sale, at fair value (amortized cost:
December 31,
2012
2011
2012—$11,963,406; 2011—$10,924,244) . . . . . . . . . . . . . . . . . . . . . . . . . $13,541,193 $11,888,205
17,056
400,914
26,167
21,244
Equity securities, at fair value (cost: 2012—$14,875; 2011—$14,875) . . . .
Policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,567
424,050
18,539
94,860
Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,094,209 12,353,586
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61,710
195,497
383,709
3,198,431
441,591
401,763
84,113
192,325
253,549
2,916,732
396,891
391,076
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,776,910 $16,588,272
Liabilities:
Future policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,706,219 $ 9,572,257
Unearned and advance premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69,539
222,254
Policy claims and other benefits payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92,487
Other policyholders’ funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,088
228,470
93,288
Total policy liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,104,065
9,956,537
Current and deferred income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt
Long-term debt (estimated fair value: 2012—$1,191,320;
1,609,828
392,502
319,043
1,319,853
312,417
224,842
2011—$947,142) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
989,686
0
790,571
124,421
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,415,124 12,728,641
Shareholders’ equity:
Preferred stock, par value $1 per share—Authorized 5,000,000 shares;
outstanding: 0 in 2012 and in 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
Common stock, par value $1 per share—Authorized 320,000,000 shares;
outstanding: (2012—105,812,123 issued, less 11,576,487 held in treasury
and 2011—112,312,123 issued, less 11,732,658 held in treasury) . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105,812
439,782
925,275
3,403,338
(512,421)
112,312
425,331
549,916
3,264,711
(492,639)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,361,786
3,859,631
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . $18,776,910 $16,588,272
See accompanying Notes to Consolidated Financial Statements.
55
TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
Revenue:
Year Ended December 31,
2012
2011
2010
Life premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,808,524 $1,726,244 $1,663,699
987,421
Health premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
638
Other premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,651,758
Total premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
929,466
608
2,656,318
1,047,379
559
2,856,462
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized investment gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . .
Other-than-temporary impairments . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
693,644
43,433
(5,600)
1,577
3,589,516
693,028
25,924
(20)
2,151
3,377,401
676,364
42,190
(4,850)
2,170
3,367,632
Benefits and expenses:
Life policyholder benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Health policyholder benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other policyholder benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total policyholder benefits . . . . . . . . . . . . . . . . . . . . . . . . . .
1,172,020
739,541
44,121
1,955,682
1,118,909
631,820
42,547
1,793,276
1,082,423
669,191
41,430
1,793,044
Amortization of deferred acquisition costs . . . . . . . . . . . . . . . . . . .
Commissions, premium taxes, and non-deferred acquisition
expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total benefits and expenses . . . . . . . . . . . . . . . . . . . . . . . . .
385,167
364,583
362,390
203,986
198,176
80,512
2,823,523
216,216
201,636
77,908
2,653,619
209,827
176,272
75,529
2,617,062
Income from continuing operations before income taxes . . . . . . . . .
765,993
723,782
750,570
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(236,669)
(226,166)
(246,475)
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
529,324
497,616
504,095
Discontinued operations:
Income from discontinued operations, net of tax . . . . . . . . . . . . . .
Loss on disposal, net of tax benefit of $467 in 2011 and $2,868
0
0
29,784
(35,013)
in 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations . . . . . . . . . . . .
(5,229)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 529,324 $ 497,161 $ 498,866
(455)
(455)
0
0
Basic net income per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total basic net income per share . . . . . . . . . . . . . . . . . . . . . $
5.48 $
0.00
5.48 $
4.60 $
(0.01)
4.59 $
Diluted net income per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total diluted net income per share . . . . . . . . . . . . . . . . . . . . $
5.41 $
0.00
5.41 $
4.53 $
0.00
4.53 $
4.13
(0.04)
4.09
4.09
(0.04)
4.05
Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . $
.60 $
.46 $
.41
See accompanying Notes to Consolidated Financial Statements.
56
TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Year Ended December 31,
2011
2012
2010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 529,324 $ 497,161 $ 498,866
Other comprehensive income (loss):
Unrealized investment gains (losses):
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period . . .
Reclassification adjustment for (gains) losses on securities
included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment for amortization of (discount)
premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustment on securities marked to
657,954
882,467
615,503
(41,745)
(27,771)
(38,170)
462
(1,880)
(3,820)
market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) on securities . . . . . . . . . . . . . . . . . . . .
(4,334)
612,337
3,510
856,326
(7,735)
565,778
Unrealized gains (losses), adjustment to deferred acquisition
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) on other assets . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Total unrealized investment gains (losses)
7,234
2,517
622,088
(28,292)
366
828,400
(31,975)
0
533,803
Less applicable taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses), net of tax . . . . . . . . . . . . . . . . . . . . . . . .
(217,726)
404,362
(289,941)
538,459
(186,832)
346,971
Foreign exchange translation adjustments, other than
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less applicable taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,487
(1,118)
(3,261)
699
5,006
(1,752)
Foreign exchange translation adjustments, other than securities,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,369
(2,562)
3,254
Pension adjustments:
Amortization of pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experience gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less applicable taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,799
(3,452)
(59,613)
(48,266)
16,894
(31,372)
12,146
0
(26,106)
(13,960)
4,887
(9,073)
10,857
0
(23,086)
(12,229)
4,279
(7,950)
Other comprehensive income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . .
375,359
526,824
342,275
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ 904,683 $1,023,985 $ 841,141
See accompanying Notes to Consolidated Financial Statements.
57
TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in thousands except per share data)
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury
Stock
Total
Shareholders’
Equity
Year Ended December 31, 2010
Balance at January 1, 2010 . . . . . . . . . . .
Comprehensive income (loss) . . . . . . . . .
Common dividends declared ($.41 a
share) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of treasury stock . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . . .
$0
$125,812 $441,361
$(319,183)
$2,856,119 $ (36,066) $3,068,043
342,275
498,866
(49,015)
(246,006)
3,451
39,446
(179,205) 206,556
(2,329)
841,141
(49,015)
(246,006)
11,844
41,322
0
8,393
4,205
(21,351)
(6,000)
Balance at December 31, 2010 . . . . . .
0
119,812
432,608
23,092
3,124,436
(32,619)
3,667,329
Year Ended December 31, 2011
Comprehensive income (loss) . . . . . . . . .
Common dividends declared ($.46 a
share) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of treasury stock . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . . .
526,824
497,161
1,023,985
(49,815)
(972,556)
7,323
(29,328) 191,941
(277,743) 313,272
(49,815)
(972,556)
14,954
175,734
0
7,631
13,121
(28,029)
(7,500)
Balance at December 31, 2011 . . . . . .
0
112,312
425,331
549,916
3,264,711 (492,639)
3,859,631
Year Ended December 31, 2012
Comprehensive income (loss) . . . . . . . . .
Common dividends declared ($.60 a
share) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of treasury stock . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . . .
375,359
529,324
(57,592)
(570,165)
3,192
(51,322) 232,344
(281,783) 314,847
904,683
(57,592)
(570,165)
21,605
203,624
0
18,413
22,602
(26,564)
(6,500)
Balance at December 31, 2012 . . . . . .
$0
$105,812 $439,782
$ 925,275
$3,403,338 $(512,421) $4,361,786
See accompanying Notes to Consolidated Financial Statements.
58
TORCHMARK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year Ended December 31,
2011
2012
2010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to cash provided from operations:
529,324 $
497,161 $
498,866
Increase in future policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in other policy benefits . . . . . . . . . . . . . . . . . . . . . . . . .
Deferral of policy acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred policy acquisition costs . . . . . . . . . . . . . . . . . . . . .
Change in current and deferred income taxes . . . . . . . . . . . . . . . . . . . . . . .
Realized (gains) losses on sale of investments and properties . . . . . . . . .
Change in other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net
497,306
(8,115)
(480,818)
385,167
122,538
(37,833)
(89,677)
0
24,947
431,362
(2,776)
(441,825)
364,583
30,899
(25,904)
(22,565)
455
28,074
544,086
1,110
(442,294)
376,988
68,326
(40,190)
(24,716)
35,013
11,404
Cash provided from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
942,839
859,464
1,028,593
Cash used for investment activities:
Investments sold or matured:
Fixed maturities available for sale—sold . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed maturities available for sale—matured, called, and repaid . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
345,601
736,900
0
9,458
Total investments sold or matured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,091,959
224,335
410,356
28,700
18,937
682,328
325,950
638,860
0
5,767
970,577
Acquisition of investments:
Fixed maturities—available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,431,690)
0
(1,786)
(1,104,231)
(28,772)
(6,246)
(1,908,109)
0
(905)
Total investments acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of Family Heritage, net of cash acquired . . . . . . . . . . . . . . . . . . . .
Net increase in policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (increase) decrease in short-term investments . . . . . . . . . . . . . . . . . . . . .
Net change in payable or receivable for securities . . . . . . . . . . . . . . . . . . . . .
Additions to properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in low-income housing interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,433,476)
(186,424)
(23,130)
(73,616)
3,647
(4,667)
56
(72,388)
0
(1,139,249)
0
(22,790)
195,435
2,664
(5,386)
3,089
(49,812)
21,588
(1,909,014)
0
(27,793)
128,727
(754)
(9,181)
77
(53,170)
342,890
Cash used for investment activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(698,039)
(312,133)
(557,641)
Cash provided from (used for) financing activities:
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of 3.8% Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of 5.875% Junior Subordinated Debentures . . . . . . . . . . . . . . . . . .
Issue expenses of debt offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of 9 1⁄4% Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption of 7.1% Junior Subordinated Debentures . . . . . . . . . . . . . . . . . .
Net borrowing (repayment) of commercial paper
. . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock option exercises . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net receipts (payments) from deposit product operations . . . . . . . . . . . . . . .
181,022
(55,527)
150,000
125,000
(7,101)
0
(123,711)
245
22,602
(570,165)
8,523
162,613
(49,125)
0
0
0
0
0
25,967
13,121
(972,556)
(4,505)
37,863
(50,061)
0
0
0
(8,913)
0
(34,432)
3,455
(246,006)
(31,527)
Cash provided from (used for) financing activities . . . . . . . . . . . . . . . . . . . . . . . .
(269,112)
(824,485)
(329,621)
Effect of foreign exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . .
1,909
(4,412)
(7,570)
Increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at beginning of year (includes cash of $847 thousand at January 1,
(22,403)
(281,566)
133,761
2010 in subsidiary held for sale) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84,113
365,679
231,918
Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
61,710 $
84,113 $
365,679
See accompanying Notes to Consolidated Financial Statements.
59
TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies
Business: Torchmark Corporation (Torchmark or alternatively,
through its
subsidiaries provides a variety of life and health insurance products and annuities to a broad base of
customers.
the Company)
Basis of Presentation: The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of America (GAAP), under
guidance issued by the Financial Accounting Standards Board (FASB). The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
Principles of Consolidation: The consolidated financial statements include the results of Torchmark
and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in
consolidation. When Torchmark acquires a subsidiary or a block of business, the assets acquired and the
liabilities assumed are measured at fair value at the acquisition date. Any excess of acquisition cost over
the fair value of net assets is recorded as goodwill. Expenses incurred to effect the acquisition are
charged to earnings as of the acquisition date. Upon acquisition, the accounts and results of operations
are consolidated as of and subsequent to the acquisition date.
Torchmark accounts for its variable interest entities under accounting guidance which clarifies the
definition of a variable interest and the instructions for consolidating variable interest entities (VIE’s). Only
primary beneficiaries are required or allowed to consolidate VIE’s. Therefore, a company may have voting
control of a VIE, but if it is not the primary beneficiary of the VIE, it is not permitted to consolidate the VIE.
The trust that was liable for Torchmark’s Trust Preferred Securities met the definition of a VIE. However,
Torchmark was not the primary beneficiary of this entity because its interest was not variable. Therefore,
Torchmark was not permitted to consolidate its interest, even though it owned 100% of the voting equity
of
the trust and guaranteed its performance. For this reason, Torchmark reported its 7.1% Junior
Subordinated Debentures due to the trust as “Due to affiliates” each period at its carrying value. However,
Torchmark viewed the Trust Preferred Securities as it does any other debt offering and consolidated the
trust
the segment analysis be reported as
management views its operations and financial condition. These Securities were redeemed in October,
2012, as disclosed in Note 11—Debt.
in its segment analysis because GAAP requires that
Additionally, as further described under the caption Low-Income Housing Tax Credit Interests below
in this note, Torchmark holds passive interests in limited partnerships which provide investment returns
through the provision of tax benefits (principally from the transfer of Federal or state tax credits related to
federal low-income housing). These interests are also considered to be VIEs. They are not consolidated
because the Company has no power to control the activities that most significantly affect the economic
performance of these entities and therefore the Company is not the primary beneficiary of any of these
interests. Torchmark’s involvement is limited to its limited partnership interest in the entities. Torchmark
has not provided any other financial support to the entities beyond its commitments to fund its limited
partnership interests, and there are no arrangements or agreements with any of the interests to provide
other financial support. The maximum loss exposure relative to these interests is limited to their carrying
value.
When a component of Torchmark’s business is sold or expected to be sold during the ensuing year,
Torchmark reports the assets and liabilities of the component as assets and liabilities of subsidiaries held
for sale. Assets or liabilities of subsidiaries held for sale are segregated and are recorded in the
Consolidated Balance Sheets at the lower of the carrying amount or estimated fair value less cost to sell.
If the carrying amount of the business exceeds its estimated fair value, a loss is recognized. Torchmark
reports the results of operations of a business as discontinued operations when the component is sold or
expected to be sold, the operations and cash flows of the business have been or will be eliminated from
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
the ongoing operations as a result of the disposal transaction, and Torchmark will not have any significant
continuing involvement in the operations of the business after the disposal transaction. The results of
discontinued operations are reported in discontinued operations in the Consolidated Statements of
Operations for current and prior periods commencing in the period in which the business is either
disposed of or is accounted for as a disposal group, including any gain or loss recognized on the sale or
adjustment of the carrying amount to fair value less cost to sell. Major components of the income from
discontinued operations are separately disclosed in Note 3 — Discontinued Operations in the Notes to the
Consolidated Financial Statements. Because the business has been sold or classified as held for sale
and its operations are discontinued, the financial results of the business are excluded from the Notes to
the Consolidated Financial Statements, other than in Note 3, the Consolidated Statements of Cash Flows,
and Note 2 — Statutory Accounting.
Investments: Torchmark classifies all of its fixed-maturity investments, which include bonds and
redeemable preferred stocks, as available for sale. Investments classified as available for sale are carried
at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated
other comprehensive income.
Investments in equity securities, which include common and
nonredeemable preferred stocks, are reported at fair value with unrealized gains and losses, net of
deferred taxes, reflected directly in accumulated other comprehensive income. Policy loans are carried at
unpaid principal balances. Mortgage loans, included in “Other long-term investments,” are carried at
amortized cost. Investments in real estate, included in “Other long-term investments,” are reported at cost
less allowances for depreciation. Depreciation is calculated on the straight-line method. Short-term
investments include investments in interest-bearing time deposits with original maturities of twelve months
or less.
Gains and losses realized on the disposition of
investments are determined on a specific
identification basis. Income attributable to investments is included in Torchmark’s net investment income.
Net
income and realized investment gains and losses are not allocated to insurance
policyholders’ liabilities.
investment
Fair Value Measurements, Investments in Securities: Torchmark measures the fair value of its fixed
maturities and equity securities based on a hierarchy consisting of three levels which indicate the quality
of the fair value measurements as described below:
•
•
•
Level 1 – fair values are based on quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access as of the measurement date.
Level 2 – fair values are based on inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, inputs other than quoted prices that are observable for
the asset or liability, or inputs that can otherwise be corroborated by observable market data.
Level 3 – fair values are based on inputs that are considered unobservable where there is little, if
any, market activity for the asset or liability as of the measurement date. In this circumstance, the
Company has to rely on values derived by independent brokers or
internally-developed
assumptions. Unobservable inputs are developed based on the best information available to the
Company which may include the Company’s own data or bid and ask prices in the dealer market.
The great majority of the Company’s fixed maturities are not actively traded and direct quotes are not
generally available. Management
these securities after
consideration of data provided by third-party pricing services and independent broker/dealers. Over 99%
of the fair value reported at December 31, 2012 was determined using data provided by third-party pricing
services. Prices provided by third-party pricing services are not binding offers but are estimated exit
values. They are based on observable market data inputs which can vary by security type. Such inputs
include benchmark yields, available trades, broker/dealer quotes, issuer spreads, benchmark securities,
therefore determines the fair values of
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
bids, offers, and other market data. As part of the Company’s controls over pricing, management reviews
and analyzes all prices obtained to insure the reasonableness of
taking all available
information into account. One very important control is the corroboration of prices obtained from third-
party sources against other independent sources. When corroborated prices produce small variations, the
close correlation indicates observable inputs, and the median value is used. When corroborated prices
present greater variations, additional analysis is required to determine which value is the most
appropriate. When only one price is available, management evaluates observable inputs and performs
additional analysis to confirm that the price is appropriate. All fair value measurements based on prices
determined with observable market data are reported as Level 1 or Level 2 measurements.
the values,
When third-party vendor prices are not available, the Company attempts to obtain at least three
quotes from broker/dealers for each security. When at least three quotes are obtained, and the standard
deviation of such quotes is less than 3%, (suggesting that the independent quotes were likely derived
using similar observable inputs), the Company uses the median quote and classifies the measurement as
Level 2. At December 31, 2012 and 2011, there were no assets valued as Level 2 in this manner with
broker quotes.
When the standard deviation is 3% or greater, or the Company cannot obtain three quotes, then
additional information and management judgment are required to establish the fair value. Further review
is performed on the available quotes to determine if they can be corroborated within reasonable tolerance
to any other observable evidence. If one of the quotes or the median of the available quotes can be
corroborated with other observable evidence, then the value is reported as Level 2. Otherwise, the value
is reported as Level 3. The measurement is then classified as Level 3. The Company uses information
and valuation techniques deemed appropriate for determining the point within the range of reasonable fair
value estimates that is most representative of fair value under current market conditions. As of December
31, 2012 and 2011,
fair value measurements classified as Level 3 represented 2.1% and 0.4%,
respectively, of total fixed maturities and equity securities. Transfers between levels are recognized as of
the end of the period of transfer.
Beginning in 2012, Torchmark began investing in a small portfolio of private placement bonds which
are not actively traded. This portfolio is managed by a third party and was $184 million at amortized cost
on December 31, 2012. The portfolio manager provides valuations for the bonds based on a matrix
utilizing observable inputs, such as the benchmark treasury rate and published sector indices, and
unobservable inputs such as an internally-developed credit rating. If the unobservable inputs can be
closely corroborated with publicly available information, the fair values are classified as Level 2. If they
cannot be corroborated, the fair values are classified as Level 3. As of December 31, 2012, all private
placements were classified as Level 3.
The fair values for each class of security and by valuation hierarchy level are indicated in Note 4—
Investments under the caption Fair value measurements.
Fair Value Measurements, Other Financial
Instruments: Fair values for cash, short-term
investments, short-term debt, receivables and payables approximate carrying value. The fair values of
Torchmark’s long-term debt issues, along with the trust preferred securities, are based on the same
methodology as investments in fixed maturities. Because observable inputs were available for these debt
securities at December 31, 2012, they were classified as Level 2 in the valuation hierarchy. The fair value
for each debt instrument as of December 31, 2012 is disclosed in Note 11—Debt. Mortgage loans and
collateral loans are valued using discounted cash flows and are considered to be Level 3 in the valuation
hierarchy. The fair values for these loans are presented in Note 4—Investments under the caption Other
investment information.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
Impairment of Investments: Torchmark’s portfolio of fixed maturities fluctuates in value due to
changes in interest rates in the financial markets as well as other factors. Fluctuations caused by market
interest rate changes have little bearing on whether or not the investment will be ultimately recoverable.
Therefore, Torchmark considers these declines in value resulting from changes in market interest rates to
be temporary. In certain circumstances, however, Torchmark determines that the decline in the value of a
security is other-than-temporary and writes the book value of the security down to its fair value, realizing
an investment loss. The evaluation of Torchmark’s securities for other-than-temporary impairments is a
process that is undertaken at least quarterly and is overseen by a team of Company investment and
accounting professionals. Each security which is impaired because the fair value is less than the cost or
amortized cost is identified and evaluated. The determination that an impairment is other-than-temporary
is highly subjective and involves the careful consideration of many factors. Among the factors considered
are:
•
•
•
The length of time and extent to which the security has been impaired
The reason(s) for the impairment
The financial condition of the issuer and the near-term prospects for recovery in fair value of the
security
The Company’s ability and intent to hold the security until anticipated recovery
•
• Expected future cash flows
In many cases, management believes it
The relative weight given to each of these factors can change over time as facts and circumstances
change.
to
prospective factors than to retrospective factors. Prospective factors that are given more weight include
prospects for recovery, the Company’s ability and intent to hold the security until anticipated recovery,
and expected future cash flows.
is appropriate to give relatively more weight
Among the facts and information considered in the process are:
• Default on a required payment
•
•
Issuer bankruptcy filings
Financial statements of the issuer
• Changes in credit ratings of the issuer
•
The value of underlying collateral
• News and information included in press releases issued by the issuer
• News and information reported in the media concerning the issuer
• News and information published by or otherwise provided by credit analysts
• Recent cash flows
While all available information is taken into account, it is difficult to predict the ultimately recoverable
amount of a distressed or impaired security. If a security is determined to be other-than-temporarily
impaired, the cost basis of the security is written down to fair value and is treated as a realized loss in the
period the determination is made. The written-down security will be amortized and revenue recognized in
accordance with estimated future cash flows.
