2012 Annual Report and Form 10-K

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2012 Annual Report and Form 10-K 3700 S. Stonebridge Drive McKinney, Texas 75070 www.torchmarkcorp.com 2012 ANNUAL REPORT PRINCIPAL EXECUTIVE OFFICE STOCK TR ANsfeR AGENT AND TORCHMARK 3700 South Stonebridge Drive SHAREHOLDER AssIstANCE CORPOR ATION McKinney, Texas 75070 Wells Fargo Shareowner Services WEBSIte (972) 569-4000 P.O. Box 64854 St. Paul, MN 55164-0854 On the home page at or www.torchmarkcorp.com ANNUAL MeetING 1110 Centre Pointe Curve, Suite 101 are links to the web pages of: OF SHAREHOLDERS Mendota Heights, MN 55120-4100 10:00 a.m. CDT, Thursday, April 25, 2013 Toll-Free Number: (866) 557-8699 • Torchmark’s Principal Corporate Headquarters TDD: Hearing impaired can use Subsidiaries 3700 South Stonebridge Drive a relay service • Torchmark’s Annual McKinney, Texas 75070 Outside the U.S.: (651) 450-4064 Reports/10-K and Proxy Website: www.shareowneronline.com • Employment The proceedings will be webcast live • Benevolence and in replay on the Investor Relations • Investor Relations page of the Torchmark Corporation DIVIDEND ReINvestMENT Torchmark maintains a dividend website. The Company’s Annual Meeting The Investor Relations page reinvestment plan for all holders of will be conducted in accordance with its contains a menu with links to its common stock. Under the plan, Shareholder Rights Policy. A copy of this many topics of interest to investors shareholders may reinvest all or part of policy can be obtained on the Company’s and other interested third parties: their dividends in additional shares of website, or by contacting the Corporate • Annual Reports, 10-K common stock and may also make periodic Secretary at the Torchmark Corporation and Proxy Statements additional cash payments of up to $3,000 headquarters address. • News Releases toward the purchase of Torchmark stock. • Stock Quotes Participation is voluntary. More information INvestOR RelATIONS • SEC Filings on the plan may be obtained from the • XBRL Contact: Mike Majors Stock Transfer Agent by calling toll-free • Financial Reports and Other Phone: (972) 569-3627 (866) 557-8699 or by writing: Torchmark Financial Information Fax: (972) 569-3282 Corporation, c/o Wells Fargo Shareowner • Officers E-Mail: [email protected] Services, P.O. Box 64874, St. Paul, • Torchmark Calendar Individual Stock Ownership Information: MN 55164-0874 or 1110 Centre Pointe • Management Presentations (205) 325-4270 Curve, Suite 101, Mendota Heights, MN • Conference Calls on the Web, 55120-4100. Replays, and Transcripts INDEPENDENT REGIsteRED • Corporate Governance PUBLIC ACCOUNTANts AutOMATIC DePOSIT including: - Corporate By-Laws Deloitte & Touche LLP OF DIVIDENDS 2200 Ross Avenue - Shareholder Rights Policy Automatic deposit of dividends is available - Code of Business Suite 1600 to shareholders who wish to have Dallas, Texas 75201 Conduct and Ethics their dividends directly deposited into - Code of Ethics for CEO and the financial institution of their choice. Senior Financial Officers STOCK EXCHANGE LIstINGS Authorization forms may be obtained from - Corporate Governance New York Stock Exchange the Stock Transfer Agent by calling toll-free Guidelines Symbol: TMK (866) 557-8699. - Employee Complaint The London Stock Exchange, Procedure London, England - Members of the Board - Board Committees - Audit Committee Charter INDENTURE TRUSTEE FOR - Compensation 1 7 3 3 9 /4%, 7 /8%, 7 /8%, 6 /8%, AND Committee Charter 4 3 /5% seNIOR NOTES AND - Governance & Nominating 7 5 /8% JUNIOR suBORDINAteD Committee Charter DEBENtuRes - How to Contact the The Bank of New York Mellon Board of Directors Trust Company, N.A. - Director Independence 601 Travis Street Criteria, Qualification Houston, TX 77002 Standards and Resignation Policy Attention: Corporate Trust Administration • Annual Meeting of Toll-Free Number: (800) 254-2826 Shareholders Website: www.bnymellon.com/corporatetrust • Stock Transfer Agent and 7 The 5 /8% debentures trade through Shareholder Assistance Depository Trust Company under global • Dividend Reinvestment certificates listed on the New York Stock • Automatic Deposit Exchange (NYSE Symbol TMKPRB). of Dividends • Contact Information 16 · TORCHMARK CORPORATION · · TORCHMARK CORPORATION · 1 FINANCIAL HIGHLIGHts* In thousands, except percentage and per share amounts 2012 2011 % CHANGE OPERATIonS: Total Premium $2,856,866 $2,657,345 7.5 Net Operating Income 506,647 493,700 2.6 Annualized Life Premium In Force 1,895,017 1,813,705 4.5 Annualized Health Premium In Force 1,228,502 1,016,393 20.9 Diluted Average Shares Outstanding 97,898 109,815 (10.9) Net Operating Income as a Return on Average Common Equity 15.5% 14.7% PeR COMMon ShaRE (ON A DILUTed BASIS): Net Operating Income $5.18 $4.50 15.1 Shareholders‘ Equity at Year End 35.24 31.96 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 BALANCE SHEET · TORCHMARK CORPORATION · 15 LETTER TO SHAREHOLDERS* because