Current accounting guidance is such that if an entity intends to sell or if it is more likely than not that it
will be required to sell an impaired security prior to recovery of its cost basis, the security is to be
considered other-than-temporarily impaired and the full amount of
impairment must be charged to
earnings. Otherwise, losses on fixed maturities which are other-than-temporarily impaired are separated
into two categories, the portion of loss which is considered credit loss and the portion of loss which is due
to other factors. The credit loss portion is charged to earnings while the loss due to other factors is
charged to other comprehensive income. The credit loss portion of an impairment is determined as the
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
difference between the security’s amortized cost and the present value of expected future cash flows
discounted at the security’s original effective yield rate. The temporary portion is the difference between
this present value of expected future cash flows and fair value (as discounted by a market yield). The
expected cash flows are determined using judgment and the best information available to the Company.
Inputs used to derive expected cash flows include expected default rates, current levels of subordination,
and loan-to-collateral value ratios. Management believes that the present value of future cash flows at the
original effective yield is a better measure of valuation, because fair value is based on limited observable
market data, and the market for these securities is neither active nor orderly.
Cash: Cash consists of balances on hand and on deposit
in banks and financial
institutions.
Overdrafts arising from the overnight investment of funds offset cash balances on hand and on deposit.
Recognition of Premium Revenue and Related Expenses: Premium income for traditional
long-
duration life and health insurance products is recognized when due from the policyholder. Premiums for
short-duration health contracts are recognized as revenue over the contract period in proportion to the
insurance protection provided. Profits for limited-payment life insurance contracts are recognized over the
contract period. Premiums for universal life-type and annuity contracts are added to the policy account
value, and revenues for such products are recognized as charges to the policy account value for
mortality, administration, and surrenders (retrospective deposit method). Life premium includes policy
charges of $23 million, $24 million, and $26 million for the years ended December 31, 2012, 2011, and
2010, respectively. Other premium consists of annuity policy charges in each year. Profits are also
earned to the extent that investment income exceeds policy liability interest requirements. The related
benefits and expenses are matched with revenues by means of the provision of future policy benefits and
the amortization of deferred acquisition costs in a manner which recognizes profits as they are earned
over the same period.
these traditional
Future Policy Benefits: The liability for future policy benefits for universal
life-type products is
represented by policy account value. The liability for future policy benefits for all other life and health
products, approximately 82% of total future policy benefits, is determined on the net level premium
method. This method provides for the present value of expected future benefit payments less the present
value of expected future net premiums, based on estimated investment yields, mortality, morbidity,
persistency and other assumptions which were considered appropriate at the time the policies were
life and health insurance products are based on
issued. Assumptions used for
Torchmark’s previous experience with similar products. Assumptions for interest rates range from 2.5% to
7.0% for Torchmark’s insurance companies with an overall weighted average assumed rate of 5.9%.
Mortality tables used for individual life insurance include various statutory tables and modifications of a
variety of generally accepted actuarial tables. Morbidity assumptions for individual health are based on
either Company experience or the assumptions used in determining statutory reserves. Withdrawal and
termination assumptions are based on Torchmark’s experience. Once established, assumptions for these
products are generally not changed. An additional provision is made on most products to allow for
possible adverse deviation from the assumptions. These estimates are periodically reviewed and
compared with actual experience. If it is determined that existing contract liabilities, together with the
present value of future gross premiums, will not be sufficient to cover the present value of future benefits
and to recover unamortized acquisition costs, then a premium deficiency exists. Such a deficiency would
be recognized immediately by a charge to earnings and either a reduction of unamortized acquisition
costs or an increase in the liability for future policy benefits. From that point forward, the liability for future
policy benefits would be based on the revised assumptions.
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
Deferred Acquisition Costs: Certain costs of acquiring new insurance business are deferred and
recorded as an asset. These costs are essential to the acquisition of new insurance business and are
directly related to the successful issuance of an insurance contract including sales commissions, policy
issue costs, and underwriting costs for policies that are successfully issued. Additionally, deferred
acquisition costs include the value of insurance purchased, which are the costs of acquiring blocks of
insurance from other companies or through the acquisition of other companies. These costs represent the
difference between the fair value of the contractual insurance assets acquired and liabilities assumed and
the assets and liabilities for insurance contracts that
the Company issues or holds measured in
accordance with GAAP. Deferred acquisition costs and the value of insurance purchased are amortized in
a systematic manner which matches these costs with the associated revenues. Policies other than
universal life-type policies are amortized with interest over the estimated premium-paying period of the
policies in a manner which charges each year’s operations in proportion to the receipt of premium
income. Limited-payment contracts are amortized over the contract period. Universal life-type policies are
amortized with interest
in proportion to estimated gross profits. The assumptions used to amortize
acquisition costs with regard to interest, mortality, morbidity, and persistency are consistent with those
used to estimate the liability for future policy benefits. For interest-sensitive and deposit-balance type
products, these assumptions are reviewed on a regular basis and are revised if actual experience differs
significantly from original expectations. For all other products, amortization assumptions are generally not
revised once established. Deferred acquisition costs are subject
to periodic recoverability and loss
recognition testing to determine if there is a premium deficiency. These tests ensure that the present
value of future contract-related cash flows will support the capitalized deferred acquisition cost asset.
These cash flows consist primarily of premium income, less benefits and expenses taking inflation into
account. The present value of these cash flows, less the benefit reserve, is then compared with the
unamortized deferred acquisition cost balance. In the event the estimated present value of net cash flows
is less, the deficiency would be recognized by a charge to earnings and either a reduction of unamortized
acquisition costs or an increase in the liability for future benefits, as described under the caption Future
Policy Benefits.
Advertising Costs: Costs related to advertising are generally charged to expense as incurred.
However, certain direct
response advertising costs are capitalized when there is a reliable and
demonstrated relationship between total costs and future benefits that is a direct result of incurring these
costs. Torchmark’s Direct Response advertising costs consist primarily of the production and distribution
costs of direct mail advertising materials, and when capitalized are included as a component of deferred
acquisition costs. They are amortized in the same manner as other deferred acquisition costs. Direct
response advertising costs charged to earnings and included in other operating expense were $16 million,
$16 million, and $12 million in 2012, 2011, and 2010, respectively. Capitalized advertising costs were
$1.04 billion at December 31, 2012 and $1.00 billion at December 31, 2011.
Policy Claims and Other Benefits Payable: Torchmark establishes a liability for known policy
benefits payable and an estimate of claims that have been incurred but not yet reported to the Company.
The estimate of unreported claims is based on prior experience. Torchmark makes an estimate after
careful evaluation of all information available to the Company. However, there is no certainty the stated
liability for claims and other benefits, including the estimate of unsubmitted claims, will be Torchmark’s
ultimate obligation.
Income Taxes:
Income taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement book values and tax bases of assets and liabilities. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. More information concerning income taxes is provided in Note 8—Income Taxes.
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
Property and Equipment: Property and equipment, included in “Other assets,” is reported at cost
less allowances for depreciation. Depreciation is recorded primarily on the straight line method over the
estimated useful lives of these assets which range from two to ten years for equipment and five to forty
years for buildings and improvements. Ordinary maintenance and repairs are charged to income as
incurred. Impairments, if any, are recorded when, based on events and circumstances, it becomes
evident that the fair value of the asset is less than its carrying amount. Original cost of property and
equipment was $125 million at December 31, 2012 and $119 million at December 31, 2011. Accumulated
depreciation was $79 million at year end 2012 and $71 million at the end of 2011. Depreciation expense
was $7.1 million in 2012, $6.8 million in 2011, and $6.0 million in 2010.
Asset Retirements: Certain of Torchmark’s subsidiaries own and occupy buildings containing
asbestos. These facilities are subject to regulations which could cause the Company to be required to
remove and dispose of all or part of the asbestos upon the occurrence of certain events. Otherwise, the
subsidiaries are under no obligation under the regulations. At this time, no such events under these
regulations have occurred. For this reason, the Company has not recorded a liability for this potential
obligation, as the time at which any obligation could be settled is not known. Therefore,
there is
insufficient information to estimate a fair value.
Low-Income Housing Tax Credit Interests: As of December 31, 2012, Torchmark had $285 million
invested in limited partnerships that provide low-income housing tax credits and other related Federal
income tax and state premium tax benefits to Torchmark. The carrying value of Torchmark’s investment
in these entities was $293 million at December 31, 2011. As of December 31, 2012, Torchmark was
obligated under future commitments of $67 million, which amount is included in the above carrying value.
Interests for which the return has been guaranteed by unrelated third-parties are accounted for using the
effective-yield method. The remaining interests are accounted for using the amortized-cost method.
The Federal income benefits accrued during each of the years presented, net of the amortization
associated with guaranteed interests, were recorded in “Income taxes.” Amortization associated with non-
guaranteed interests and interests providing for state premium tax benefits was reflected as a component
of “Net investment income.” All state premium tax benefits, net of the related amortization, were recorded
in “Net investment income.” At December 31, 2012, $275 million associated with the Federal interests
was included in “Other assets” with the remaining $10 million state-related interests included in “Other
invested assets.” At December 31, 2011, the comparable amounts were $281 million and $12 million,
respectively. Any unpaid commitments to invest are recorded in “Other liabilities.” In the segment
analysis, the amortization associated with the non-guaranteed interests is reflected as a component of
“Income tax expenses,” and not “Net investment income,” consistent with the treatment of the guaranteed
interests. Management views this presentation as a more accurate matching of costs with the associated
revenues with respect to the low-income housing interests.
is subject to annual
Goodwill: The excess cost of business acquired over the fair value of net assets acquired is
impairment testing based on certain procedures
reported as goodwill. Goodwill
outlined by GAAP. These procedures include a qualitative assessment as to whether it is more likely than
not that goodwill is impaired. If it is determined that an impairment is likely, the procedures then involve
measuring the carrying value of each reporting unit of Torchmark’s segments, including the goodwill of
that unit, against the estimated fair value of the corresponding unit. If the carrying value of a unit including
goodwill exceeds its estimated fair value, then the goodwill in that unit could potentially be impaired. In
that event,
further testing is required under the accounting guidance to determine the amount of
impairment, if any. If there is an impairment in the goodwill of any reporting unit, it is written down and
charged to earnings in the period of test.
Torchmark has tested its goodwill annually in each of the years 2010 through 2012. These tests,
performed in the third quarter each year, involved assigning carrying value by allocating the Company’s
net assets to each of the reporting units of Torchmark’s segments, including the portion of goodwill
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
assigned to the unit. In 2012, the qualitative assessment was employed as permitted by accounting
guidance. Based on the analyses as outlined in the guidance, it was determined that an impairment of
goodwill was not likely. In 2011 and 2010, the fair values of the various reporting units were developed.
The fair value of each reporting unit is determined using discounted expected cash flows associated with
that unit. Judgment and assumptions are used in developing the projected cash flows for the reporting
in the
units, and such estimates are subject
determination of the discount rate, which management believes to be appropriate for the risk associated
with the cash flow expectations. The fair value of each reporting unit is then measured against that
reporting unit’s corresponding carrying value. Because the estimated fair value exceeded the carrying
value, including goodwill, of each reporting unit in each period, Torchmark’s goodwill was not impaired in
any of those periods. Due to the acquisition described in Note 6—Acquisition, goodwill in the amount of
$44.7 million was acquired in 2012.
to change. The Company also exercises judgment
Treasury Stock: Torchmark accounts for purchases of treasury stock on the cost method. Issuance
of treasury stock is accounted for using the weighted-average cost method.
Settlements: During 2011, Torchmark settled a state administrative matter involving issues arising
over a period of many years. The settlement resulted in a pre-tax charge of $6.9 million ($4.5 million after
tax). Additionally in 2011, the Company accrued a liability for settlement of an insurance litigation matter
which was settled in 2012. The liability for this litigation, which arose many years ago, was $12.0 million
pretax ($7.8 million after tax). Management removes items that are related to prior periods when
evaluating the operating results of current periods. Therefore, these items are excluded in its presentation
of segment results as disclosed in Note 14—Business Segments, because accounting guidance requires
that operating segment results be presented as management views its business.
Postretirement Benefits: Torchmark accounts for
its postretirement defined benefit plans by
recognizing the funded status of those plans on its Consolidated Balance Sheets in accordance with
accounting guidance. Periodic gains and losses attributable to changes in plan assets and liabilities that
are not recognized as components of net periodic benefit costs are recognized as components of other
comprehensive income, net of tax. More information concerning the accounting and disclosures for
postretirement benefits is found in Note 9—Postretirement Benefits.
Stock Compensation: Torchmark accounts for stock-based compensation by recognizing an
expense in the financial statements based on the “fair value method.” The fair value method requires that
a fair value be assigned to a stock option or other stock grant on its grant date and that this value be
amortized over the grantees’ service period.
The fair value method requires the use of an option valuation model to value employee stock options.
Torchmark has elected to use the Black-Scholes valuation model for option expensing. A summary of
assumptions for options granted in each of the three years 2010 through 2012 is as follows:
Volatility factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
39.4% 42.3% 40.3%
1.0% 1.0% 1.3%
5.55
4.66
4.74
1.3% 2.0% 2.5%
The expected term is generally derived from Company experience. However, expected terms of
grants made under the Torchmark Corporation 2005 Incentive Plan (2005 Plan) and the 2007 Long-Term
Compensation Plan (2007 Plan), involving grants made in the years 2005 through 2010, were determined
based on the simplified method as permitted by Staff Accounting Bulletins 107 and 110. This method was
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 1—Significant Accounting Policies (continued)
used because the 2005 and 2007 Plans limited grants to a maximum contract term of seven years, and
Torchmark had no previous experience with seven-year contract terms. Prior to 2005, substantially all
grants contained ten-year terms. Because a large portion of these grants vest over a three-year period,
the Company did not have sufficient exercise history during 2010 or previous years to determine an
appropriate expected term on these grants. Beginning in 2011, all grants with seven-year terms are
based on Company experience. The Torchmark Corporation 2011 Incentive Plan replaced the previous
plans and allows for option grants with a ten-year contractual term which vest over five years in addition
to seven-year grants which vest over three years as permitted by the previous plans. The Company has
no historical experience with five-year vesting, and will therefore use the simplified method to determine
the expected term for these grants until such experience is developed. Volatility and risk-free interest
rates are assumed over a period of time consistent with the expected term of the option. Volatility is
measured on a historical basis. Monthly data points are utilized to derive volatility for periods greater than
three years. Expected dividend yield is based on current dividend yield held constant over the expected
term. Once the fair value of an option has been determined, it is amortized on a straight-line basis over
the employee’s service period for that grant (from the grant date to the date the grant is fully vested).
Torchmark management views all stock-based compensation expense as a corporate or Parent
Company expense and, therefore, presents it as such in its segment analysis (See Note 14—Business
Segments). It is included in “Other operating expense” in the Consolidated Statements of Operations.
Earnings Per Share: Torchmark presents basic and diluted earnings per share (EPS) on the face of
the Consolidated Statements of Operations. Basic EPS is computed by dividing income available to
common shareholders by the weighted average common shares outstanding for the period. Diluted EPS
is calculated by adding to shares outstanding the additional net effect of potentially dilutive securities or
contracts, such as stock options, which could be exercised or converted into common shares. For more
information on earnings per share, see Note 12—Shareholders’ Equity.
Note 2—Statutory Accounting
Life insurance subsidiaries of Torchmark are required to file statutory financial statements with state
insurance regulatory authorities. Accounting principles used to prepare these statutory financial
statements differ from GAAP. Consolidated net income and shareholders’ equity (capital and surplus) on
a statutory basis for the insurance subsidiaries were as follows:
Net Income
Year Ended December 31,
2010
2011
2012
Shareholders’ Equity
At December 31,
2011
2012
Life insurance subsidiaries . . . . . . . . . . . . . .
$484,327
$424,738
$499,440
$1,358,047 $1,273,117
The excess, if any, of shareholder’s equity of the insurance subsidiaries on a GAAP basis over that
determined on a statutory basis is not available for distribution by the insurance subsidiaries to Torchmark
without regulatory approval. Insurance subsidiaries’ statutory capital and surplus necessary to satisfy
regulatory requirements in the aggregate was $427 million at December 31, 2012. More information on
the restrictions on the payment of dividends can be found in Note 12—Shareholders’ Equity.
Torchmark’s statutory financial statements are presented on the basis of accounting practices
prescribed by the insurance department of the state of domicile of each insurance subsidiary. All states
have adopted the National Association of
(NAIC) statutory accounting
practices (NAIC SAP) as the basis for statutory accounting. However, certain states have retained the
prescribed practices of their respective insurance code or administrative code which can differ from NAIC
SAP. There are no significant differences between NAIC SAP and the accounting practices prescribed by
the states of domicile for Torchmark’s life insurance companies that affect statutory surplus.
Insurance Commissioners’
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 3—Discontinued Operations
During the third quarter of 2010, Torchmark’s subsidiary, Liberty, entered into an agreement to sell its
wholly-owned subsidiary, United Investors Life Insurance Company (United Investors), to an unaffiliated
insurance carrier. The sale was completed as of December 31, 2010. United Investors marketed primarily
term and interest-sensitive life insurance and fixed annuities. Consideration for the sale consisted of $343
million in cash at the closing, as well as post-closing proceeds receivable from the buyer of approximately
$21 million which was received in early 2011. The transaction resulted in a pretax loss of approximately
$38 million ($35 million after tax), which has been reported as a realized loss on the disposal of a
discontinued operation in 2010. Due to the sale, Torchmark’s consolidated financial statements are
presented to reflect the transactions as discontinued operations.
An analysis of income from discontinued operations is as follows:
Twelve months
ended
December 31,
2010
Premium income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized investment gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 73,675
43,787
2,850
103
Total revenue* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120,415
Policyholder benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total benefits and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,374
14,599
4,960
75,933
Pre tax income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44,482
(14,698)
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 29,784
Revenues and profitability in the indicated segment were as follows:
Twelve Months
Ended
December 31,
2010
Revenues:
Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 65,726
7,949
43,787
103
Total* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$117,565
Segment profitability (loss):
Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 22,692
(931)
22,490
(2,619)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 41,632
*
Segment revenues differ from discontinued revenues by the amount of realized investment gains/losses, which Torchmark
excludes from its consideration of ongoing operations.
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments
Portfolio Composition:
A summary of fixed maturities available for sale and equity securities by cost or amortized cost and
estimated fair value at December 31, 2012 and 2011 is as follows:
2012:
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Amount
per the
Balance
Sheet
% of Total
Fixed
Maturities*
Fixed maturities available for sale:
Bonds:
U.S. Government direct, guaranteed,
and government-sponsored
enterprises . . . . . . . . . . . . . . . . . . . . $
States, municipalities, and political
subdivisions . . . . . . . . . . . . . . . . . . .
Foreign governments . . . . . . . . . . . . .
Corporates . . . . . . . . . . . . . . . . . . . . . .
Collateralized debt obligations . . . . . .
Other asset-backed securities . . . . . .
Redeemable preferred stocks . . . . . . . .
492,928 $
1,948 $
(4,773) $
490,103 $
490,103
4%
1,283,883
33,577
9,309,408
64,622
43,560
735,428
173,649
988
1,442,638
0
3,708
43,897
(189)
0
(55,023)
(18,051)
(401)
(10,604)
1,457,343
34,565
10,697,023
46,571
46,867
768,721
1,457,343
34,565
10,697,023
46,571
46,867
768,721
11
0
79
0
0
6
Total fixed maturities . . . . . . . . . . . . . .
11,963,406
1,666,828
(89,041)
13,541,193
13,541,193
100%
Equity securities . . . . . . . . . . . . . . . . . . . . .
14,875
692
0
15,567
15,567
Total fixed maturities and equity
securities . . . . . . . . . . . . . . . . . . . . . $11,978,281 $1,667,520 $ (89,041) $13,556,760 $13,556,760
2011:
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Amount per
the Balance
Sheet
% of Total
Fixed
Maturities*
Fixed maturities available for sale:
Bonds:
U.S. Government direct, guaranteed,
and government-sponsored
enterprises . . . . . . . . . . . . . . . . . . . . $
States, municipalities, and political
subdivisions . . . . . . . . . . . . . . . . . . .
Foreign governments . . . . . . . . . . . . .
Corporates . . . . . . . . . . . . . . . . . . . . . .
Collateralized debt obligations . . . . . .
Other asset-backed securities . . . . . .
Redeemable preferred stocks . . . . . . . .
65,283 $
1,756 $
(4) $
67,035 $
67,035
1%
1,213,082
21,832
8,357,809
60,437
42,862
1,162,939
118,636
1,327
1,051,019
0
3,210
27,184
(1,896)
0
(137,908)
(30,117)
(1,392)
(67,854)
1,329,822
23,159
9,270,920
30,320
44,680
1,122,269
1,329,822
23,159
9,270,920
30,320
44,680
1,122,269
11
0
78
0
0
10
Total fixed maturities . . . . . . . . . . . . . .
10,924,244
1,203,132
(239,171)
11,888,205
11,888,205
100%
Equity securities . . . . . . . . . . . . . . . . . . . . .
14,875
2,244
(63)
17,056
17,056
Total fixed maturities and equity
securities . . . . . . . . . . . . . . . . . . . . . $10,939,119 $1,205,376 $(239,234) $11,905,261 $11,905,261
*
At fair value
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
A schedule of fixed maturities by contractual maturity at December 31, 2012 is shown below on an
amortized cost basis and on a fair value basis. Actual maturities could differ from contractual maturities
due to call or prepayment provisions.
Fixed maturities available for sale:
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from one to five years . . . . . . . . . . . . . . . . . . . . . . .
Due from five to ten years . . . . . . . . . . . . . . . . . . . . . . . .
Due from ten to twenty years . . . . . . . . . . . . . . . . . . . . .
Due after twenty years . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage-backed and asset-backed securities . . . . . . .
Amortized
Cost
Fair
Value
$
113,013
436,514
876,057
2,742,186
7,683,337
112,299
$
116,074
473,976
991,262
3,163,562
8,698,281
98,038
$11,963,406
$13,541,193
Analysis of investment operations:
Year Ended December 31,
2010
2011
2012
Net investment income is summarized as follows:
Fixed maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$691,229
1,178
30,717
2,320
311
$683,101
1,558
29,293
2,439
165
$662,202
1,183
27,248
3,064
762
Less investment expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
725,755
(32,111)
716,556
(23,528)
694,459
(18,095)
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$693,644
$693,028
$676,364
An analysis of realized gains (losses) from investments is as follows:
Realized investment gains (losses):
Fixed maturities:
Sales and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Writedowns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on redemption of debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
$ 47,345
(5,600)
0
(4,109)
197
$ 27,790
(20)
0
0
(1,866)
$ 43,022
(4,850)
1
(1,646)
813
Applicable tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,833
(13,242)
25,904
(9,066)
37,340
(13,070)
Realized gains (losses) from investments, net of tax . . . . . . . . . . . . . . . . . . . . .
$ 24,591
$ 16,838
$ 24,270
An analysis of the net change in unrealized investment gains (losses) is as
follows:
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed maturities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,489) $
(98) $
613,826
856,424
432
562,921
Net change in unrealized gains (losses) on securities . . . . . . . . . . . . . . . . . . . .
$612,337
$856,326
$563,353
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
Additional information about securities sold is as follows:
Fixed maturities:
At December 31,
2011
2012
2010
Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $345,601 $236,662* $314,904**
Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,249
(24,323)
29,821
(13,361)
40,851
(2,477)
Equities:
Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
0
0
0
0
1
1
0
Includes $12.3 million of unsettled trades
*
** Proceeds from sales including discontinued operations were $326 million in 2010.
Fair value measurements: The following tables represent the fair value of assets measured on a
recurring basis at December 31, 2012 and 2011:
Description
Fixed maturities available for sale:
Bonds:
U.S. Government direct, guaranteed, and
Fair Value Measurements at December 31, 2012 Using:
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total Fair
Value
government-sponsored enterprises . . . . . . . . .
$
0
$
490,103
$
0
$
490,103
States, municipalities and political
subdivisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign governments . . . . . . . . . . . . . . . . . . . . . . .
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateralized debt obligations . . . . . . . . . . . . . . .
Other asset-backed securities . . . . . . . . . . . . . . . .
Redeemable preferred stocks . . . . . . . . . . . . . . . . . . . .
Total fixed maturities . . . . . . . . . . . . . . . . . . . . . . .
0
0
31,976
0
0
128,473
160,449
1,457,343
34,565
10,443,526
0
38,886
630,697
13,095,120
0
0
221,521
46,571
7,981
9,551
285,624
1,457,343
34,565
10,697,023
46,571
46,867
768,721
13,541,193
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total fixed maturities and equity securities . . . . .
14,828
$175,277
0
$13,095,120
739
$286,363
15,567
$13,556,760
Percent of total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3%
96.6%
2.1%
100%
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
Fair Value Measurements at December 31, 2011 Using:
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total Fair
Value
Description
Fixed maturities available for sale: . . . . . . . . . . . . . . . . . . . .
Bonds:
U.S. Government direct, guaranteed, and
government-sponsored enterprises . . . . . . . . .
$
States, municipalities, and political
`
0
subdivisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign governments . . . . . . . . . . . . . . . . . . . . . . .
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateralized debt obligations . . . . . . . . . . . . . . .
Other asset-backed securities . . . . . . . . . . . . . . . .
Redeemable preferred stocks . . . . . . . . . . . . . . . . . . . .
Total fixed maturities . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total fixed maturities and equity securities . . . . .
0
0
28,092
0
0
217,613
245,705
16,346
$262,051
$
67,035
$
0
$
67,035
1,329,822
23,159
9,231,578
0
37,558
904,656
11,593,808
0
$11,593,808
0
0
11,250
30,320
7,122
0
48,692
710
$49,402
1,329,822
23,159
9,270,920
30,320
44,680
1,122,269
11,888,205
17,056
$11,905,261
Percentage of total . . . . . . . . . . . . . . . . . . . . . . . . .
2.2%
97.4%
0.4%
100.0%
The following table represents changes in assets measured at fair value on a recurring basis using
significant unobservable inputs (Level 3).
Analysis of Changes in Fair Value Measurements Using
Significant Unobservable Inputs (Level 3)
Asset-
backed
securities
Collateralized
debt
Obligations Corporates* Other
Total
Balance at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,981
$18,037
$ 71,764
$ 5,836 $103,618
Total gains or losses:
Included in realized gains/losses . . . . . . . . . . . . . . . . . . . . . .
Included in other comprehensive income . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
255
0
(194)
0
0
(1,712)
2,445
0
2,333
1,353
0
1,504
14,711
(5,862)
2,536
0
(10,980)
708
(534)
(2,331)
(1)
0
(3,008)
500
16,877
(8,193)
4,674
1,353
(13,988)
Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,042
22,456
73,673
670 $104,841
Total gains or losses:
Included in realized gains/losses . . . . . . . . . . . . . . . . . . . . . .
Included in other comprehensive income . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
(714)
0
(206)
0
0
0
3,952
0
2,470
1,442
0
(12,542)
14,578
(13,875)
1,302
0
(51,886)
0
40
0
0
0
0
(12,542)
17,856
(13,875)
3,566
1,442
(51,886)
Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,122
30,320
11,250
710
49,402
Total gains or losses:
Included in realized gains/losses . . . . . . . . . . . . . . . . . . . . . .
Included in other comprehensive income . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
1,078
0
0
(219)
0
0
0
12,067
0
0
2,648
1,536
0
1,482
3,600
183,676
(13,429)
699
0
43,794
0
29
0
0
0
0
0
1,482
16,774
183,676
(13,429)
3,128
1,536
43,794
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,981
$46,571
$231,072
$
739 $286,363
*
**
Includes redeemable preferred stocks
Includes capitalized interest and foreign exchange adjustments.
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
The collateral underlying collateralized debt obligations for which fair values are reported as Level 3
consists primarily of trust preferred securities issued by banks and insurance companies. None of the
collateral is subprime or Alt-A mortgages (loans for which the typical documentation was not provided by
the borrower). Acquisitions in 2012 are comprised of private-placement fixed maturities managed by an
unaffiliated third-party.
Quantitative Information about Level 3
Fair Value Measurements
As of December 31, 2012
Fair Value
Valuation
Techniques
Unobservable
Input
Range
Weighted
Average
Collateralized debt obligations . . . . . $ 46,571 Discounted
cash flows
182,946 Discounted
cash flows
56,846 Third-party
Private placement fixed maturities . .
Other investments . . . . . . . . . . . . . . .
Discount
rate
Credit
rating
15%
15%
BBB-to BBB+
BBB
pricing without
adjustment
N/A
N/A
N/A
$286,363
Collateralized debt obligations are valued at the present value of expected future cash flows using an
unobservable discount rate. Expected cash flows are determined by scheduling the projected repayment
of the collateral assuming no future defaults, deferrals, or recoveries. The discount rate is risk-adjusted to
take these items into account. A significant increase (decrease) in the discount rate will produce a
significant decrease (increase) in fair value. Additionally, a significant increase (decrease) in the cash flow
expectations would result in a significant increase (decrease) in fair value. The private placements are
also valued based on discounted cash flows, resulting from the contractual cash flows discounted by a
yield determined as a treasury benchmark adjusted for a credit spread. The credit spread is developed
from observable indices for similar public fixed maturities and unobservable indices for private fixed
maturities for corresponding credit ratings. However, the credit ratings for the private placements are
unobservable inputs, and are assigned by the third party provider based on a quantitative and qualitative
assessment of the credit underwritten. A higher (lower) credit rating would result in a higher (lower)
valuation. For more information regarding valuation procedures, please refer to Note 1 — Significant
Accounting Policies under the caption Fair Value Measurements, Investments in Securities.
The following table presents transfers in and out of each of the valuation levels of fair values.
Level 1 . . . . . . . .
Level 2 . . . . . . . .
Level 3 . . . . . . . .
In
$48,536
0
43,794
2012
Out
Net
In
2011
Out
Net
In
2010
Out
Net
$
0
(92,330)
0
$ 48,536
(92,330)
43,794
$
0
51,886
0
$
0
0
(51,886)
$
0
51,886
(51,886)
$
54
18,836
0
$ (4,848)
(54)
(13,988)
$ (4,794)
18,782
(13,988)
Transfers into Level 2 from Level 3 result from the availability of observable market data when a
security is valued at the end of a period. Transfers into Level 3 occur when there is a lack of observable
market information. Transfers into Level 1 from Level 2 occur when direct quotes are available; transfers
from Level 1 into Level 2 result when only observable market data and no direct quotes are available.
Other-than-temporary impairments: Torchmark has determined that certain of its holdings in fixed
maturity investments were other-than-temporarily impaired during the three years ended December 31,
2012. The following table presents the writedowns recorded due to these impairments in accordance with
accounting guidance and whether the writedown was charged to earnings or other comprehensive income.
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
Writedowns for Other-Than-Temporary Impairments
2012
2011
2010
Net
Income
Other
Comprehensive
Income
Net
Income
Other
Comprehensive
Income
Net
Income
Other
Comprehensive
Income
Collateralized debt
obligations . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . .
$
0
5,600
Total pre-tax . . . . . . . . . . . . . .
$5,600
After tax . . . . . . . . . . . . . .
$3,640
$0
0
$0
$0
$
$
$
0
20
20
13
$
$
$
0
0
0
0
$ 1,712
3,138
$ 4,850
$ 3,152
$
$
$
0
0
0
0
As of year end 2012, previously written down securities remaining in the portfolio were carried at a
fair value of $48 million. Otherwise, as of December 31, 2012, Torchmark has no information available to
cause it to believe that any of its investments are other-than-temporarily impaired. Torchmark has the
ability and intent to hold these investments to recovery, and does not intend to sell nor expects to be
required to sell its other impaired securities.
Bifurcated credit losses result when there is an other-than-temporary impairment for which a portion
of the loss is recognized in other comprehensive income. Torchmark’s balances related to bifurcated
credit loss positions included in other comprehensive income were $22 million at December 31, 2012,
December 31, 2011, and December 31, 2010. There was no change in this balance since January 1,
2010.
Unrealized gain/loss analysis. As conditions in financial markets have improved since 2009,
unrealized gains in the portfolio have occurred and losses have declined. Net unrealized losses on fixed
maturities of $455 million at December 31, 2009 became net unrealized gains of $108 million at
December 31, 2010. During 2011, net unrealized gains rose to $964 million at December 31, 2011 and to
$1.6 billion at December 31, 2012. At December 31, 2012, investments in securities in the financial sector
were in a $339 million unrealized gain position compared with an unrealized gain position of $14 million at
December 31, 2011. Investments in securities in the other sectors had net unrealized gains of $1.2 billion
in 2012 and $950 million in 2011. The following tables disclose gross unrealized investment losses by
class of
investment at December 31, 2012 and December 31, 2011. Torchmark considers these
investments to be only temporarily impaired.
ANALYSIS OF GROSS UNREALIZED INVESTMENT LOSSES
At December 31, 2012
Description of Securities
Fixed maturities available for sale:
Bonds:
U.S. Government direct, guaranteed, and
Less than
Twelve Months
Twelve Months
or Longer
Total
Fair
Value
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
government-sponsored enterprises . . . . . . . . . . $ 316,596
26,206
0
761,477
0
7,940
44,132
States, municipalities and political subdivisions . .
Foreign governments . . . . . . . . . . . . . . . . . . . . . . . .
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateralized debt obligations . . . . . . . . . . . . . . . .
Other asset-backed securities . . . . . . . . . . . . . . . .
Redeemable preferred stocks . . . . . . . . . . . . . . . . .
$ (4,770)
(189)
0
(15,339)
0
(88)
(310)
$
199
0
0
343,987
46,446
7,981
171,852
$
(3) $ 316,795
26,206
0
0
0
1,105,464
(39,684)
46,446
(18,051)
15,921
(313)
215,984
(10,294)
$ (4,773)
(189)
0
(55,023)
(18,051)
(401)
(10,604)
Total fixed maturities . . . . . . . . . . . . . . . . . . . . . . . .
1,156,351
(20,696)
570,465
(68,345)
1,726,816
(89,041)
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
0
0
0
0
Total fixed maturities and equity securities . . . . . . $1,156,351
$(20,696)
$570,465
$(68,345) $1,726,816
$(89,041)
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
ANALYSIS OF GROSS UNREALIZED INVESTMENT LOSSES
At December 31, 2011
Description of Securities
Fixed maturities available for sale:
Bonds:
Less than
Twelve Months
Twelve Months
or Longer
Total
Fair
Value
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
U.S. Government direct, guaranteed, and
government-sponsored enterprises . . . . . . . . . . . . $
States, municipalities and political subdivisions . . . .
Foreign governments . . . . . . . . . . . . . . . . . . . . . . . . .
Corporates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateralized debt obligations . . . . . . . . . . . . . . . . . .
Other asset-backed securities . . . . . . . . . . . . . . . . . .
Redeemable preferred stocks . . . . . . . . . . . . . . . . . .
279
0
0
585,265
0
0
205,449
$
(3) $
0
0
(38,249)
0
0
(14,250)
34 $
(1) $
313 $
17,609
0
612,338
30,320
7,122
367,450
(1,896)
0
(99,659)
(30,117)
(1,392)
(53,604)
17,609
0
1,197,603
30,320
7,122
572,899
(4)
(1,896)
0
(137,908)
(30,117)
(1,392)
(67,854)
Total fixed maturities . . . . . . . . . . . . . . . . . . . . . . . . . .
790,993
(52,502)
1,034,873
(186,669)
1,825,866
(239,171)
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386
(63)
0
0
386
(63)
Total fixed maturities and equity securities . . . . . . . . $791,379
$(52,565) $1,034,873 $(186,669) $1,826,252 $(239,234)
Additional information about investments in an unrealized loss position is as follows:
Number of issues (Cusip numbers) held:
As of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
117
95
93
Less than
Twelve
Months
Twelve
Months
or Longer
Total
290
210
Torchmark’s entire fixed-maturity and equity portfolio consisted of 1,630 issues at December 31,
2012 and 1,373 issues at December 31, 2011. The weighted-average quality rating of all unrealized loss
positions as of December 31, 2012 was BBB+, compared with BBB- a year earlier. The weighted-average
quality ratings are based on amortized cost.
Other investment information:
Other long-term investments consist of the following:
Mortgage loans, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment real estate, at depreciated cost . . . . . . . . . . . . . . . . .
Low-income housing interests . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateral loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2012
2011
$
514
2,816
9,875
0
5,334
$
551
3,165
12,188
7,598
2,665
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$18,539
$26,167
The fair value for mortgages was approximately $0.5 million at December 31, 2012 and $0.6 million
at December 31, 2011. The fair value for collateral loans was approximately $7 million at December 31,
2011. Accumulated depreciation on investment real estate was $2.1 million at December 31, 2012 and
$1.8 million at December 31, 2011.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 4—Investments (continued)
Torchmark had $125 thousand in fixed maturities at book value ($150 thousand at fair value) that
were non-income producing during the twelve months ended December 31, 2012. Torchmark had
$2.6 million in investment real estate at December 31, 2012 which was non-income producing during the
previous twelve months. Torchmark did not have any other invested assets that were non-income
producing during the twelve months ended December 31, 2012.
Note 5—Deferred Acquisition Costs
An analysis of deferred acquisition costs is as follows:
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,916,732
$2,869,546
$2,810,507
2012
2011
2010
Additions:
Deferred during period:
Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Value of insurance purchased during year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustment
Adjustment attributable to unrealized investment losses(1) . . . . . . . . .
Total additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
312,581
168,237
480,818
175,257
3,557
7,234
666,866
283,961
157,864
441,825
0
0
0
441,825
291,562
149,351
440,913
0
5,055
0
445,968
Deductions:
Amortized during period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustment
Adjustment attributable to unrealized investment gains(1)
. . . . . . . . .
Total deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(385,167)
0
0
(385,167)
(364,583)
(1,765)
(28,291)
(394,639)
(362,390)
0
(24,539)
(386,929)
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,198,431
$2,916,732
$2,869,546
(1) Represents amounts pertaining to investments relating to universal life-type products.
In the event of lapses or early withdrawals in excess of those assumed, deferred acquisition costs
may not be recoverable.
Note 6—Acquisition
On November 1, 2012, Torchmark acquired all of the outstanding common stock of Family Heritage
Life Insurance Company of America (Family Heritage), a privately-held supplemental health insurance
provider. The purchase price was approximately $234 million, including post-closing adjustments and the
assumption of $20 million par value of debt in the form of trust preferred securities issued by Family
Heritage’s previous parent company ($20 million fair value at the purchase date). The balance of the
purchase price of approximately $214 million was funded primarily with cash provided from borrowings as
described in Note 11—Debt.
Family Heritage was founded in 1989 and is headquartered in Cleveland, Ohio. It is a specialty
insurer focused primarily on selling protection-oriented individual supplemental health insurance products
through a captive agency force. Torchmark believes that Family Heritage is an excellent
fit with
Torchmark’s existing insurance business, given that Family Heritage’s operations are consistent with
Torchmark’s strategy of selling basic protection products in relatively non-competitive markets through
controlled distribution channels. Acquisition expenses in connection with the transaction charged to
Torchmark’s earnings in 2012 were $2.9 million ($1.9 million after tax). These costs were included as
“Other operating expense” in the Consolidated Statement of Operations for 2012.
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 6—Acquisition (continued)
The acquisition was accounted for under the purchase method of accounting as required by
accounting guidance. This guidance requires that the total purchase price be allocated to the assets
acquired and liabilities assumed based on their fair values at
the acquisition date. The results of
operations since the acquisition date have been consolidated. A summary of the net assets acquired is as
follows:
Fair Value as of
November 1, 2012
Assets acquired:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Value of insurance purchased . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities assumed:
Policy liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . .
$591,947
27,323
175,257
44,700
45,573
884,800
643,306
7,747
651,053
Total net assets acquired . . . . . . . . . . . . . . . . . . . .
$233,747
The amount recorded as the value of insurance purchased at November 1, 2012, represents the
difference between the fair value of the contractual insurance assets acquired and liabilities assumed and
the assets and liabilities measured in accordance with the Company’s accounting policies for insurance
contracts that it issues or holds in accordance with GAAP. The fair value of this asset was determined
based on an actuarial analysis performed by management. The value of insurance purchased is included
with “Deferred acquisition costs” on the Consolidated Balance Sheets and will be amortized in proportion
with the premium income of the acquired insurance business in accordance with accounting guidance.
No goodwill related to the acquisition is expected to be deductible for tax purposes. Because the
operations of Family Heritage will be considered a part of Torchmark’s health segment, goodwill arising
from the transition will be assigned to that reporting group.
During the two-month period commencing on the purchase date of November 1, 2012 and ending
December 31, 2012, Family Heritage had revenues of $33 million and net income of $3.1 million included
in Torchmark’s 2012 Consolidated Statement of Operations.
The table below presents supplemental unaudited pro forma information for 2012 and 2011 as if the
Family Heritage acquisition were completed on January 1, 2011, based on estimates and assumptions
considered appropriate:
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted share . . . . . . . . . . . . .
$197,174
13,220
0.14
$180,155
12,107
0.11
Year Ended December 31,
2012
2011
The supplemental unaudited pro forma information above is presented for informational purposes
only and is not necessarily indicative of the results of operations that actually would have been achieved
had the acquisition been consummated as of that time, nor is it intended to be a projection of future
results.
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 7—Liability for Unpaid Health Claims
Activity in the liability for unpaid health claims is summarized as follows:
Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of Family Heritage . . . . . . . . . . . . . . . . . . . . . . . . . .