of the unique relationship that we have. We have worked closely together at Torchmark Before we talk about Torchmark’s operations, we’d and all the insurance subsidiaries for over 26 years. like to make a few comments about our Chairman, Our complementary skill sets and our trust in each Mark McAndrew, who stepped down as CEO other provide a depth to the position that wouldn’t last June after over 30 years of service to the exist with a single CEO. Torchmark companies. The co-CEO arrangement facilitates a sound Mark navigated Torchmark through one of the most collective decision-making process and also difficult economic environments in modern history. allows us the flexibility to more easily oversee daily We emerged from the financial crisis stronger operations and plan for the future. than before without government assistance and We both believe in the Torchmark business model without issuing equity. We’ve both worked with - selling simple, protection-oriented products to Mark for over 26 years and have always admired his middle-income families through captive distribution remarkable ability to quickly sort through complex with products that generate strong margins issues and develop innovative solutions. and high cash flow, minimizing administrative Mark ran the Company with integrity, always making expenses, maintaining a conservative investment decisions with the best interests of Torchmark’s approach, and managing our capital to maximize shareholders, customers and employees in mind. shareholder value. His contributions as Chief Executive Officer will Our target market is vastly underserved and benefit Torchmark for years to come. provides significant opportunity for growth as has Leadership Structure and Philosophy been evidenced by the Company’s performance in When Mark stepped down as CEO on June 1, recent years. 2012, we were appointed co-CEOs. We’re often Due to our focus on stable, protection-oriented asked why Torchmark chose a co-CEO structure. products and conservative management of While we’ll admit it is unusual, we believe the investments, Torchmark has delivered consistent arrangement works best for Torchmark now 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 TO SHAREHOLDERS · TORCHMARK CORPORATION · 3 NET OPERATIng INCOME PER ShaRE* Book VaLUE PeR ShaRE Compound Annual Growth Rate 10 Year – 8.3%, 5 Year – 8.7% (EXCLUDIng NET UnReaLIZed GAINS OR $6.00 LoSSES ON FIXed MaTURITIES)* Compound Annual Growth Rate 10 Year – 8.9%, 5 Year – 9.7% $5.00 $5.18 $40.00 $4.50 $4.00 $4.12 $35.00 $35.24 $3.80 $3.68 $3.33* $3.42 $30.00 $31.96 $3.00 $3.06* $29.80 $2.82* $2.58* $2.00 $25.00 $26.83 $23.69 $22.17* $22.15 $1.00 $20.00 $20.27* $18.30* $15.00 $16.71* 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 * Values prior to 2007 are not retroactively adjusted for the effect $10.00 of ASU 2010-26 (a prescribed change in accounting for deferred acquisition costs). $5.00 As you can see, net operating income per share 0 has increased steadily over the last ten years. 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 The compound annual growth rate over the past * Values prior to 2007 are not retroactively adjusted for the effect of ASU 2010-26. ten years was 8.3% despite the recent financial crisis. For the last five years, the compound annual Book value per share has also grown steadily. growth rate was 8.7%. For 2012, we grew net Excluding net unrealized gains or losses on our operating income per share by 15.1%, our best fixed maturities, our book value per share grew year in the past fourteen years. at a compound annual growth rate of 9.7% over the last five years, while our reported GAAP value, which includes net unrealized gains or losses, grew at a compound annual growth rate of 16.1% over the past five years. 4 · TORCHMARK CORPORATION · LETTER TO SHAREHOLDERS LETTER TO SHAREHOLDERS · TORCHMARK CORPORATION · 13 2012 HIGHLIGHts INsuR ANCE OPERATIONS 2012 was a very good year for Torchmark. COMPonenTS of NET OPERATIng Highlights include: IncoME - 2012 ($ in millions, except per share data) 2007 Per share y Net operating income per share grew 15%. Underwriting Income $547 $5.59 y American Income life sales grew 12%, while the Excess Investment Income 237 2.42 agent count increased 18%. Tax and Parent Expenses (277) (2.83) y Direct Response life sales grew 3% despite a Net Operating Income $507 $5.18 difficult economy. The largest component of net operating income y Liberty National began to turn around: is underwriting income. Underwriting income is Agent count and sales grew steadily about 70% of our pre-tax operating income. beginning in February, and Life underwriting margin increased from 22% of premium to 26%. COMPonenTS of UndeRWRITIng IncoME - 2012 y Family Heritage Life Insurance Company of ($ in millions) Profit America was acquired without restricting future Income Margin buybacks or mergers and acquisitions activity.
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