Incurred related to:
Current year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paid related to:
Current year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2010
2011
2012
$103,517
11,700
$100,598
0
$104,346
0
704,934
(17,531)
628,137
(10,644)
661,740
(19,424)
687,403
617,493
642,316
627,495
70,255
538,910
75,664
577,875
68,189
Total paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
697,750
614,574
646,064
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$104,870
$103,517
$100,598
At the end of each period, the liability for unpaid health claims includes an estimate of claims incurred
but not yet reported to the Company. Such estimates are updated regularly based upon the Company’s
most recent claims data with recognition of emerging experience trends. Because of the nature of the
Company’s health business, the payment lags are relatively short and most claims are fully paid within a
year from the time incurred. Fluctuations in claims experience can lead to either over- or under-estimation
of the liability for any given year. The difference between the estimate made at the end of the prior period
and the actual experience during the period is reflected above under the caption “Incurred related to: Prior
years.”
Claims paid in each of the years 2010 through 2012 were settled for amounts less than anticipated
when estimated at the previous year end. The most significant components of these favorable variances
were in Torchmark’s UA Independent, Liberty National Branch, and Medicare Part D distribution
channels. The Company’s estimates at each point have reflected the emerging data and trends. In the
Medicare Part D channel, the Company is required to estimate claim discounts that will be received from
drug manufacturers. In each of the years 2010 through 2012, the discounts from the drug manufacturers
received in the current year but related to prior year claims were higher than anticipated when the claim
liability was determined.
The liability for unpaid health claims is included with “Policy claims and other benefits payable” on the
Consolidated Balance Sheets.
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 8—Income Taxes
Torchmark and its subsidiaries file a life-nonlife consolidated Federal income tax return.
The components of income taxes were as follows:
Year Ended December 31,
2010
2011
2012
Income tax expense from continuing operations . . . . . . . . . . . . . . . . . . . . $236,669 $226,166 $246,475
Income tax expense (benefit) from discontinued operations . . . . . . . . . .
11,830
Shareholders’ equity:
(467)
0
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax basis compensation expense (from the exercise of stock options
and vesting of restricted stock awards) in excess of amounts
recognized for financial reporting purposes . . . . . . . . . . . . . . . . . . . .
201,950
284,355
184,305
(22,602)
(13,121)
(3,455)
$416,017 $496,933 $439,155
Income tax expense from continuing operations consists of:
Year Ended December 31,
2010
2011
2012
Current income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $161,332 $169,500 $147,346
99,129
Deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,337
56,666
$236,669 $226,166 $246,475
In each of the years 2010 through 2012, deferred income tax expense was incurred because of
certain differences between net income before income taxes as reported on the Consolidated Statements
of Operations and taxable income as reported on Torchmark’s income tax returns. As explained in Note
1—Significant Accounting Policies, these differences caused the financial statement book values of some
assets and liabilities to be different from their respective tax bases.
The effective income tax rate differed from the expected 35% rate as shown below:
2012
Year Ended December 31,
%
2011
%
2010
%
Expected income taxes . . . . . . . . . . . . . . . . . . . . . . $268,098 35.0% $253,324 35.0% $262,700 35.0%
Increase (reduction) in income taxes resulting
from:
Tax-exempt investment income . . . . . . . . . . . . .
Low income housing investments . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,506)
(28,877)
954
(.4)
(3.8)
.1
(3,468)
(.5)
(24,258) (3.4)
.1
568
(3,371)
(12,900)
46
(.5)
(1.7)
0
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . $236,669 30.9% $226,166 31.2% $246,475 32.8%
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 8—Income Taxes (continued)
The tax effects of temporary differences that gave rise to significant portions of the deferred tax
assets and deferred tax liabilities are presented below:
Deferred tax assets:
Fixed maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Carryover of tax losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2012
2011
22,387 $
14,177
4,084
40,648
35,670
7,429
5,509
48,608
Deferred tax liabilities:
Unrealized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee and agent compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Future policy benefits, unearned and advance premiums, and policy claims . . . . . . . . . .
481,804
65,877
791,254
311,366
276,591
57,136
712,974
355,825
Total gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,650,301
1,402,526
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,609,653 $1,353,918
Torchmark’s Federal income tax returns are routinely audited by the Internal Revenue Service (IRS).
The IRS is currently examining Torchmark’s 2009 tax year. The statutes of limitation for the assessments
of additional tax are closed for all tax years prior to 2008. Management believes that adequate provision
has been made in the financial statements for any potential assessments that may result from current or
future tax examinations and other tax-related matters for all open tax years.
Torchmark has net operating loss carryforwards of approximately $41 million at December 31, 2012
which will begin to expire in 2021 if not otherwise used to offset future taxable income. A valuation
allowance is to be provided when it is more likely than not that deferred tax assets will not be realized by
the Company. No valuation allowance has been recorded relating to Torchmark’s deferred tax assets
since, in management’s judgment, Torchmark will more likely than not have sufficient taxable income in
future periods to fully realize its existing deferred tax assets.
Torchmark’s tax liability is adjusted to include the provision for uncertain tax positions taken or
expected to be taken in a tax return. A reconciliation of the beginning and ending amount of unrecognized
tax benefits (excluding effects of accrued interest, net of Federal tax benefits) for the years 2010 through
2012 is as follows:
Balance at January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase based on tax positions taken in current period . . . . . . . . . . . . .
Increase related to tax positions taken in prior periods . . . . . . . . . . . . . .
Decrease related to tax positions taken in prior periods . . . . . . . . . . . . . .
Decrease due to settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012
2011
2010
$0
0
0
0
0
$0
$ 875 $ 3,960
245
280
(3,610)
0
0
0
(875)
0
$
0 $
875
Torchmark’s continuing practice is to recognize interest and/or penalties related to income tax
matters in income tax expense. The Company recognized interest income of $56 thousand, $0, and $124
income tax benefits, in its Consolidated Statements of Operations for 2012,
thousand, net of Federal
2011, and 2010, respectively. The Company had an accrued interest receivable of $0 and $2.7 million,
net of Federal income tax expense, as of 2012 and 2011, respectively. The Company had no accrued
penalties at December 31, 2012 or 2011.
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits
Pension Plans: Torchmark has noncontributory retirement benefit plans and contributory savings
plans which cover substantially all employees. There are also two nonqualified, noncontributory
supplemental benefit pension plans which cover a limited number of employees. The total cost of these
retirement plans charged to operations was as follows:
Year Ended
December 31,
Defined Contribution
Plans
Defined Benefit
Pension Plans
2012 . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . .
$3,668
3,552
3,617
$26,007
20,952
18,948
Torchmark accrues expense for the defined contribution plans based on a percentage of
the
employees’ contributions. The plans are funded by the employee contributions and a Torchmark
to the amount of accrued expense. Plan contributions are both mandatory and
contribution equal
discretionary, depending on the terms of the plan.
Cost for the defined benefit pension plans has been calculated on the projected unit credit actuarial
cost method. All plan measurements for the defined benefit plans are as of December 31 of
the
respective year. The defined benefit pension plans covering the majority of employees are funded.
Contributions are made to funded pension plans subject
to minimums required by regulation and
maximums allowed for tax purposes. Defined benefit plan contributions were $8.2 million in 2012,
$8.6 million in 2011, and $13 million in 2010. Torchmark estimates as of December 31, 2012 that it will
contribute an amount not to exceed $20 million to these plans in 2013. The actual amount of contribution
may be different from this estimate.
Torchmark has a Supplemental Executive Retirement Plan (SERP), which provides to a limited
number of executives an additional supplemental defined pension benefit. The supplemental benefit is
based on the participant’s qualified plan benefit without consideration to the regulatory limits on
compensation and benefit payments applicable to qualified plans, except that eligible compensation is
capped at $1 million. The SERP is unfunded. However, life insurance policies on the lives of plan
participants have been established for this plan with an unaffiliated insurance carrier. The premiums for
this coverage paid in 2012 were $1.7 million and in 2011 were $3.9 million. The cash value of these
policies at December 31, 2012 was $18 million and was $16 million a year earlier. Additionally, a Rabbi
Trust was established for this plan in 2010 in the amount of $21 million to support the liability for this plan.
Additional deposits of $5 million in 2012 and $5 million in 2011 were added to this trust as an investment
account was established in 2011. Investments consist of exchange traded funds. As of December 31,
2012, the combined value of the insurance policies and the trust investments was $54 million, compared
with $43 million a year earlier. Because this plan is unqualified, the Rabbi Trust and the policyholder value
of these policies are not included as defined benefit plan assets but as assets of the Company. They are
included with “Other Assets” in the Consolidated Balance Sheets. The liability for this SERP at
December 31, 2012 was $59 million and was $47 million a year earlier.
The other supplemental benefit pension plan is limited to a very select group of employees and was
closed as of December 31, 1994. It provides the full benefits that an employee would have otherwise
received from a defined benefit plan in the absence of the limitation on benefits payable under a qualified
plan. This plan is unfunded. Liability for this closed plan was $3 million at both December 31, 2012 and
2011. Pension cost for both supplemental defined benefit plans is determined in the same manner as for
the qualified defined benefit plans.
82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits (continued)
Plan assets in the funded plans consist primarily of investments in marketable fixed maturities and
equity securities and are valued at fair value. Torchmark measures the fair value of its financial assets,
including the assets in its benefit plans, in accordance with accounting guidance which establishes a
hierarchy for asset values and provides a methodology for the measurement of value. Please refer to
Note 1—Significant Accounting Policies under the caption Fair Value Measurements, Investments in
Securities for a complete discussion of valuation procedures. The following table presents the assets of
Torchmark’s defined benefit pension plans for the years ended December 31, 2012 and 2011.
Pension Assets by Component at December 31, 2012
Fair Value Determined by:
Quoted Prices
in Active
Markets for
Identical
Assets (Level 1)
Significant
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
Amount
% to
Total
Equity securities:
Financial . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer, Non-Cyclical . . . . . . . . . . . . .
Technology . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Industrial
General merchandise stores . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Total equity securities . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . .
Other bonds . . . . . . . . . . . . . . . . . . . . . . . . .
Guaranteed annuity contract* . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26,174
15,894
13,332
10,353
11,197
12,883
89,833
4,292
2,218
2,169
$165,525
327
13,277
$ 26,174
15,894
13,332
10,353
11,197
12,883
89,833
169,817
327
13,277
2,218
2,169
9%
6
5
4
4
4
32
61
0
5
1
1
Grand Total . . . . . . . . . . . . . . . . . . . . . . . . .
$98,512
$179,129
$0
$277,641
100%
*
Annuity contract issued by a Torchmark subsidiary
Pension Assets by Component at December 31, 2011
Fair Value Determined by:
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
Amount
% to
Total
Equity securities:
Financial . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer, Non-Cyclical . . . . . . . . . . . .
Technology . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . .
General merchandise stores . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity securities . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . .
Other bonds . . . . . . . . . . . . . . . . . . . . . . . .
Guaranteed annuity contract* . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$24,255
14,866
13,184
11,491
8,119
7,544
79,459
6,661
3,767
1,989
$153,098
348
12,745
$ 24,255
14,866
13,184
11,491
8,119
7,544
79,459
159,759
348
12,745
3,767
1,989
9%
6
5
5
3
3
31
62
0
5
1
1
Grand Total
. . . . . . . . . . . . . . . . . . . . . . . .
$91,876
$166,191
$ 0
$258,067
100%
*
Annuity contract issued by a Torchmark subsidiary
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits (continued)
Torchmark’s investment objectives for its plan assets include preservation of capital, preservation of
purchasing power, and long-term growth. Torchmark seeks to preserve capital through investments made
in high quality securities with adequate diversification by issuer and industry sector to minimize risk. The
portfolio is monitored continuously for changes in quality and diversification mix. The preservation of
purchasing power is intended to be accomplished through asset growth, exclusive of contributions and
withdrawals, in excess of the rate of inflation. Torchmark intends to maintain investments that when
combined with future plan contributions will produce adequate long-term growth to provide for all plan
obligations. The Company’s expectation for the portfolio is to achieve a compound total rate of return of
3% in excess of the inflation rate, to be reviewed on a three-year basis. It is also Torchmark’s objective
that the portfolio’s investment return will meet or exceed the return of a balanced market index.
The majority of the securities in the portfolio are highly marketable so that there will be adequate
liquidity to meet projected payments. There are no specific policies calling for asset durations to match
those of benefit obligations.
Allowed investments are limited to equities, fixed maturities, and short-term investments (invested
cash). There is also a guaranteed annuity contract to fund the obligations of the American Income
Pension Plan. The assets are to be invested in a mix of equity and fixed income investments that best
serve the objectives of the pension plan. Factors to be considered in determining the asset mix include
funded status, annual pension expense, annual pension contributions, and balance sheet liability. Equities
include common and preferred stocks, securities convertible into equities, mutual funds that invest in
equities, and other equity-related investments. Equities must be listed on major exchanges and adequate
market liquidity is required. Fixed maturities consist of marketable debt securities rated investment grade
at purchase by a major rating agency. Short-term investments include fixed maturities with maturities less
than one year and invested cash. Short-term investments in commercial paper must be rated at least A-2
by Standard & Poor’s with the issuer rated investment grade. Invested cash is limited to banks rated A or
higher. Investments outside of the aforementioned list are not permitted, except by prior approval of the
Plan’s Trustees. At December 31, 2012, there were no restricted investments contained in the portfolio.
Plan contributions have been invested primarily in fixed maturities during the three years ending
December 31, 2012.
The investment portfolio is to be well diversified to avoid undue exposure to a single sector, industry,
business, or security. The equity and fixed-maturity portfolios are not permitted to invest in any single
issuer that would exceed 10% of total plan assets at the time of purchase. Torchmark does not employ
any other special risk management techniques, such as derivatives, in managing the pension investment
portfolio.
The following table discloses the assumptions used to determine Torchmark’s pension liabilities and
costs for the appropriate periods. The discount and compensation increase rates are used to determine
current year projected benefit obligations and subsequent year pension expense. The long-term rate of
return is used to determine current year expense. Differences between assumptions and actual
experience are included in actuarial gain or loss.
Weighted Average Pension Plan Assumptions
For Benefit Obligations at December 31:
2012
2011
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of Compensation Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.18% 5.09%
4.40
4.04
For Periodic Benefit Cost for the Year:
2012
2011
2010
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected Long-Term Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of Compensation Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.09% 5.77% 6.31%
7.24
7.20
4.00
4.04
7.24
3.79
84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits (continued)
The discount rate is determined based on the expected duration of plan liabilities. A yield is then
derived based on the current market yield of a hypothetical portfolio of higher-quality corporate bonds
which match the liability duration. The rate of compensation increase is projected based on Company
experience, modified as appropriate for future expectations. The expected long-term rate of return on plan
assets is management’s best estimate of the average rate of earnings expected to be received on the
assets invested in the plan over the benefit period. In determining this assumption, consideration is given
to the historical rate of return earned on the assets, the projected returns over future periods, and the
spread between the long-term rate of return on plan assets and the discount rate used to compute benefit
obligations.
Net periodic pension cost for the defined benefit plans by expense component was as follows:
Year Ended December 31,
2010
2011
2012
Service cost—benefits earned during the period . . . . . . . . . . .
Interest cost on projected benefit obligation . . . . . . . . . . . . . . .
Expected return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,215
16,796
(17,114)
15,110
$ 9,277
16,106
(16,068)
11,637
$ 8,174
15,392
(15,025)
10,407
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 26,007
$ 20,952
$ 18,948
An analysis of the impact on other comprehensive income (loss) concerning pensions and other
postretirement benefits is as follows:
Balance at January 1 . . . . . . . . . . . .
Amortization of:
Prior service cost . . . . . . . . . . . . .
Net actuarial (gain) loss . . . . . . . .
Transition obligation . . . . . . . . . .
Total amortization . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . .
Experience gain(loss) . . . . . . . . . . .
2012
$(119,863)
2011
$(105,903)
2010
$ (93,674)
2,146
12,653
0
14,799
(3,452)
(59,613)
2,080
10,071
(5)
12,146
0
(26,106)
2,098
8,766
(7)
10,857
0
(23,086)
Balance at December 31 . . . . . . . .
$(168,129)
$(119,863)
$(105,903)
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits (continued)
The following table presents a reconciliation from the beginning to the end of the year of the
projected benefit obligation and plan assets for pensions. This table also presents the amounts previously
recognized as a component of accumulated other comprehensive income.
Pension Benefits
For the year ended
December 31,
2012
2011
Changes in benefit obligation:
Obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 331,609
11,215
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
16,796
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67,949
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,452
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,100)
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
414,921
Obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$285,560
9,277
16,106
34,515
0
(13,849)
331,609
Changes in plan assets:
Fair value at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258,067
27,493
8,181
(16,100)
277,641
236,893
26,439
8,584
(13,849)
258,067
Funded status at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(137,280) $ (73,542)
Amounts recognized in accumulated other comprehensive income
consist of:
Net loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 156,567
7,752
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
Transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amounts recognized at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 164,319
$111,964
6,446
0
$118,410
The portion of other comprehensive income that is expected to be reflected in pension expense in
2013 is as follows:
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . $ 2,276
15,888
Amortization of net loss (gain) . . . . . . . . . . . . . . . . . . . . . . . .
0
Amortization of transition obligation . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,164
The accumulated benefit obligation (ABO) for Torchmark’s funded defined benefit pension plans was
$321 million and $263 million at December 31, 2012 and 2011, respectively. In the unfunded plans, the
ABO was $52 million and $39 million at December 31, 2012 and 2011, respectively.
Torchmark has estimated its expected pension benefits to be paid over the next ten years as of
December 31, 2012. These estimates use the same assumptions that measure the benefit obligation at
December 31, 2012, taking estimated future employee service into account. Those estimated benefits are
as follows:
For the year(s)
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 14,194
15,394
17,118
18,436
19,910
120,779
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits (continued)
Postretirement Benefit Plans Other Than Pensions: Torchmark provides a small postretirement life
insurance benefit for most retired employees, and also provides additional postretirement life insurance
benefits for certain key employees. The majority of the life insurance benefits are accrued over the
working lives of active employees. Otherwise, Torchmark does not provide postretirement benefits other
than pensions and the life insurance benefits described above.
Torchmark’s post-retirement defined benefit plans other than pensions are not funded. Liabilities for
these plans are measured as of December 31 for the appropriate year.
The components of net periodic postretirement benefit cost for plans other than pensions are as
follows:
Year Ended December 31,
2011
2010
2012
Service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost on benefit obligation . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . .
Recognition of net actuarial (gain) loss . . . . . . . . . . . . . . .
$ 392
1,020
0
0
0
$ 919
999
0
0
(815)
$ 728
970
0
0
(583)
Net periodic postretirement benefit cost
. . . . . . . . . . . . . .
$1,412
$1,103
$1,115
The following table presents a reconciliation of the benefit obligation and plan assets from the
beginning to the end of the year. As these plans are unfunded, funded status is equivalent to the accrued
benefit liability.
Benefits Other Than Pensions
For the year ended December 31,
2012
2011
Changes in benefit obligation:
Obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 19,008
392
1,020
2,358
(411)
Obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,367
Changes in plan assets:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at beginning of year
Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value at end of year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
411
(411)
0
$ 16,889
919
999
638
(437)
19,008
0
0
437
(437)
0
Funded status at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(22,367)
$(19,008)
Amounts recognized in accumulated other comprehensive income:
Net loss* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,812
Net amounts recognized at year end . . . . . . . . . . . . . . . . . . . . . .
$ 3,812
$ 1,453
$ 1,453
*
The net loss for benefit plans other than pensions reduces other comprehensive income.
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 9—Postretirement Benefits (continued)
The table below presents the assumptions used to determine the liabilities and costs of Torchmark’s
post-retirement benefit plans other than pensions.
Weighted Average Assumptions for Post-Retirement
Benefit Plans Other Than Pensions
For Benefit Obligations at December 31:
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of Compensation Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.18% 5.09%
3.50
3.50
2012
2011
For Periodic Benefit Cost for the Year:
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of Compensation Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.09% 5.77% 6.60%
4.50
3.50
4.50
2012
2011
2010
Note 10—Supplemental Disclosures of Cash Flow Information
The following table summarizes Torchmark’s noncash transactions, which are not reflected on the
Consolidated Statements of Cash Flows:
Year Ended December 31,
2010
2011
2012
Stock-based compensation not involving cash . . . . . . . . . . . . . . . . $21,605 $14,954 $ 11,848
137,817
Commitments for low-income housing interests . . . . . . . . . . . . . . .
6,517
Capitalized investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
Debt assumed to acquire Family Heritage . . . . . . . . . . . . . . . . . . . .
29,759
1,537
20,000
36,722
5,321
0
The following table summarizes certain amounts paid during the period:
Year Ended December 31,
2010
2011
2012
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $77,686 $ 75,653 $ 76,911
195,172
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188,510
89,061
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 11—Debt
The following table presents information about the terms and outstanding balances of Torchmark’s
debt.
Selected Information about Debt Issues
Annual
Percentage
Rate
Issue
Date
Periodic
Interest
Payments
Due
Outstanding
Principal
(Par Value)
Outstanding
Principal
(Book Value)
Outstanding
Principal
(Fair Value)
Outstanding
Principal
(Book Value)
As of December 31,
2012
2011
7.875% 5/93 5/15 & 11/15 $ 165,612 $ 163,471 $ 213,270 $ 163,344
93,823
7.375% 7/93
2/1 & 8/1
97,180
94,050
93,956
Description
Notes, due 5/15/23(1)(2) . . . . .
Notes, due 8/1/13(1)(2) . . . . . .
Senior Notes, due
6/15/16(1)(8)
. . . . . . . . . . . .
6.375% 6/06 6/15 & 12/15
250,000
248,300
281,447
247,875
Senior Notes, due
6/15/19(1)(8)
. . . . . . . . . . . .
9.250% 6/09 6/15 & 12/15
292,647
289,950
395,703
289,661
Senior Notes, due
9/15/22(1)(8)
. . . . . . . . . . . .
Issue expenses(3) . . . . . . . . .
Junior Subordinated
Debentures due
3.800% 9/12
3/15 & 9/15
150,000
147,148
154,400
6/1/46(4)(5) . . . . . . . . . . . .
7.100% 6/06 quarterly
Junior Subordinated
Debentures due
12/15/52(6)(10) . . . . . . . . .
5.875% 9/12 quarterly
125,000
120,817
126,500
Junior Subordinated
Debentures due
3/15/36(6)(7) . . . . . . . . . . .
0%(11)
(12)
quarterly
20,000
20,000
20,000
(4,132)
123,711
Total funded debt . . . . . . .
Less current maturity of
long-term debt . . . . . . . . . .
Total long-term debt . . . . .
Current maturity of
long-term debt . . . . . . . . . .
Commercial Paper(9) . . . . . . .
Total short-term debt
. . . .
1,097,309
1,083,642
1,288,500
914,282
(94,050)
(93,956)
(97,180)
0
1,003,259
989,686
1,191,320
914,282
94,050
225,180
93,956
225,087
97,180
225,087
0
224,842
319,230
319,043
322,267
224,842
Total debt
. . . . . . . . . . .
$1,322,489 $1,308,729 $1,513,587 $1,139,124
(1) All securities other than the Junior Subordinated Debentures have equal priority with one another.
(2) Not callable.
(3) Unamortized issue expenses related to Trust Preferred Securities.
(4) Junior Subordinated Debentures are classified as “Due to affiliates” and are junior to other securities in priority of payment.
(5) Called October 24, 2012.
(6) Quarterly payments on the 15th of March, June, Sept., and Dec.
(7) Callable anytime.
(8) Callable subject to “make-whole” premium.
(9) Classified as short-term debt.
(10) Callable as of December 15, 2017.
(11) Interest paid at 3 month LIBOR plus 330 basis points, resets each quarter.
(12) Assumed upon November 1, 2012 acquisition of Family Heritage.
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 11—Debt (continued)
The amount of debt that becomes due during each of the next five years is: 2013—$319 million;
2014—$0; 2015—$0; 2016—$250; 2017—$0 and thereafter—$753 million.
Funded debt: On September 24, 2012, Torchmark issued $300 million principal amount of 3.80%
Senior Notes due 2022. Interest on the Senior Notes will be payable semi-annually and will commence on
March 15, 2013. As part of the offering, two of Torchmark’s insurance subsidiaries acquired a combined
amount of $150 million par value of the Senior Notes. Proceeds from the issuance of this debt, net of
underwriters’ discount and expenses, were $147 million with total proceeds to the Parent Company of
approximately $297 million. The Senior Notes are redeemable by Torchmark in whole or in part at any
time subject to a “make-whole” premium, whereby the Company would be required to pay the greater of
the full principal amount of the notes or otherwise the present value of the remaining payment schedule of
the notes discounted at a rate of interest equivalent to the rate of a United States Treasury security of
comparable term plus a spread of 30 basis points. Torchmark used a portion of the net proceeds from the
new Senior Note offering to fund the acquisition of Family Heritage as described in Note 6 - Acquisition.
The Parent Company will use the remaining proceeds to retire our 7 3⁄ 8% Senior Notes that mature in
August, 2013 and for other corporate purposes.
Additionally, on September 24, 2012, Torchmark completed the public offering of its 5.875% Junior
Subordinated Debentures due 2052 for an aggregate principal amount of $125 million. Proceeds from this
offering were $121 million, net of underwriters’ discount and issue expenses. These debentures pay
interest quarterly commencing December 15, 2012. The securities are redeemable on December 15,
2052, and are first callable in whole or in part by Torchmark on or after December 15, 2017. Expenses of
$4.2 million related to the offering have been netted against long-term debt and will be amortized over the
forty-year redemption period. Net proceeds were used to fund the redemption of Torchmark’s 7.1% Trust
Preferred Securities discussed below.
On October 24, 2012, Torchmark’s 7.1% Trust Originated Preferred Securities were redeemed in the
amount of $120 million plus accrued dividends at a total cost of $121 million. These securities were
originally issued in 2006 as preferred securities of Torchmark’s Capital Trust III, a deconsolidated variable
interest entity. Upon redemption of
III as well as the 7.1% Junior
Subordinated Debentures due to that Trust in the amount of $124 million were liquidated. An after-tax loss
of $2.7 million was recorded on this redemption in the fourth quarter of 2012 within “Realized investment
gains (losses),” representing the write-off of the unamortized issue expenses.
these securities, Capital Trust
Capital Trust III, which held the Trust Preferred Securities, was a variable interest entity in which
Torchmark was not the primary beneficiary. Therefore, Torchmark was prohibited by accounting rules
from consolidating Capital Trust III even though it had 100% ownership, complete voting control, and had
guaranteed the performance of the trust. Accordingly, prior to redemption, Torchmark carried its 7.1%
Junior Subordinated Debentures due to Capital Trust III as a liability under the caption “Due to Affiliates”
on its Consolidated Balance Sheets. Expenses related to the original offering reduced long-term debt and
were amortized over the forty-year redemption period.
In connection with the purchase of Family Heritage, Torchmark assumed $20 million par amount of
Trust Preferred Securities that were liabilities of Family Heritage’s former parent. These securities, which
are due March 15, 2036, had a fair value of $20 million on the November 1, 2012 purchase date and were
carried at an amortized cost of $20 million at December 31, 2012. They bear interest at a variable rate
paid quarterly, determined as the three-month LIBOR plus 330 basis points which is reset each quarter.
They are callable by Torchmark at any time.
During 2010, Torchmark acquired $7.4 million par value of its 9 1⁄4% Senior Notes ($7.3 million book
value) at a cost of $8.9 million. This repurchase resulted in a pre-tax loss of $1.6 million ($1.1 million after
tax).
90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 11—Debt (continued)
Commercial Paper:
In December, 2010, Torchmark entered into a credit facility with a group of
lenders allowing unsecured borrowings and stand-by letters of credit up to $600 million. The facility
includes a provision which allows Torchmark to increase the facility limit by $200 million if certain
conditions are met. The Company also has the ability to request up to $250 million in letters of credit to be
issued against the facility. The agreement is set to terminate on January 7, 2015. The credit facility is
further designated as a back-up credit line for a commercial paper program, where Torchmark may
borrow from either the credit line or issue commercial paper at any time, with total commercial paper
outstanding not to exceed the facility limit less any letters of credit issued. Interest is charged at variable
rates. The facility does not have a ratings-based acceleration trigger which would require early payment.
A facility fee is charged for the entire facility. There is also an issuance fee for letters of credit issued.
Torchmark is subject to certain covenants for the agreements regarding capitalization and earnings, with
which it was in compliance at December 31, 2012 and throughout
the three-year period ended
December 31, 2012. Borrowings on the credit
facilities are reported as short-term debt on the
Consolidated Balance Sheets. A table presenting selected information concerning Torchmark’s short-term
borrowings is presented below.
Short-Term Borrowings
At December 31,
2012
2011
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $225,180 $225,000
Annualized interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Letters of credit outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $198,000 $198,000
177,000
Remaining amount available under credit line . . . . . . . . . . . . . . . . . . . . . . .
176,820
.36%
.55%
Average balance outstanding during period . . . . . . . . . . . . . . . $250,401 $206,148 $196,317
Daily-weighted average interest rate* . . . . . . . . . . . . . . . . . . . .
Maximum daily amount outstanding during period . . . . . . . . . . $385,000 $271,761 $249,950
.41%
.39%
.43%
For the Year Ended December 31,
2012
2011
2010
*
Annualized
91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 12—Shareholders’ Equity
Share Data: A summary of preferred and common share activity is as follows:
Preferred Stock
Common Stock
Issued
Treasury
Stock
Issued
Treasury
Stock
2010:
Balance at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grants of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock due to exercise of stock options . . . .
Treasury stock acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
125,812,123
(6,000,000)
(1,551,033)
121,923
(10,621)
1,273,598
(6,781,364)
6,000,000
Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
119,812,123
(947,497)
2011:
Grants of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock due to exercise of stock options . . . .
Treasury stock acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173,553
(7,153)
4,829,892
(23,281,453)
7,500,000
(7,500,000)
Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
112,312,123 (11,732,658)
2012:
Grants of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock due to exercise of stock options . . . .
Treasury stock acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69,720
5,357,490
(11,771,039)
6,500,000
(6,500,000)
Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
105,812,123 (11,576,487)
Acquisition of Common Shares: Torchmark shares are acquired from time to time through open
market purchases under the Torchmark stock repurchase program when it is believed to be the best use
of Torchmark’s excess cash flows. Share repurchases under this program were 7.5 million shares at a
cost of $360 million in 2012, 18.9 million shares at a cost of $788 million in 2011, and 5.7 million shares at
a cost of $204 million in 2010. When stock options are exercised, proceeds from the exercises are
generally used to repurchase approximately the number of shares available with those funds in order to
reduce dilution. Shares repurchased for dilution purposes were 4.3 million shares at a cost of $210 million
in 2012, 4.4 million shares at a cost of $185 million in 2011, and 1.1 million shares at a cost of $42 million
in 2010.
Retirement of Treasury Stock: Torchmark retired 6.5 million shares of treasury stock in 2012,
7.5 million in 2011, and 6 million in 2010.
Restrictions: Restrictions exist on the flow of funds to Torchmark from its insurance subsidiaries.
Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital
and surplus. Dividends from insurance subsidiaries of Torchmark are limited to the greater of prior year
statutory net income excluding realized capital gains on an annual noncumulative basis, or 10% of prior
year surplus, in the absence of special regulatory approval. Additionally, insurance company distributions
to certain
are generally not permitted in excess of statutory surplus. Subsidiaries are also subject
minimum capital requirements. In 2012, subsidiaries of Torchmark paid $437 million in dividends to the
parent company. As of December 31, 2012, dividends and transfers from insurance subsidiaries to parent
available to be paid in 2013 were limited to the amount of $428 million without regulatory approval, such
that $930 million was considered restricted net assets of the subsidiaries. The Company believes that
total dividends and transfers of $506 million will be available to the parent in 2013. Please refer to
Schedule II. Condensed Financial Information of Registrant for more information about Torchmark’s
transactions with its subsidiaries. While there are no legal restrictions on the payment of dividends to
92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 12—Shareholders’ Equity (continued)
shareholders from Torchmark’s retained earnings, retained earnings as of December 31, 2012 were
restricted by lenders’ covenants which require the Company to maintain and not distribute $3.23 billion
from its total consolidated retained earnings of $3.40 billion.
Earnings Per Share: A reconciliation of basic and diluted weighted-average shares outstanding
used in the computation of basic and diluted earnings per share is as follows:
Basic weighted average shares outstanding . . . . . . . . . . . . .
Weighted average dilutive options outstanding . . . . . . . . . . .
96,614,199
1,284,189
108,278,113
1,537,277
122,009,228
1,114,110
Diluted weighted average shares outstanding . . . . . . . . . . . .
97,898,388
109,815,390
123,123,338
2012
2011
2010
Stock options to purchase 0 million shares, 3.5 million shares, and 10.3 million shares, during the
years 2012, 2011, and 2010, respectively, are considered to be anti-dilutive and are excluded from the
calculation of diluted earnings per share. Income available to common shareholders for basic earnings
per share is equivalent to income available to common shareholders for diluted earnings per share.
Note 13—Stock-Based Compensation
Torchmark’s stock-based compensation consists of stock options, restricted stock, restricted stock
units, and performance shares. Certain employees, directors, and consultants have been granted fixed
equity options to buy shares of Torchmark stock at the market value of the stock on the date of grant,
under the provisions of the Torchmark stock option plans. The options are exercisable during the period
commencing from the date they vest until expiring according to the terms of the grant. Options generally
expire the earlier of employee termination or option contract term, which ranges from seven to ten years.
Options generally vest in accordance with the following schedule:
Grants under the Torchmark Corporation 2011 Incentive Plan:
Directors – vest in six months.
Employees:
Seven year grants – vest one half in two years, and one half in three years.
Ten year grants – vest one fourth in two years, and one fourth in each of the next three years.
Grants under all previous compensation plans:
Directors – vest in six months.
Employees – vest one half in two years, and one half in three years.
All employee options vest immediately upon retirement on or after the attainment of age 65, upon death,
or disability. Torchmark generally issues shares for the exercise of stock options from treasury stock. The
Company generally uses the proceeds from option exercises to buy shares of Torchmark common stock
in the open market to reduce the dilution from option exercises.
93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 13—Stock-Based Compensation (continued)
An analysis of shares available for grant is as follows:
Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Approval of Torchmark Corporation 2011 Incentive Plan* . . . . . .
Cancellation of available shares from prior plans . . . . . . . . . . . . .
Expired and forfeited during year . . . . . . . . . . . . . . . . . . . . . . . . . .
Options granted during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock, restricted stock units, and performance shares
granted under the Torchmark Corporation 2011 Incentive
Plan (counted as 3.1 options per grant)* . . . . . . . . . . . . . . . . . .
Restricted stock and restricted stock units granted during the
Available for Grant
2011
2012
2010
6,099,342
0
0
5,850
(1,072,725)
255,263
7,950,000
(229,333)
0
(1,338,013)
1,724,540
0
0
26,269
(1,358,175)
(496,166)
(519,558)
0
year under previous plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
(19,017)
(137,371)
Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,536,301
6,099,342
255,263
* Plan allows for grant of restricted stock such that each stock grant reduces 3.1 options available for
grant
A summary of stock compensation activity for each of
the years in the three years ended
December 31, 2012 is presented below:
2012
2011
2010
Stock-based compensation expense recognized* . . . . . . . . . . . . . . . . . . . . $ 21,605 $ 14,954 $11,848
4,147
Tax benefit recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.35
Weighted-average grant-date fair value of options granted . . . . . . . . . . . .
12,102
Intrinsic value of options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,863
Cash received from options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,236
Actual tax benefit received from exercises . . . . . . . . . . . . . . . . . . . . . . . . . .
7,562
15.70
80,781
181,022
28,086
5,234
15.48
40,991
162,613
14,347
* No stock-based compensation expense was capitalized in any period.
An analysis of option activity for each of the three years ended December 31, 2012 is as follows:
2012
Weighted Average
Exercise Price
Options
2011
2010
Options
Weighted Average
Exercise Price
Options
Weighted Average
Exercise Price
Outstanding-beginning
of year
. . . . . . . . . . . . 11,620,393
1,072,725
(5,354,381)
(6,600)
Granted . . . . . . . . . . . . .
Exercised . . . . . . . . . . . .
Expired and forfeited . .
Adjustment due to
$35.42
45.97
33.82
44.63
15,185,729
1,338,013
(4,829,892)
(73,425)
$34.09
44.37
33.67
39.17
15,509,978
1,358,175
(1,273,598)
(408,826)
$34.04
30.86
29.73
35.05
7/1/11 stock split . . . .
0
0.00
(32)
32.96
0
0.00
Outstanding-end of
year
. . . . . . . . . . . . . .
7,332,137
$38.14
11,620,393
$35.42
15,185,729
$34.09
Exercisable at end of
year
. . . . . . . . . . . . . .
4,261,817
$35.37
8,265,818
$36.28
11,830,076
$36.10
94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 13—Stock-Based Compensation (continued)
A summary of restricted stock and restricted stock units granted during each of the years in the three
year period ended December 31, 2012 is presented in the table below. Restricted stock holders are
entitled to dividends on the stock and holders of restricted stock units are entitled to dividend equivalents.
Executive grants vest over five years and director grants vest over six months.
2012
2011
2010
Executives restricted stock:
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,000
Price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 46.12
Aggregate value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,767
Percent vested as of 12/31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
167,250
$ 44.39
$ 7,424
112,500
$ 30.87
$ 3,473
20%
40%
Directors restricted stock:
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,720
Price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.74
425
Aggregate value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
100%
Percent vested as of 12/31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,303
$ 40.45
255
$
100%
9,423
$ 30.85
291
$
100%
Directors restricted stock units (including dividend
equivalents):
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,719
Price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43.74
425
Aggregate value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
100%
Percent vested as of 12/31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,063
$ 40.49
529
$
100%
15,443*
$ 29.95
463
$
100%
* 2,013 shares at $29.84 per share were later forfeited in 2010.
Certain senior executives of
the Company were granted 80 thousand performance shares on
February 21 and 22, 2012. Grant prices ranged from $48.72 to $49.09 per share for an aggregate grant
price of $3.9 million. These grants have a three year contract life, and they do not vest prior to the
termination of the contract period. While the target distribution is 80 thousand shares, the determination of
the actual settlement in shares will be based on the achievement of certain performance objectives of
Torchmark over the three year contract period. The actual shares could be distributed in a range from 0 to
160 thousand shares.
An analysis of unvested restricted stock is as follows:
Executives
Restricted Stock
Executive
Performance
Shares
Directors
Restricted Stock
Total
2010:
Balance at January 1, 2010 . . . . . . . . . .
Grants . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restriction lapses . . . . . . . . . . . . . . . . . .
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2010 . . . . .
2011:
Grants . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restriction lapses . . . . . . . . . . . . . . . . . .
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2011 . . . . .
2012:
Grants . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restriction lapses . . . . . . . . . . . . . . . . . .
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2012 . . . . .
203,250
112,500
(71,100)
(7,500)
237,150
167,250
(72,600)
(4,800)
327,000
60,000
(75,300)
0
311,700
95
0
0
0
0
0
0
0
0
0
80,000
0
0
80,000
0
9,423
(9,423)
0
0
6,303
(6,303)
0
0
9,720
(9,720)
0
0
203,250
121,923
(80,523)
(7,500)
237,150
173,553
(78,903)
(4,800)
327,000
149,720
(85,020)
0
391,700
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 13—Stock-Based Compensation (continued)
Restricted stock units outstanding at each of the year ends 2012, 2011, and 2010 were 53,272,
42,938, and 29,872, respectively. Restricted stock units are only available to directors, and are not
converted to shares until the director’s retirement, death, or disability. There were no unvested director
restricted shares outstanding at the end of any of the years 2010 through 2012. Director restricted stock
and restricted stock units are generally granted on the first working day of the year and vest in six
months. Dividend equivalents are earned on restricted stock units only. They are granted in the form of
additional restricted stock units and vest immediately upon grant.
Additional information about Torchmark’s stock-based compensation as of December 31, 2012 and
2011 is as follows:
Outstanding options:
2012
2011
Weighted-average remaining contractual term (in years) . . . . . . . . . . . . . . . . . . . . . . .
2.95
Aggregate intrinsic value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $99,212 $94,270
3.72
Exercisable options:
Weighted-average remaining contractual term (in years) . . . . . . . . . . . . . . . . . . . . . . .
1.89
Aggregate intrinsic value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $69,472 $59,097
2.29
Unrecognized compensation* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,808 $30,299
1.68
Weighted average period of expected recognition (in years)* . . . . . . . . . . . . . . . . . . . . .
0.74
* Includes restricted stock
Additional information concerning Torchmark’s unvested options is as follows at December 31:
2012
2011
Number of shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average exercise price (per share) . . . . . . . . . . . . . . . . . . . . . $
Weighted-average remaining contractual term (in years) . . . . . . . . . . .
Aggregate intrinsic value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,070,320
41.98 $
5.70
29,740 $
3,354,575
33.30
5.55
35,173
Torchmark expects that substantially all unvested options will vest.
The following table summarizes information about stock options outstanding at December 31, 2012.
Range of
Exercise Prices
Number
Outstanding
$15.67 - $30.40 .
30.87 - 30.87
35.33 - 40.45
41.79 - 42.97
43.06 - 44.39
44.79 - 48.72
$15.67 - $48.72
826,159
1,238,872
998,259
1,387,010
1,646,212
1,235,625
7,332,137
Options Outstanding
Options Exercisable
Weighted-
Average
Remaining
Contractual
Life (Years)
2.66
4.05
1.99
1.95
4.82
6.02
3.72
Weighted-
Average
Exercise
Price
$
$
19.76
30.87
37.63
41.93
44.12
45.90
38.14
Number
Exercisable
818,013
581,578
987,904
1,387,010
330,112
157,200
4,261,817
Weighted-
Average
Exercise
Price
$
$
19.66
30.87
37.64
41.93
43.07
45.45
35.37
No equity awards were cash settled during the three years ended December 31, 2012.
96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 14—Business Segments
Torchmark’s reportable segments are based on the insurance product
lines it markets and
administers: life insurance, health insurance, and annuities. These major product lines are set out as
reportable segments because of
the common characteristics of products within these categories,
comparability of margins, and the similarity in regulatory environment and management techniques. There
is also an investment segment which manages the investment portfolio, debt, and cash flow for the
insurance segments and the corporate function. Torchmark’s chief operating decision maker evaluates
the overall performance of the operations of the Company in accordance with these segments.
Life insurance products include traditional and interest-sensitive whole life insurance as well as term
life insurance. Health products are generally guaranteed-renewable and include Medicare Supplement,
Medicare Part D, cancer, accident, long-term care, and limited-benefit hospital and surgical coverages.
Annuities include fixed-benefit contracts.
Torchmark markets its insurance products through a number of distribution channels, each of which
sells the products of one or more of Torchmark’s insurance segments. The tables below present segment
premium revenue by each of Torchmark’s marketing groups.
Torchmark Corporation
Premium Income By Distribution Channel
Life
Health
Annuity
Total
For the Year 2012
Distribution Channel
Amount
% of
Total
United American Independent . . . . . . .
Liberty National Exclusive . . . . . . . . . .
American Income Exclusive . . . . . . . . .
Family Heritage . . . . . . . . . . . . . . . . . .
Direct Response . . . . . . . . . . . . . . . . . .
Medicare Part D . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
21,127
281,723
663,696
130
630,111
211,737
1
15
37
0
35
12
% of
Total
100
Amount
$ 298,759
263,535
79,640
30,119
57,966
317,764
% of
Total Amount
$559
28
25
8
3
6
30
Amount
$ 320,445
545,258
743,336
30,249
688,077
317,764
211,737
% of
Total
11
19
26
1
24
11
8
$1,808,524
100
$1,047,783
100
$559
100
$2,856,866
100
Life
Health
Annuity
Total
For the Year 2011
Distribution Channel
Amount
% of
Total
United American Independent . . . . . . .
Liberty National Exclusive . . . . . . . . . .
American Income Exclusive . . . . . . . . .
Direct Response . . . . . . . . . . . . . . . . . .
Medicare Part D . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,846
288,308
607,914
593,650
213,526
1
17
35
35
12
Amount
$ 306,490
290,107
80,119
57,067
196,710
% of
Total Amount
$608
33
31
9
6
21
% of
Total
100
Amount
$ 329,944
578,415
688,033
650,717
196,710
213,526
% of
Total
12
22
26
25
7
8
$1,726,244
100
$ 930,493
100
$608
100
$2,657,345
100
Life
Health
Annuity
Total
For the Year 2010
Distribution Channel
Amount
% of
Total
United American Independent . . . . . . .
Liberty National Exclusive . . . . . . . . . .
American Income Exclusive . . . . . . . . .
Direct Response . . . . . . . . . . . . . . . . . .
Medicare Part D . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,534
294,587
560,649
566,604
216,325
1
18
34
34
13
Amount
$ 314,524
331,056
79,059
54,328
208,970
% of
Total Amount
$638
32
34
8
5
21
% of
Total
100
Amount
$ 340,696
625,643
639,708
620,932
208,970
216,325
% of
Total
13
24
24
23
8
8
$1,663,699
100
$ 987,937
100
$638
100
$2,652,274
100
97
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 14—Business Segments (continued)
Because of the nature of the life insurance industry, Torchmark has no individual or group which would be
considered a major customer. Substantially all of Torchmark’s business is conducted in the United States,
primarily in the Southeastern and Southwestern regions.
The measure of profitability established by the chief operating decision maker for insurance segments is
underwriting margin before other income and administrative expenses,
in accordance with the manner the
segments are managed. It essentially represents gross profit margin on insurance products before insurance
administrative expenses and consists of premium,
less net policy obligations, acquisition expenses, and
commissions. Interest credited to net policy liabilities (reserves less deferred acquisition costs) is reflected as a
component of the Investment segment in order to match this cost to the investment earnings from the assets
supporting the net policy liabilities.
The measure of profitability for the Investment segment is excess investment income, which represents the
income earned on the investment portfolio in excess of net policy requirements and financing costs associated
with Torchmark’s debt. Other than the above-mentioned interest allocations and an intersegment commission,
there are no other intersegment revenues or expenses. Expenses directly attributable to corporate operations are
included in the “Corporate” category. Stock-based compensation expense is considered a corporate expense by
Torchmark management and is included in this category. All other unallocated revenues and expenses on a
pretax basis, including insurance administrative expense, are included in the “Other” segment category. The
following tables set forth a reconciliation of Torchmark’s revenues and operations by segment to its major income
statement line items.
Life
Health
Annuity
Investment
Other
Corporate
Adjustments
Consolidated
For the Year 2012
Revenue:
Premium . . . . . . . . . . . . . . . . . . . . . . . . . $1,808,524 $1,047,783 $
Net investment income . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . .
559
$ 715,918
Total revenue . . . . . . . . . . . . . . . . .
1,808,524
1,047,783
559
715,918
$
1,898
1,898
Expenses:
Policy benefits . . . . . . . . . . . . . . . . . . . .
Required interest on:
Policy reserves . . . . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . . . . .
Amortization of acquisition costs . . . . . .
Commissions, premium taxes, and
non-deferred acquisition costs . . . . .
Insurance administrative expense(3) . . .
Parent expense . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . .
Interest expense . . . . . . . . . . . . . . . . . . .
1,172,020
739,945
44,121
(483,892)
163,875
309,930
(40,963)
19,059
65,278
(59,293)
2,238
9,959
584,148
(185,172)
137,115
67,123
69
165,405
$ 8,222
21,605
80,298
(321)(4)
2,944(6)
214(2)
$
(404)(1)
(22,274)(2)(5)
(321)(4)
$2,856,462
693,644
1,577
(22,999)
3,551,683
(404)(1)
1,955,682
0
0
385,167
203,986
165,405
11,166
21,605
80,512
Total expenses . . . . . . . . . . . . . . . .
1,299,048
Sub total
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Non operating items . . . . . . . . . . . . . . . .
Amortization of low-income housing
interests . . . . . . . . . . . . . . . . . . . . . . . .
Measure of segment profitability
509,476
850,442
197,341
(2,906)
479,274
165,405
29,827
2,433
2,823,523
3,465
236,644
(163,507)
(29,827)
(25,432)
2,944(6)
728,160
2,944
22,488(5)
22,488
(pretax)
. . . . . . . . . . . . . . . . . . . . . . $ 509,476 $ 197,341 $ 3,465 $ 236,644 $(163,507) $(29,827) $
0
Deduct applicable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment profits after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add back income taxes applicable to segment profitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add (deduct) realized investment gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct amortization of low-income housing(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct Family Heritage Life acquisition expense(6)
753,592
(246,945)
506,647
246,945
37,833
(22,488)
(2,944)
Pretax income per the Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 765,993
(1) Medicare Part D items adjusted to GAAP from the segment analysis, which matches expected benefits with policy premium.
(2) Reclassification of interest amount due to accounting rule requiring deconsolidation of Trust Preferred Securities.
(3) Administrative expense is not allocated to insurance segments.
(4) Elimination of intersegment commission.
(5) Amortization of low-income housing interests.
(6) Family Heritage Life acquisition expense.
98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 14—Business Segments (continued)
Life
Health
Annuity Investment
Other
Corporate Adjustments Consolidated
For the Year 2011
Revenue:
Premium . . . . . . . . . . . . . . . . . . . . . . $1,726,244 $930,493 $
Net investment income . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . .
608
$ 707,041
Total revenue . . . . . . . . . . . . . . 1,726,244 930,493
608
707,041
$
2,507
2,507
Expenses:
Policy benefits . . . . . . . . . . . . . . . . . 1,118,909 632,847
Required interest on:
42,547
(458,029)
159,886
292,168
(36,729)
18,883
62,345
(57,040)
2,618
10,070
551,798
(181,387)
$ (1,027)(1)
(14,013)(2,5)
(356)(4)
$2,656,318
693,028
2,151
(15,396)
3,351,497
(1,027)(1)
1,793,276
0
0
364,583
Policy reserves . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . .
Amortization of acquisition costs . .
Commissions, premium taxes, and
non-deferred acquisition costs . .
Insurance administrative
expense(3) . . . . . . . . . . . . . . . . . . .
Parent expense . . . . . . . . . . . . . . . .
Stock-based compensation
expense . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . .
152,347
64,157
68
(356)(4)
216,216
159,109
19,880(6,7,8)
$ 7,693
14,954
77,644
264(2)
178,989
7,693
14,954
77,908
Total expenses . . . . . . . . . . . . . 1,265,281 741,503
(1,737)
448,055
159,109
22,647
18,761
2,653,619
Sub total . . . . . . . . . . . . . . . . . . . . . . . .
Non operating items . . . . . . . . . . . .
Amortization of low-income
housing interests . . . . . . . . . . . . .
Measure of segment profitability
460,963 188,990
2,345
258,986
(156,602)
(22,647)
(34,157)
19,880(6,7,8)
697,878
19,880
14,277(5)
14,277
(pretax) . . . . . . . . . . . . . . . . . . . $ 460,963 $188,990 $ 2,345 $ 258,986 $(156,602) $(22,647) $
0
Deduct applicable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment profits after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add back income taxes applicable to segment profitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add (deduct) realized investment gains (losses)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct amortization of low-income housing(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct state administrative settlement expense(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct loss on sale of equipment(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct litigation expense(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
732,035
(238,335)
493,700
238,335
25,904
(14,277)
(6,901)
(979)
(12,000)
Pretax income per Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 723,782
(1) Medicare Part D items adjusted to GAAP from the segment analysis, which matches expected benefits with policy premium.
(2) Reclassification of interest amount due to accounting rule requiring deconsolidation of Trust Preferred Securities.
(3) Administrative expense is not allocated to insurance segments.
(4) Elimination of intersegment commission.
(5) Amortization of low-income housing interests.
(6) State administrative settlement expense.
(7) Loss on sale of equipment.
(8) Litigation expense.
99
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 14—Business Segments (continued)
Life
Health
Annuity Investment
Other
Corporate Adjustments Consolidated
For the Year 2010
141,792
68,565
134
(664)(4)
209,827
Revenue:
Premium . . . . . . . . . . . . . . . . . . . . . . $1,663,699 $987,937 $
Net investment income . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . .
638
$ 685,253
Total revenue . . . . . . . . . . . . . . 1,663,699 987,937
638
685,253
$
2,834
2,834
Expenses:
Policy benefits . . . . . . . . . . . . . . . . . 1,082,423 669,707
Required interest on:
41,430
(434,319)
154,473
289,068
(35,368)
19,758
66,309
(51,996)
2,709
7,013
521,683
(176,940)
Policy reserves . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . .
Amortization of acquisition costs . .
Commissions, premium taxes, and
non-deferred acquisition costs . .
Insurance administrative
expense(3) . . . . . . . . . . . . . . . . . . .
Parent expense . . . . . . . . . . . . . . . .
Stock-based compensation
expense . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . .
155,615
$ 8,809
11,848
75,265
$
(516)(1)
(8,889)(2,5)
(664)(4)
$2,651,758
676,364
2,170
(10,069)
3,330,292
(516)(1)
1,793,044
0
0
362,390
155,615
8,809
11,848
75,529
2,617,062
713,230
264(2)
(916)
Total expenses . . . . . . . . . . . . . 1,233,437 788,971
(710)
420,008
155,615
20,657
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . .
430,262 198,966
1,348
265,245
(152,781)
(20,657)
(9,153)
Amortization of low-income
housing interests . . . . . . . . . . . . .
Measure of segment profitability
9,153(5)
9,153
(pretax) . . . . . . . . . . . . . . . . . . . $ 430,262 $198,966 $ 1,348 $ 265,245 $(152,781) $(20,657) $
0
Deduct applicable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment profits after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add back income taxes applicable to segment profitability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add (deduct) realized investment gains (losses)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct amortization of low-income housing(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
722,383
(242,558)
479,825
242,558
37,340
(9,153)
Pretax income per Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 750,570
(1) Medicare Part D items adjusted to GAAP from the segment analysis, which matches expected benefits with policy premium.
(2) Reclassification of interest amount due to accounting rule requiring deconsolidation of Trust Preferred Securities.
(3) Administrative expense is not allocated to insurance segments.
(4) Elimination of intersegment commission.
(5) Amortization of low-income housing interests, previously considered a reduction of consolidated pretax segment profitability.
Torchmark holds a sizeable investment portfolio to support its insurance liabilities, the yield from
which is used to offset policy benefit, acquisition, administrative and tax expenses. This yield or
investment income is taken into account when establishing premium rates and profitability expectations of
its insurance products. In holding such a portfolio, investments are sold, called, or written down from time
to time, resulting in a realized gain or loss. These gains or losses generally occur as a result of disposition
due to issuer calls, a downgrade in credit quality, compliance with Company investment policies, or other
reasons often beyond management’s control. Unlike investment income, realized gains and losses are
incidental to insurance operations, and only overall yields are considered when setting premium rates or
insurance product profitability expectations. While these gains and losses are not relevant to segment
profitability or core operating results, they can have a material positive or negative result on net income.
For these reasons, management removes realized investment gains and losses when it views its segment
operations.
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 14—Business Segments (continued)
The following table summarizes the measures of segment profitability as determined in the three
preceding tables for comparison with prior periods. The table also reconciles segment profits to net income.
Analysis of Profitability by Segment
2012
2011
2010
Change %
Change %
2012
2011
Life insurance underwriting margin . . . . . . . . . . . . . . . . . . . . . . . . . . $ 509,476 $ 460,963 $ 430,262 $ 48,513
8,351
Health insurance underwriting margin . . . . . . . . . . . . . . . . . . . . . . . .
1,120
Annuity underwriting margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other insurance:
188,990
2,345
197,341
3,465
198,966
1,348
11 $ 30,701
(9,976)
997
4
48
7
(5)
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,898
(165,405)
236,644
(29,827)
2,507
(159,109)
258,986
(22,647)
2,834
(155,615)
265,245
(20,657)
(6,296)
(22,342)
(609) (24)
4
(9)
(7,180) 32
(327) (12)
2
(3,494)
(6,259)
(2)
(1,990) 10
Pre-tax total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Applicable taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
753,592
(246,945)
732,035
(238,335)
722,383
(242,558)
21,557
(8,610)
Discontinued operations (after tax)
After-tax total, before discontinued operations . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
506,647
0
493,700
0
479,825
27,932
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized gains (losses)—investments (after tax)* . . . . . . . . . . . . . .
Realized gains (losses)—discontinued operations (after tax)* . . . .
Loss on disposal of discontinued operations (after tax) . . . . . . . . . .
Acquisition expense—Family Heritage (after tax) . . . . . . . . . . . . . . .
Cost of legal settlements (after tax) . . . . . . . . . . . . . . . . . . . . . . . . . .
State administrative settlement (after tax) . . . . . . . . . . . . . . . . . . . . .
Loss on sale of equipment (after tax) . . . . . . . . . . . . . . . . . . . . . . . . .
506,647
24,591
0
0
(1,914)
0
0
0
493,700
16,838
0
(455)
0
(7,800)
(4,486)
(636)
507,757
24,270
1,852
(35,013)
0
0
0
0
12,947
0
12,947
7,753
0
455
(1,914)
7,800
4,486
636
3
4
3
3
1
(2)
3
(3)
9,652
4,223
13,875
(27,932)
(14,057)
(7,432)
(1,852)
34,558
0
(7,800)
(4,486)
(636)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 529,324 $ 497,161 $ 498,866 $ 32,163
6 $ (1,705)
0
* See the discussion of Realized Gains and Losses in this report.
101
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 14—Business Segments (continued)
Assets for each segment are reported based on a specific identification basis. The insurance
segments’ assets contain deferred acquisition costs (including the value of insurance purchased). The
investment segment includes the investment portfolio, cash, and accrued investment income. Goodwill is
assigned to the insurance segments at the time of purchase based on the excess of cost over the fair
value of assets acquired for the benefit of that segment. All other assets, representing approximately 4%
of total assets, are included in the other category. The table below reconciles segment assets to total
assets as reported in the consolidated financial statements.
Assets by Segment
Life
Health
Annuity
Investment
Other
Consolidated
At December 31, 2012
Cash and invested assets . . . . . . . . . . . . . . . . . .
Accrued investment income . . . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,688,876
309,609
$481,725
131,982
$27,830
$14,155,919
195,497
$14,155,919
195,497
3,198,431
441,591
785,472
$785,472
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,998,485
$613,707
$27,830
$14,351,416
$785,472
$18,776,910
Life
Health
Annuity
Investment
Other
Consolidated
At December 31, 2011
Cash and invested assets . . . . . . . . . . . . . . . . . .
Accrued investment income . . . . . . . . . . . . . . . . .
Deferred acquisition costs . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,566,748
309,609
$315,587
87,282
$34,397
$12,437,699
192,325
$12,437,699
192,325
2,916,732
396,891
644,625
$644,625
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,876,357
$402,869
$34,397
$12,630,024
$644,625
$16,588,272
Other Balances by Segment
At December 31, 2012
Life
Health
Annuity
Consolidated
Future policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned and advance premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy claims and other benefits payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
$8,093,618
16,856
123,600
$1,264,540
59,232
104,870
$1,348,061
$10,706,219
76,088
228,470
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$8,234,074
$1,428,642
$1,348,061
$11,010,777
Future policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned and advance premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy claims and other benefits payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,697,108
16,965
118,737
$589,441
52,574
103,517
$1,285,708
$9,572,257
69,539
222,254
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,832,810
$745,532
$1,285,708
$9,864,050
At December 31, 2011
Life
Health
Annuity
Consolidated
102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 15—Commitments and Contingencies
Reinsurance:
Insurance affiliates of Torchmark reinsure that portion of insurance risk which is in
excess of their retention limits. Retention limits for ordinary life insurance range up to $2.0 million per life.
Life insurance ceded represented .5% of total life insurance in force at December 31, 2012. Insurance
ceded on life and accident and health products represented .3% of premium income for 2012. Torchmark
would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring
companies are unable to meet their obligations.
Insurance affiliates also assume insurance risks of other companies. Life reinsurance assumed
represented 2.7% of life insurance in force at December 31, 2012 and reinsurance assumed on life and
accident and health products represented 1.1% of premium income for 2012.
Leases: Torchmark leases office space and office equipment under a variety of operating lease
arrangements. Rental expense for operating leases was $3.6 million in 2012, $4.8 million in 2011, and
$4.9 million in 2010. Future minimum rental commitments required under operating leases having
remaining noncancelable lease terms in excess of one year at December 31, 2012 were as follows: 2013,
$3.4 million; 2014, $2.9 million; 2015, $2.9 million; 2016, $1.6 million; 2017, $1.1 million and in the
aggregate, $13.5 million.
Low-Income Housing Tax Credit Interests: As described in Note 1, Torchmark had $285 million
invested in entities which provide certain tax benefits at December 31, 2012. As of December 31, 2012,
Torchmark remained obligated under these commitments for $67 million, of which $47 million is due in
2013, $16 million in 2014, $1 million in 2015, and $3 million thereafter.
Concentrations of Credit Risk: Torchmark maintains a diversified investment portfolio with limited
concentration in any given issuer. At December 31, 2012, the investment portfolio, at fair value, consisted
of the following:
Investment-grade corporate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities of state and municipal governments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below-investment-grade securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy loans, which are secured by the underlying insurance policy values . . . . . . . . . . . . . .
Government-sponsored enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other fixed maturities, equity securities, mortgages, real estate, other long-term
78%
10
4
3
3
investments, and short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
100%
As of December 31, 2012, securities of state and municipal governments represented 10% of
invested assets at fair value. Such investments are made throughout the U.S. At year-end 2012, 5% or
more of the state and municipal bond portfolio at fair value was invested in securities issued within the
following states: Texas (31%), Ohio (8%), Washington (7%), Illinois (5%), and Alabama (5%). Otherwise,
there was no significant concentration within any given state.
103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 15—Commitments and Contingencies (continued)
Corporate debt and equity investments are made in a wide range of industries. Below are the ten
largest industry concentrations held in the corporate portfolio at December 31, 2012, based on fair value:
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18%
Electric utilities and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17%
8%
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6%
Oil and gas extraction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6%
Pipelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5%
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4%
Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3%
Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3%
Telecommunications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3%
REITs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
At year-end 2012, 4% of invested assets at fair value was represented by fixed maturities rated
below investment grade (BB or lower as determined by the weighted average of available ratings from
rating services). Par value of these investments was $694 million, amortized cost was $585 million, and
fair value was $547 million. While these investments could be subject to additional credit risk, such risk
should generally be reflected in their fair value.
Collateral Requirements: Torchmark requires collateral
investments in instruments where
is available and is typically required because of the nature of the investment. Torchmark’s
for
collateral
mortgages are secured by the underlying real estate.
Guarantees: At December 31, 2012, Torchmark had in place three guarantee agreements, all of
which were either parent company guarantees of subsidiary obligations to a third party, or parent
company guarantees of obligations between wholly-owned subsidiaries. As of December 31, 2012,
Torchmark had no liability with respect to these guarantees.
Letters of Credit: Torchmark has guaranteed letters of credit in connection with its credit facility
with a group of banks. The letters of credit were issued by TMK Re, Ltd., a wholly-owned subsidiary,
to secure TMK Re, Ltd.’s obligation for claims on certain policies reinsured by TMK Re, Ltd. that were
sold by other Torchmark insurance companies. These letters of credit facilitate TMK Re, Ltd.’s ability
to reinsure the business of Torchmark’s insurance carriers. The agreement expires in 2015. The
maximum amount of letters of credit available is $250 million. Torchmark (parent company) would be
liable to the extent that TMK Re, Ltd. does not pay the reinsured party. At December 31, 2012, $198
million of letters of credit were outstanding.
Equipment leases: Torchmark has guaranteed performance of a subsidiary as lessee under
two leasing arrangements for aviation equipment. One of the leases expires in January, 2017 and the
other expires in August, 2019. At December 31, 2012, total remaining undiscounted payments under
the leases were approximately $7 million. Torchmark (parent company) would be responsible for any
subsidiary obligation in the event the subsidiary did not make payments or otherwise perform under
the terms of the lease.
Litigation:
Torchmark and its subsidiaries, in common with the insurance industry in general, are
subject to litigation, including claims involving tax matters, alleged breaches of contract, torts, including
bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s
subsidiaries, employment discrimination, and miscellaneous other causes of action. Based upon
information presently available, and in light of legal and other factual defenses available to Torchmark and
its subsidiaries, management does not believe that such litigation will have a material adverse effect on
Torchmark’s financial condition, future operating results or liquidity; however, assessing the eventual
outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by
juries and appellate courts in the future. This bespeaks caution, particularly in states with
judges,
104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 15—Commitments and Contingencies (continued)
reputations for high punitive damage verdicts such as Alabama and Mississippi. Torchmark’s
management recognizes that large punitive damage awards bearing little or no relation to actual damages
continue to be awarded by juries in jurisdictions in which Torchmark and its subsidiaries have substantial
business, particularly Alabama and Mississippi, creating the potential for unpredictable material adverse
judgments in any given punitive damage suit.
As previously reported in Securities and Exchange Commission (SEC) filings on March 15, 2011,
purported class action litigation was filed against American Income and Torchmark in the District Court for
the Northern District of Ohio (Fitzhugh v. American Income Life Insurance Company and Torchmark
Corporation, Case No. 1:11-cv-00533). The plaintiff, a formerly independently contracted American
Income agent, alleged that American Income intentionally misclassified its agents as independent
contractors rather than as employees in order to escape minimum wage and overtime requirements of the
Fair Labor Standards Act, as well as to avoid payroll taxes, workers compensation premiums and other
benefits required to be provided by employers. Monetary damages in the amount of unpaid compensation
plus liquidated damages and/or prejudgment interest as well as injunctive and/or declaratory relief were
sought by the plaintiff on behalf of the purported class. On November 3, 2011, the Court granted
American Income’s motion to compel arbitration and dismissed the case. Plaintiffs appealed this decision.
In May 2012, the parties negotiated a settlement of this matter and filed a joint motion for its approval by
the Court. On December 4, 2012, the Court entered an order approving the settlement and dismissing the
case with prejudice.
As previously reported in filings with the SEC, Torchmark subsidiary, United American was named as
defendant in purported class action litigation filed on May 31, 2011 in Cross County Arkansas Circuit
Court and subsequently removed to the United States District Court, Eastern District of Arkansas
(Kennedy v. United American Insurance Company (Case No. 2:11-cv-00131-SWW). In the litigation, filed
on behalf of a proposed nationwide class of owners of certain limited benefit hospital and surgical
expense policies from United American, the plaintiff alleged that United American breached the policy by
failing and/or refusing to pay benefits for the total number of days an insured is confined to a hospital and
by limiting payment to the number of days for which there are incurred hospital room charges despite
policy obligations allegedly requiring United American to pay benefits for services and supplies in addition
to room charges. Claims for unjust enrichment, breach of contract, bad faith refusal to pay first party
benefits, breach of the implied duty of good faith and fair dealing, bad faith, and violation of the Arkansas
Deceptive Trade Practices Act were initially asserted. The plaintiff sought declaratory relief, restitution
and/or monetary damages, punitive damages, costs and attorneys’ fees. In September 2011, the plaintiff
dismissed all causes of action, except for the breach of contract claim. On November 14, 2011, plaintiff
filed an amended complaint based upon the same facts asserting only breach of contract claims on behalf
of a purported nationwide restitution/monetary relief class or, in the first alternative, a purported multiple-
in the second alternative, a purported Arkansas statewide
state restitution/monetary relief class or,
restitution/monetary relief class. Restitution and/or monetary relief for United American’s alleged breach
of contract, costs, attorney’s fees and expenses, expert fees, prejudgment interest and other relief are
being sought on behalf of the plaintiff and members of the class. On December 7, 2011, United American
filed a Motion to Dismiss the plaintiff’s amended complaint, which the Court subsequently denied on July
24, 2012. On September 28, 2012, plaintiff filed a second amended and supplemental complaint with the
same allegations on behalf of a nationwide class or alternatively, an Arkansas statewide class limited to
GSP2 policies. Plaintiff filed a third supplemental and amending class action complaint and a motion for
leave to file to file an amended complaint on November 21, 2012 again with the same allegations but a
different plaintiff class and alternatively, for sub-classes or a multistate class, which was opposed by
United American. Plaintiff also filed a motion for class certification on November 21, 2012. On December
28, 2012, United American filed its response to plaintiffs’ motion for class certification. The parties are
presently awaiting the Court’s rulings on various outstanding motions and the trial of this case has been
continued until October 21, 2013.
With respect to its current litigation, at this time management believes that the possibility of a material
judgment adverse to Torchmark is remote and no estimate of range can be made for loss contingencies
that are at least reasonably possible but not accrued.
105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands except per share data)
Note 16—Selected Quarterly Data (Unaudited)
The following is a summary of quarterly results for the two years ended December 31, 2012. The
information is unaudited but includes all adjustments (consisting of normal accruals) which management
considers necessary for a fair presentation of the results of operations for these periods.
March 31,
June 30,
September 30, December 31,
Three Months Ended
2012:
Premium and policy charges . . . . . . . . . . . . . . . .
Net investment income . . . . . . . . . . . . . . . . . . . .
Realized investment gains(losses) . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition expenses . . . . . . . . .
Pretax income from continuing operations . . . . .
Income from continuing operations . . . . . . . . . . .
Income from discontinued operations . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per common share*
Continuing operations . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Total basic net income per share . . . . . . . .
Diluted net income per common share*
Continuing operations . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Total diluted net income per share . . . . . . .
2011:
Premium and policy charges . . . . . . . . . . . . . . . .
Net investment income . . . . . . . . . . . . . . . . . . . .
Realized investment gains(losses) . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of acquisition expenses . . . . . . . . .
Pretax Income from continuing operations . . . . .
Income from continuing operations . . . . . . . . . . .
Income from discontinued operations . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per common share*
Continuing operations . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Total basic net income per share . . . . . . . .
Diluted net income per common share*
Continuing operations . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Total diluted net income per share . . . . . . .
$718,475
174,121
5,006
897,923
512,647
96,498
170,235
118,677
0
118,677
1.19
0.00
1.19
1.17
0.00
1.17
$679,901
171,647
(22,723)
829,272
464,127
92,463
147,517
100,740
(599)
100,141
.87
(0.01)
.86
.85
(0.01)
.84
$705,582
175,176
4,661
885,795
484,807
96,601
186,380
128,988
0
128,988
1.33
0.00
1.33
1.32
0.00
1.32
$672,350
173,104
31,272
877,334
454,694
91,664
209,052
142,781
0
142,781
1.29
0.00
1.29
1.27
0.00
1.27
$699,860
169,400
7,283
877,100
479,119
94,016
188,791
130,672
0
130,672
1.37
0.00
1.37
1.36
0.00
1.36
$650,525
173,491
12,600
837,241
438,774
89,899
190,123
131,256
144
131,400
1.25
0.00
1.25
1.25
0.00
1.25
$732,545
174,947
20,883
928,698
479,109
98,052
220,587
150,987
0
150,987
1.60
0.00
1.60
1.58
0.00
1.58
$653,542
174,786
4,755
833,554
435,681
90,557
177,090
122,839
0
122,839
1.21
0.00
1.21
1.20
0.00
1.20
*
Basic and diluted net income per share by quarter may not add to per share income on a year-to-date basis due to share
weighting and rounding.
106
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
No disagreements with accountants on any matter of accounting principles or practices or financial
statement disclosure have been reported on a Form 8-K within the twenty-four months prior to the date of
the most recent financial statements.
Item 9A. Controls and Procedures
Torchmark, under the direction of the Co-Chief Executive Officers and the Executive Vice President
and Chief Financial Officer, has established disclosure controls and procedures that are designed to
ensure that information required to be disclosed by Torchmark in the reports that it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended
to ensure that such information is accumulated and communicated to Torchmark’s management,
including the Co-Chief Executive Officers and the Executive Vice President and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosures.
As of the end of the fiscal year completed December 31, 2012, an evaluation was performed under
the supervision and with the participation of Torchmark management, including the Co-Chief Executive
Officers and the Executive Vice President and Chief Financial Officer, of Torchmark’s disclosure controls
and procedures (as those terms are defined in Rule 13a-15(e) under the Securities Exchange Act of
1934). Based upon their evaluation, the Co-Chief Executive Officers and the Executive Vice President
and Chief Financial Officer have concluded that Torchmark’s disclosure controls and procedures are
effective as of the date of this Form 10-K. In compliance with Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. § 1350), each of these officers executed a Certification included as an exhibit to this
Form 10-K.
As of the quarter ended December 31, 2012, there have not been any changes in Torchmark’s
internal control over financial reporting or in other factors that could significantly affect this control over
financial reporting subsequent to the date of their evaluation which have materially affected, or are
reasonably likely to materially affect, Torchmark’s internal control over financial reporting. No material
weaknesses in such internal controls were identified in the evaluation and as a consequence, no
corrective action was required to be taken.
There were no items required.
Item 9B. Other Information
107
Management’s Report on Internal Control over Financial Reporting
Management at Torchmark Corporation is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company and for assessing the effectiveness of internal
control on an annual basis. As a framework for assessing internal control over financial reporting, the
Company utilizes the criteria for effective internal control over financial reporting described in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
Management excluded from its assessment the internal control over financial reporting at Family
Heritage Life Insurance Company of America, which was acquired on November 1, 2012 and whose
financial statements reflect total assets and total revenue constituting 4.6% and 0.9%, respectively, of the
consolidated financial statement amounts as of and for the year ended December 31, 2012.
There are inherent limitations in the effectiveness of any internal control, including the possibility of
human error and the circumvention or overriding of controls. Accordingly, even effective internal controls
can provide only reasonable assurance with respect to financial statement preparation. Further, because
of changes in conditions, the effectiveness of internal control may vary over time.
Management evaluated the Company’s internal control over financial reporting, and based on its
assessment, determined that the Company’s internal control over financial reporting was effective as of
December 31, 2012. The Company’s independent registered public accounting firm has issued an
attestation report on the Company’s internal control over financial reporting as stated in their report which
is included herein.
/s/ Gary L. Coleman
Gary L. Coleman
Co-Chief Executive Officer
/s/ Larry M. Hutchison
Larry M. Hutchison
Co-Chief Executive Officer
/s/ Frank M. Svoboda
Frank M. Svoboda
Executive Vice President and
Chief Financial Officer
February 27, 2013
108
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Torchmark Corporation
McKinney, Texas
We have audited the internal control over financial reporting of Torchmark Corporation and subsidiaries
(“Torchmark”) as of December 31, 2012, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
Torchmark’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on Torchmark’s internal control over financial reporting based on our audit.
As described in Management’s Report on Internal Control over Financial Reporting, management
excluded from its assessment
the internal control over financial reporting at Family Heritage Life
Insurance Company of America, which was acquired on November 1, 2012 and whose financial
statements constitute 4.6% of
the consolidated financial
statement amounts as of and for the year ended December 31, 2012. Accordingly, our audit did not
include the internal control over financial reporting at Family Heritage Life Insurance Company of
America.
total assets and 0.9% of
total revenue of
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit
internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
included obtaining an understanding of
the company’s principal executive and principal
A company’s internal control over financial reporting is a process designed by, or under the supervision
of,
financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of
financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of
transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of
the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
the company; (2) provide reasonable assurance that
financial reporting and the preparation of
the assets of
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may
not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of
the internal control over financial reporting to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In our opinion, Torchmark maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedules as of and
for the year ended December 31, 2012 of Torchmark and our report dated February 28, 2013 expressed
an unqualified opinion on those financial statements and financial statement schedules.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 28, 2013
109
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item is incorporated by reference from the sections entitled “Election of
Directors,” “Profiles of Director Nominees,” “Executive Officers,” “Audit Committee Report,” “Governance
Guidelines and Codes of Ethics,” “Director Qualification Standards,” “Procedures for Director Nominations
by Stockholders,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement
for the Annual Meeting of Stockholders to be held April 25, 2013 (the Proxy Statement), which is to be
filed with the Securities and Exchange Commission (SEC).
Item 11. Executive Compensation
Information required by this item is incorporated by reference from the sections entitled
“Compensation Discussion and Analysis”, “Compensation Committee Report”, “Summary Compensation
Table”, “2012 Grants of Plan-based Awards”, “Outstanding Equity Awards at Fiscal Year End 2012”,
“Option Exercises and Stock Vested during Fiscal Year Ended December 31, 2012”, “Pension Benefits at
December 31, 2012”, “Potential Payments upon Termination or Change in Control”, “2012 Director
Compensation”,
“Payments to Directors” and “Compensation Committee Interlocks and Insider
Participation” in the Proxy Statement, which is to be filed with the SEC.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
(a)
Equity Compensation Plan Information
As of December 31, 2012
Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
Weighted-average
exercise price of
outstanding options,
warrants, and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
7,332,137
$38.14
4,536,301
Plan Category
Equity compensation
plans approved by
security holders . . .
Equity compensation
plans not approved
by security
holders . . . . . . . . . .
Total . . . . . . . . . . . . . .
7,332,137
(b) Security ownership of certain beneficial owners:
0
0
$38.14
0
4,536,301
Information required by this item is incorporated by reference from the section entitled “Principal
Stockholders” in the Proxy Statement, which is to be filed with the SEC.
(c) Security ownership of management:
Information required by this item is incorporated by reference from the section entitled “Stock
Ownership” in the Proxy Statement, which is to be filed with the SEC.
(d) Changes in control:
Torchmark knows of no arrangements, including any pledges by any person of its securities, the
operation of which may at a subsequent date result in a change of control.
Item 13. Certain Relationships and Related Transactions and Director Independence
Information required by this item is incorporated by reference from the sections entitled “Related
Party Transaction Policy and Transactions” and “Director Independence Determinations” in the Proxy
Statement, which is to be filed with the SEC.
Item 14. Principal Accountant Fees and Services
Information required by this Item is incorporated by reference from the section entitled “Principal
Accounting Firm Fees” and “Pre-approval Policy” in the Proxy Statement, which is to be filed with the
SEC.
110
PART IV
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 . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets at December 31, 2012 and 2011 . . . . . . . . . . . . . . .
Consolidated Statements of Operations for each of the three years in the period
ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for each of the three years in
the period ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for each of the three years in
the period ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedules Supporting Financial Statements for each of the three years in the period
ended December 31, 2012:
II. Condensed Financial Information of Registrant (Parent Company) . . . . . . . . . . . . .
IV. Reinsurance (Consolidated) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
55
56
57
58
59
60
118
122
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.
111
EXHIBITS
Page of
this
Report
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
10.1
10.2
Restated Certificate of Incorporation of Torchmark Corporation, filed with the Delaware
Secretary of State on April 30, 2010 (incorporated by reference from Exhibit 3.1.2 to
Form 8-K dated May 5, 2010)
Amended and Restated By-Laws of Torchmark Corporation, as amended April 20, 2012
(incorporated by reference from Exhibit 3.2 to Form 8-K dated April 24, 2012)
Specimen Common Stock Certificate (incorporated by reference from Exhibit 4(a) to
Form 10-K for the fiscal year ended December 31, 1989)
Trust Indenture dated as of February 1, 1987 between Torchmark Corporation and
Morgan Guaranty Trust Company of New York, as Trustee (incorporated by reference
from Exhibit 4(b)
to Form S-3 for $300,000,000 of Torchmark Corporation Debt
Securities and Warrants (Registration No. 33-11816))
Junior Subordinated Indenture, dated November 2, 2001, between Torchmark
the 7 3⁄4% Junior
Corporation and The Bank of New York defining the rights of
Subordinated Debentures (incorporated by reference from Exhibit 4.3 to Form 8-K dated
November 2, 2001)
Indenture, dated as of December 14, 2001, between Torchmark,
Supplemental
BankOne Trust Company, National Association and The Bank of New York,
supplementing the Indenture Agreement dated February 1, 1987 (incorporated herein by
reference to Exhibit 4(b) to Torchmark’s Registration Statement on Form S-3 (File No.
33-11716), and defining the rights of the 6 1⁄4% Senior Notes (incorporated by reference
from Exhibit 4.1 to Form 8-K dated December 14, 2001)
Second Supplemental
Indenture dated as of June 23, 2006 between Torchmark
Corporation, J.P. Morgan Trust Company, National Association and The Bank of New
York Trust Company, N.A. (incorporated by reference from Exhibit 4.1 to Form 8-K filed
June 23, 2006)
Third Supplemental
Indenture dated as of June 30, 2009 between Torchmark
Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by
reference from Exhibit 4 to Form 10-Q for the quarter ended June 30, 2009)
Fourth Supplemental Indenture dated as of September 24, 2012 between Torchmark
Corporation and The Bank of New York Mellon Trust Company, N. A., as Trustee,
supplementing the Indenture dated February 1, 1987 (incorporated by reference from
Exhibit 4.2 to Form 8-K dated September 24, 2012)
First Supplemental Indenture dated as of September 24, 2012, between Torchmark
Corporation and The Bank of New York Mellon Trust Company, N. A., as Trustee,
supplementing the Junior Subordinated Indenture dated November 2, 2001,
(incorporated by reference from Exhibit 4.5 to Form 8-K dated September 24, 2012)
Certificate and Declaration of Trust of SAFC Statutory Trust I dated February 16, 2006
Amended and Restated Declaration of Trust of SAFC Statutory Trust I dated March 1,
2006
Indenture dated as of March 1, 2006 for Fixed/Floating Rate Junior Subordinated
Deferrable Interest Debentures due 2036 between Southwestern American Financial
Corporation and Wilmington Trust Company
Torchmark Corporation and Affiliates Retired Lives Reserve Agreement, as amended,
and Trust (incorporated by reference from Exhibit 10(b) to Form 10-K for the fiscal year
ended December 31, 1991)*
Capital Accumulation and Bonus Plan of Torchmark Corporation, as amended,
(incorporated by reference from Exhibit 10(c) to Form 10-K for the fiscal year ended
December 31, 1988)*
112
Page of
this
Report
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
Torchmark Corporation Supplementary Retirement Plan (incorporated by reference
from Exhibit 10(c) to Form 10-K for the fiscal year ended December 31, 1992)*
Credit Agreement dated as of December 10, 2010 among Torchmark Corporation, as
the Borrower, TMK Re, Ltd., as a Loan Party, Wells Fargo Bank, National Association,
as Administrative Agent, Swing Line Lender, L/C Issuer and L/C Administrator and the
other lenders listed therein (incorporated by reference from Exhibit 10.01 to Form 8-K
dated December 16, 2010)
First Amendment
to Credit Agreement dated as of September 27, 2012, among
Torchmark Corporation, as Borrower, TMK Re, Ltd, the other lenders listed on the
signature pages hereof as Lenders and Wells Fargo Bank, National Association, as
Administrative Agent (incorporated by reference from Exhibit 10.1 to Form 8-K dated
October 1, 2012)
Certified Copy of Resolution Regarding Director Retirement Benefit Program
(incorporated by reference from Exhibit 10(e) to Form 10-K for the fiscal year ended
December 31, 1999)*
Torchmark Corporation Restated Deferred Compensation Plan for Directors, Advisory
Directors, Directors Emeritus and Officers, as amended (incorporated by reference
from Exhibit 10(e) to Form 10-K for the fiscal year ended December 31, 1992)*
The Torchmark Corporation 1987 Stock Incentive Plan (incorporated by reference from
Exhibit 10(f) to Form 10-K for the fiscal year ended December 31, 1998)*
General Agency Contract between Liberty National Life Insurance Company and First
Command Financial Services, Inc., (formerly known as Independent Research Agency
For Life Insurance, Inc.) (incorporated by reference from Exhibit 10(i) to Form 10-K for
the fiscal year ended December 31, 1990)
Amendment to General Agency Contract between First Command Financial Services
and Liberty National Life Insurance Company (incorporated by reference from
Exhibit 10.1 to Form 10-Q for the First Quarter 2005)**
Form of Deferred Compensation Agreement Between Torchmark Corporation or
Subsidiary and Officer at the Level of Vice President or Above Eligible to Participate in
the Torchmark Corporation and Affiliates Retired Lives Reserve Agreement and to
Retire Prior to December 31, 1986 (incorporated by reference from Exhibit 10(k) to
Form 10-K for the fiscal year ended December 31, 1991)*
Form of Deferred Compensation Agreement between Torchmark Corporation or
Subsidiary and Officer at the Level of Vice President or Above Eligible to Participate in
the Torchmark Corporation and Affiliates Retired Lives Reserve Agreement and Not
Eligible to Retire Prior
to December 31, 1986 (incorporated by reference from
Exhibit 10(l) to Form 10-K for the fiscal year ended December 31, 1991)*
Form of Deferred Compensation Agreement Between Torchmark Corporation or
the Level of Vice President or Above Not Eligible to
Subsidiary and Officer at
Participate in Torchmark Corporation and Affiliates Retired Lives Reserve Agreement
(incorporated by reference from Exhibit 10(j) to Form 10-K for the fiscal year ended
December 31, 1991)*
Service Agreement, dated as of January 1, 1991, between Torchmark Corporation and
Liberty National Life Insurance Company (prototype for agreements between
Torchmark Corporation and other principal operating subsidiaries) (incorporated by
reference from Exhibit 10(n) to Form 10-K for the fiscal year ended December 31,
1992)
10.15
The Torchmark Corporation Amended and Restated Pension Plan (incorporated by
reference from Exhibit 10.15 to Form 10-K for the fiscal year ended December 31,
2010)*
113
Page of
this
Report
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Amendment Sixteen to the Torchmark Corporation Amended and Restated Pension
Plan (as Restated Effective January 1, 2009)*
The Torchmark Corporation 1998 Stock Incentive Plan (incorporated by reference from
Exhibit 10(n) to Form 10-K for the fiscal year ended December 31, 1998)*
The Torchmark Corporation Savings and Investment Plan (amended and restated as of
January 1, 2009)* (incorporated by reference from Exhibit 10.17 to Form 10-K for the
fiscal year ended December 31, 2010)
Torchmark Corporation 2008 Management Incentive Plan (incorporated by reference
from Exhibit 10.1 to Form 8-K dated April 30, 2008)*
Coinsurance and Servicing Agreement between Security Benefit Life Insurance
Company and Liberty National Life Insurance Company, effective as of December 31,
1995 (incorporated by reference from Exhibit 10(u) to Form 10-K for the fiscal year
ended December 31, 1995)
Torchmark Corporation 1996 Non-Employee Director Stock Option Plan (incorporated by
reference from Exhibit 10(w) to Form 10-K for the fiscal year ended December 31, 1996)*
Torchmark Corporation 1996 Executive Deferred Compensation Stock Option Plan
(incorporated by reference from Exhibit 10(x) to Form 10-K for the fiscal year ended
December 31, 1996)*
Form of Retirement Life Insurance Benefit Agreement ($1,995,000 face amount limit)
(incorporated by reference from Exhibit 10(z) to Form 10-K for the fiscal year ended
December 31, 2001)*
Form of Retirement Life Insurance Benefit Agreement ($495,000 face amount limit)
(incorporated by reference from Exhibit 10(aa) to Form 10-K for the fiscal year ended
December 31, 2001)*
Payments to Directors*
Form of Non-Formula Based Director Stock Option Agreement pursuant to Torchmark
Corporation 2005 Non-Employee Director Incentive Plan (incorporated by reference
from Exhibit 10.2 to Form 10-Q for the First Quarter 2005)*
Form of Stock Option Agreement pursuant to Torchmark Corporation 2005 Incentive
Plan (Section 16(a) (restoration)) (incorporated by reference from Exhibit 10.3 to
Form 10-Q for the First Quarter 2005)*
Form of Stock Option Agreement pursuant to Torchmark Corporation 2005 Incentive
Plan (restoration general) (incorporated by reference from Exhibit 10.4 to Form 10-Q
for the First Quarter 2005)*
Form of Stock Option Agreement pursuant to Torchmark Corporation 2005 Incentive
Plan (bonus) (incorporated by reference from Exhibit 10.36 to Form 10-K for the fiscal
year ended December 31, 2005)*
Form of Stock Option Agreement pursuant to Torchmark Corporation 2005 Incentive
Plan (regular vesting) (incorporated by reference from Exhibit 10.37 to Form 10-K for
the fiscal year ended December 31, 2005)*
Torchmark Corporation 2005 Non-Employee Director Incentive Plan (incorporated by
reference from Exhibit 10.1 to Form 8-K dated May 4, 2005)*
Torchmark Corporation 2005 Stock Incentive Plan (incorporated by reference from
Exhibit 10.2 to Form 8-K dated May 4, 2005)*
Form of Deferred Compensation Stock Option Grant Agreement pursuant
to the
Torchmark Corporation 2005 Non-Employee Director Incentive Plan (incorporated by
reference from Exhibit 10.3 to Form 8-K dated May 4, 2005)*
Torchmark Corporation Amended and Restated 2005 Incentive Plan (incorporated by
reference from Exhibit 10.1 to Form 10-Q for quarter ended March 31, 2006)*
114
Page of
this
Report
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
Torchmark Corporation Amended and Restated 2005 Non-Employee Director Incentive
Plan (incorporated by reference from Exhibit 10.2 to Form 10-Q for quarter ended
March 31, 2006)*
Form of Director Stock Option Issued under Torchmark Corporation Amended and
Restated 2005 Non-Employee Director Incentive Plan (incorporated by reference from
Exhibit 10.3 to Form 10-Q for quarter ended March 31, 2006)*
Amendment One
to Torchmark Corporation Supplementary Retirement Plan
(incorporated by reference from Exhibit 10.4 to Form 10-Q for quarter ended March 31,
2006)*
Torchmark Corporation Supplemental Executive Retirement Plan (incorporated by
reference from Exhibit 10.1 to Form 8-K dated January 25, 2007)*
Torchmark Corporation 2007 Long-Term Compensation Plan (incorporated by reference
from Exhibit 99.1 to Form 8-K dated May 2, 2007)*
Form of Stock Option Award Agreement under Torchmark Corporation 2007 Long-Term
Compensation Plan (incorporated by reference from Exhibit 99.2 to Form 8-K dated
May 2, 2007)*
Form of Restricted Stock Award (Board grant) under Torchmark Corporation 2007 Long-
Term Compensation Plan (incorporated by reference from Exhibit 99.3 to Form 8-K dated
May 2, 2007)*
Torchmark Corporation Non-Employee Director Compensation Plan, as amended and
restated (incorporated by reference from Exhibit 10.1 to Form 8-K dated April 29, 2008)*
Amendment No. 1 to the Torchmark Corporation Supplemental Executive Retirement
Plan (incorporated by reference from Exhibit 10.53 to Form 10-K for the fiscal year ended
December 31, 2007)*
Amendment No. 2 to the Torchmark Corporation Supplemental Executive Retirement
Plan (incorporated by reference from Exhibit 10.54 to Form 10-K for the fiscal year ended
December 31, 2007)*
Amendment No. 2 to the Torchmark Corporation Supplementary Retirement Plan
(incorporated by reference from Exhibit 10.55 to Form 10-K for the fiscal year ended
December 31, 2007)*
Amendment No. 3 to the Torchmark Corporation Supplementary Retirement Plan
(incorporated by reference from Exhibit 10.56 to Form 10-K for the fiscal year ended
December 31, 2007)*
Form of Restricted Stock Award Notice under Torchmark Corporation Non-Employee
Director Compensation Plan (incorporated by reference from Exhibit 10.57 to Form 10-K
for the fiscal year ended December 31, 2007)*
Form of Restricted Stock Unit Award Notice under Torchmark Corporation Non-Employee
Director Compensation Plan (incorporated by reference from Exhibit 10.58 to Form 10-K
for the fiscal year ended December 31, 2007)*
Form of Restricted Stock Award (Compensation Committee grant) under Torchmark
Corporation 2007 Long-Term Compensation Plan (incorporated by reference from
Exhibit 10.59 to Form 10-K for the fiscal year ended December 31, 2007)*
Amendment Four
to the Torchmark Corporation Supplementary Retirement Plan
(incorporated by reference from Exhibit 10.52 to Form 10-K for the fiscal year ended
December 31, 2008)*
Amendment Three to the Torchmark Corporation Supplemental Executive Retirement
Plan (incorporated by reference from Exhibit 10.53 to Form 10-K for the fiscal year ended
December 31, 2008)*
115
Page of
this
Report
10.52
10.53
10.54
10.55
10.56
10.57
10.58
10.59
10.60
10.61
10.62
10.63
10.64
10.65
10.66
10.67
10.68
(11)
(12)
(20)
(21)
Amendment One to the Torchmark Corporation Restated Deferred Compensation Plan for
Directors, Advisory Directors, Directors Emeritus and Officers (incorporated by reference
from Exhibit 10.54 to Form 10-K for the fiscal year ended December 31, 2008)*
Amendment Two to the Torchmark Corporation Restated Deferred Compensation Plan
(incorporated by reference from Exhibit 10.55 to Form 10-K for the fiscal year ended
December 31, 2008)*
Amendment
to the Torchmark Corporation 2007 Long-Term Compensation Plan
(incorporated by reference from Exhibit 10.56 to Form 10-K for the fiscal year ended
December 31, 2008)*
Amendment Five to the Torchmark Corporation Savings and Investment Plan
(amended and restated as of January 1, 2009) (incorporated by reference from Exhibit
10.54 to Form 10-K for the fiscal year ended December 31, 2011)*
Amendment Six to the Torchmark Corporation Savings and Investment Plan (As
Restated Effective January 1, 2009)*
Receivables Purchase Agreement dated as of December 31, 2008 among AILIC
Receivables Corporation, American Income Life Insurance Company and TMK Re, Ltd.
(incorporated by reference from Exhibit 10.1 to Form 8-K dated January 6, 2009)
Torchmark Corporation Amended 2011 Non-Employee Director Compensation Plan
Form of Stock Option under Torchmark Corporation 2011 Non-Employee Director
Compensation Plan (incorporated by reference from Exhibit 10.57 to Form 10-K for
fiscal year ended December 31,2010)*
Form of Restricted Stock Award Notice under Torchmark Corporation 2011 Non-
Employee Director Compensation Plan (incorporated by reference from Exhibit 10.58
to Form 10-K for fiscal year ended December 31, 2010)*
Form of Restricted Stock Unit Award Notice under Torchmark Corporation 2011 Non-
Employee Director Compensation Plan (incorporated by reference from Exhibit 10.59
to Form 10-K for fiscal year ended December 31, 2010)*
Torchmark Corporation 2011 Incentive Plan (incorporated by reference from Exhibit
10.1 to Form 8-K dated May 4, 2011)*
Form of Restricted Stock Award (Executive) under Torchmark Corporation 2011
Incentive Plan (incorporated by reference from Exhibit 10.2 to Form 8-K dated
May 4, 2011)*
Form of Restricted Stock Award (Special) under Torchmark Corporation 2011 Incentive
Plan (incorporated by reference from Exhibit 10.3 to Form 8-K dated May 4, 2011)*
Form of Ten year Stock Option under Torchmark Corporation 2011 Incentive Plan
(incorporated by reference from Exhibit 10.4 to Form 8-K dated May 4, 2011)*
Form of Five year Stock Option under Torchmark Corporation 2011 Incentive Plan
(incorporated by reference from Exhibit 10.5 to Form 8-K dated May 4, 2011)*
Form of Performance Share Award under Torchmark Corporation 2011 Incentive Plan
(incorporated by reference from Exhibit 10.1 to Form 8-K dated February 27, 2012)*
Second Amendment
to Credit Agreement dated as of January 10, 2013 among
Torchmark Corporation as Borrower, TMK Re, Ltd., the other lenders listed on the
signature pages hereof as Lenders and Wells Fargo Bank, National Association, as
Administrative Agent (incorporated by reference from Exhibit 10.1 to Form 8-K dated
January 14, 2013)
Statement re computation of per share earnings
Statement re computation of ratios
Proxy Statement for Annual Meeting of Stockholders to be held April 25, 2013***
Subsidiaries of the registrant
116
118
118
Page of
this
Report
(23)
(24)
(31.1)
(31.2)
(31.3)
(32.1)
Consent of Deloitte & Touche LLP
Powers of attorney
Rule 13a-14(a)/15d-14(a) Certification by Gary L. Coleman
Rule 13a-14(a)/15d-14(a) Certification by Larry M. Hutchison
Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda
Section 1350 Certification by Gary L. Coleman, Larry M. Hutchison and Frank M.
Svoboda
(101)
Interactive Data File
Compensatory plan or arrangement.
*
** Certain portions of the exhibit have been omitted pursuant to a request for confidential treatment which was granted June 23,
2010 effective until May 9, 2015. The non-public information was filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
*** To be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2012.
117
Exhibit 11. Statement re computation of per share earnings
TORCHMARK CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Twelve Months Ended December 31,
2011
2012
2010
Income from continuing operations . . . . . . . . . . . . . . . . . . . $529,324,000 $497,616,000 $504,095,000
(5,229,000)
Income (loss) from discontinued operations . . . . . . . . . . .
(455,000)
0
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $529,324,000 $497,161,000 $498,866,000
Basic weighted average shares outstanding . . . . . . .
Diluted weighted average shares outstanding . . . . . .
96,614,199
97,898,388
108,278,113
109,815,390
122,009,228
123,123,338
Basic net income per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . $
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . .
Total basic net income per share . . . . . . . . . . . . . $
Diluted net income per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . $
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . .
Total diluted net income per share . . . . . . . . . . . $
5.48 $
0.00
5.48 $
5.41 $
0.00
5.41 $
4.60 $
(0.01)
4.59 $
4.53 $
0.00
4.53 $
4.13
(0.04)
4.09
4.09
(0.04)
4.05
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
American Income Life
Insurance Company
Globe Life And Accident
Insurance Company
Liberty National Life
Insurance Company
United American
Insurance Company
State of
Incorporation
Indiana
Nebraska
Nebraska
Name Under Which
Company Does
Business
American Income Life
Insurance Company
Globe Life And Accident
Insurance Company
Liberty National Life
Insurance Company
Nebraska
United American
Insurance Company
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” on pages 112 through 117 of this report. Exhibits not referred to have been omitted as
inapplicable or not required.
118
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(Amounts in thousands)
December 31,
2012
2011
Assets:
Investments:
Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
31,060
1,610
$
36,458
58
Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,670
0
5,780,762
156,995
86,391
27,635
36,516
27,099
4,960,492
50,977
61,616
7,581
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,084,453
$5,144,281
Liabilities and shareholders’ equity:
Liabilities:
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 319,043
1,139,253
59,358
205,013
$ 224,842
790,571
145,556
123,681
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,722,667
1,284,650
Shareholders’ equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
351
105,812
790,293
925,275
3,403,338
(863,283)
351
112,312
775,842
549,916
3,264,711
(843,501)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,361,786
3,859,631
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,084,453
$5,144,281
See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
119
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
CONDENSED STATEMENTS OF OPERATIONS
(Amounts in thousands)
Year Ended December 31,
2011
2012
2010
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized investment gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 22,968
(3,534)
$ 23,542
508
$ 26,031
(1,646)
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,434
24,050
24,385
General operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursements from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,549
(31,184)
81,145
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99,510
30,945
(19,335)
75,426
87,036
21,682
(13,375)
74,827
83,134
Operating income (loss) before income taxes and equity in earnings of
affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(80,076)
(62,986)
(58,749)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,916
14,380
18,521
Net operating loss before equity in earnings of affiliates . . . . . . . . . . . . . . . .
Equity in earnings of affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(55,160)
584,484
(48,606)
545,767
(40,228)
539,094
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$529,324
$497,161
$498,866
See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
120
TORCHMARK CORPORATION
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT—(continued)
CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year Ended December 31,
2011
2012
2010
Cash provided from (used for) operations before dividends from
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(5,652)
436,814
$ (33,042)
769,139
$ (33,403)
370,947
Cash provided from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
431,162
736,097
337,544
Cash provided from (used for) investing activities:
Acquisition of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease (increase) in short-term investments . . . . . . . . . . . . . . . . . .
Acquisition of Family Heritage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in other subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
3,955
(17,524)
(213,747)
(205)
0
11,828
62,524
0
(25,000)
(14,279)
33
106,881
0
(18,722)
Cash provided from (used for) investing activities . . . . . . . . . . . . . . . . . . . . .
(227,521)
49,352
73,913
Cash provided from (used for) financing activities:
Issuance of 3.8% Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of 5.875% Junior Subordinated Debentures . . . . . . . . . . . . . . . .
Acquisition of 9 1⁄4% Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption of 7.1% Junior Subordinated Debentures . . . . . . . . . . . . . . .
Net issuance (repayment) of commercial paper . . . . . . . . . . . . . . . . . . . . .
Issuance of stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net borrowings to/from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit on stock option exercises . . . . . . . . . . . . . . . . . . . . . . .
Payment of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
296,646
120,811
0
(123,711)
245
181,022
(570,165)
(69,000)
12,209
(78,797)
0
0
0
0
25,967
162,613
(972,556)
96,000
2,021
(72,395)
0
0
(8,913)
0
(34,432)
37,863
(246,006)
(86,800)
162
(73,331)
Cash provided from (used for) financing activities . . . . . . . . . . . . . . . . . . . . .
(230,740)
(758,350)
(411,457)
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27,099)
27,099
27,099
0
Cash balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0
$ 27,099
$
0
0
0
See Notes to Condensed Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
121
TORCHMARK CORPORATION
(PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Amounts in thousands)
Note A—Dividends from Subsidiaries
Cash dividends paid to Torchmark from the subsidiaries were as follows:
Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$436,814
$769,139
$370,947
2012
2011
2010
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,
2011
2012
2010
Stock-based compensation not involving cash . . . . . . . . .
Debt assumed to acquire Family Heritage . . . . . . . . . . . . .
$21,605
20,000
$14,954
0
$11,848
0
The following table summarizes certain amounts paid (received) during the period:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$76,833
29,251
$74,569
22,893
$75,909
2,379
Year Ended December 31,
2010
2011
2012
Note C—Preferred Stock
As of December 31, 2012, 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.
122
TORCHMARK CORPORATION
SCHEDULE IV. REINSURANCE (CONSOLIDATED)
(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,
2012:
Life insurance in force . . . . . . . . . . . . . . $150,107,614
$800,905
$4,138,180
$153,444,889
2.7%
Premiums:(2)
Life insurance . . . . . . . . . . . . . . . . . . . $ 1,762,640
1,049,608
Health insurance . . . . . . . . . . . . . . . .
$ 7,592
2,229
Total premium . . . . . . . . . . . . . . . . $ 2,812,248
$ 9,821
$
$
30,725
0
$ 1,785,773
1,047,379
30,725
$ 2,833,152
1.7%
0%
1.1%
For the Year Ended December 31,
2011:
Life insurance in force . . . . . . . . . . . . . . $144,778,793
$738,935
$4,414,247
$148,454,105
3.0%
Premiums:(2)
Life insurance . . . . . . . . . . . . . . . . . . . $ 1,675,307
931,751
Health insurance . . . . . . . . . . . . . . . .
$ 4,716
2,285
Total premium . . . . . . . . . . . . . . . . $ 2,607,058
$ 7,001
$
$
31,311
0
$ 1,701,902
929,466
31,311
$ 2,631,368
1.8%
0%
1.2%
For the Year Ended December 31,
2010:
Life insurance in force . . . . . . . . . . . . . . $140,653,839
$722,577
$4,743,222
$144,674,484
3.3%
Premiums:(2)
Life insurance . . . . . . . . . . . . . . . . . . . $ 1,618,973
990,024
Health insurance . . . . . . . . . . . . . . . .
$ 4,684
2,603
Total premium . . . . . . . . . . . . . . . . $ 2,608,997
$ 7,287
$
$
23,419
0
$ 1,637,708
987,421
23,419
$ 2,625,129
1.4%
0%
.9%
(1) No amounts have been netted against ceded premium
(2) Excludes policy charges of $23,310, $24,950, and $26,629 in each of the years 2012, 2011, and 2010, respectively.
See accompanying Report of Independent Registered Public Accounting Firm.
123
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.
SIGNATURES
By:
By:
By:
TORCHMARK CORPORATION
/s/ GARY L. COLEMAN
Gary L. Coleman,
Co-Chief Executive Officer and Director
/s/ LARRY M. HUTCHISON
Co-Chief Executive Officer and Director
/s/ FRANK M. SVOBODA
Frank M. Svoboda, Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Date: February 27, 2013
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:
By:
By:
By:
By:
By:
/s/ CHARLES E. ADAIR *
Charles E. Adair
Director
Marilyn A. Alexander
Director
/S/ DAVID L. BOREN *
David L. Boren
Director
/s/
JANE M. BUCHAN *
Jane M. Buchan
Director
/s/ ROBERT W. INGRAM *
Robert W. Ingram
Director
/s/ MARK S. MCANDREW *
Mark S. McAndrew
Director
Date: February 27, 2013
*By:
/s/ FRANK M. SVOBODA
Frank M. Svoboda
Attorney-in-fact
/s/ LLOYD W. NEWTON *
Lloyd W. Newton
Director
/s/ SAM R. PERRY *
Sam R. Perry
Director
Wesley D. Propheroe
Director
/s/ DARREN M. REBELEZ *
Darren M. Rebelez
Director
/s/ LAMAR C. SMITH *
Lamar C. Smith
Director
/s/ PAUL J. ZUCCONI *
Paul J. Zucconi
Director
By:
By:
By:
By:
By:
By:
124
3700 S. Stonebridge Drive
McKinney, Texas 75070
www.torchmarkcorp.com
2012 ANNUAL REPORT