Good day, and welcome to the Torchmark Corporation Third Quarter 2016 Earnings Conference Release Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Mike Majors, Vice President Investor Relations. Please go ahead.

Thank you. Good morning, everyone. Joining the call today are, Gary Coleman and Larry Hutchison, our Co-Chief Executive Officers; Frank Svoboda, our Chief Financial Officer; and Brian Mitchell, our General Counsel. Some of our comments or answers to your questions may contain forward-looking statements that are provided for general guidance purposes only. Accordingly, please refer to our 2015 10-K and any subsequent forms 10-Q on file with the SEC. Some of our comments may also contain non-GAAP measures. Please see our earnings release and Web site for discussion of these terms and reconciliations to GAAP measures. I will now turn the call over to Gary Coleman.

Thank you, Mike, and good morning everyone. In the third quarter, net income was $152 million or $1.25 per share, a 9% increase on a per share basis. Net operating income from continuing operations for the quarter was $140 million or $1.58 per share, $0.03 higher than anticipated in our previous guidance due primarily to lower than expected after-tax stock compensation expense. On a GAAP reported basis, our return on equity as of September 30 was 12.0%, and book value per share was $41.94. Excluding unrealized gains on fixed maturities, our return on equity was 14.7%, and our book value per share was $31.86, an 8% increase from a year ago. In our life insurance operations, premium revenue grew 5% to $546 million, while life underwriting margin was $143 million, down 1% from a year ago. The decline in underwriting margin was due primarily to the decline in the direct response margin. For the full year, we expect life underwriting margin to be around 1% higher than 2015. Net life sales were $100 million, down 1% from the year ago quarter. On the health side, premium revenue grew 3% to $237 million, and health underwriting margin was up 6% to $53 million. For the full year, we expect health underwriting margin to grow approximately 2%. Health sales were $33 million same as in the year ago quarter. However, individual health sales were $30 million, up 9%. Administrative expenses were $49 million for the quarter, up 4% from the year ago, and in line with our expectations. As a percentage of premium from continuing operations, administrative expenses were 6.3%, same as the year ago. For the full year, we expect administrative expenses will be around 6.2% to premium. I will now turn the call over to Larry Hutchison for his comments on the marketing operations.

Thank you, Gary. I’ll now review the results for each company. At American Income, life premiums were up 10% to $231 million, and life underwriting margin was up 11% to $74 million. Net life sales were $52 million, up 4% due primarily to increased agent count. The average agent count for the third quarter was 7,004, up 6% from a year ago and up 6% from the second quarter. The producing agent count at the end of the third quarter was 7,025. We expect the producing agent count to be in a range of 6,750 to 6,950 at the end of 2016. We expect 7% to 8% life sales growth for the full year 2016 at 6% to 10% in 2017. In our direct response operation at Globe Life, life premiums are up 4% to $192 million. Life underwriting margin declined 26% to $29 million. Net life sales were down 9% to $35 million due primarily to decreases in circulations. We expect life sales to be down 7% to 9% for the full year of 2016, and flat to down 5% in 2017. The further sales decline in 2017 reflects changes and marketing designed to increase the profitability of new sales. At Liberty National, life premiums were $67 million, down 1% from the year ago quarter, while life underwriting margin was $20 million, up 9%. Net life sales increased 11% to $10 million, while net health sales increased 3% to $5 million. The sales increases were driven primarily by improvements in agent count. The average producing agent count for the third quarter was 1,799, up 13% from a year ago and up 3% compared to the second quarter. The producing agent count at Liberty National ended the quarter at 1,785. We expect the producing agent count to be in a…

I will spend the next few minutes discussing our investment operations, first, the excess investment income. Excess investment income, which we define as net investment income that’s acquired in for some policy liabilities and debt was $57 million, a 5% increase over the year ago quarter. On a per share basis, reflecting the impact of our share repurchase program, excess investment income was up 9%. For the full year 2016, we expect excess investment income to grow by approximately 2%. However, on a per share basis, we should see an increase of approximately 6%. Now, regarding the investment portfolio, investment assets were $14.6 billion, including $13.9 billion of fixed maturities and amortized costs. At the fixed maturities, $13.2 million are investment grade with an average rating of A minus, and below investment grade bonds are $753 million compared to $568 million a year ago. The percentage of below investment grade bonds to fixed maturities is 5.4% compared to 4.3% a year ago. The increase in below investment grade bonds is due primarily to downgrades at securities and the energy, and metals, and mining sectors in previous quarters. However, due to increases in underlying commodity prices, the current market values of these securities are significantly higher than at the time of the downgrades. With a portfolio leverage of 3.6 times, the percentage of below investment grade bonds to equity, excluding net unrealized gains on fixed maturities, is 19%. Overall, the total portfolio is rated A minus, same as the year ago. In addition, we have net unrealized gains in the fixed maturities portfolio of $1.9 billion, approximately $1 billion higher than a year ago. To complete the discussion of investment portfolio, I'd like to give an update on our $1.6 billion of fixed maturities in the energy sector. At September 30,…

Thanks, Garry. First, I want to spend a few minutes discussing our share repurchases and capital position. In the third quarter, we spent $77 million to buy 1.2 million Torchmark shares at an average price of $62.65. So far in October, we have used $16.4 million to purchase 255,000 shares. For the full year, through today, we have spent $256 million of parent company cash to acquire more than 4.4 million shares at an average price of $57.96. These are being made from the parent’s free cash flows. The parent company’s free cash flows, as we define it, results primarily from the dividend received by the parent from their subsidiaries less the interest paid on debt and the dividends paid to Torchmark’s shareholders. We expect free cash flow in 2016 to be around $320 million. We’ve $256 million spent on share repurchases. Thus far, we can expect to have around $64 million available for the remainder of the year from our free cash flow, plus other assets available at the parent. As noted on previous calls, we will use our cash as efficiently as possible. If market conditions are favorable, we expect the share repurchases will continue to be a primary use of those funds. We also expect to retain approximately $50 million to $60 million of parent assets at the end of 2016. For 2017, we preliminarily estimate that the free cash flow available to the parent will be in the range of $325 million to $335 million. Now, regarding RBC at our insurance subsidiaries. We currently plan to maintain our capital at the level necessary to retain our current ratings. For the past several years, that level has been around an NAIC RBC ratio of 325% on a consolidated basis. This ratio is lower than some peer companies,…

Thank you, Frank. For 2016, we expect our net operating income from continuing operations to be within a range of $4.43 per share to $4.49 per share, an 8% increase over 2015 at the midpoint. For 2017, we estimate that our net operating income per share within a range of $4.55 per share to $4.85 per share, a 5% increase at the mid-point of the guidance. Those are our comments. We will now open the call up for questions.

Thank you [Operator Instructions]. And we’ll take our first question from Jimmy Bhullar of JP Morgan.

My first question is on the direct response business. Obviously, margins have gotten worse overtime. And it seems like generally have been worse than what you have been expecting. So, what’s the likelihood that results could deteriorate further in 2017, beyond what you’re assuming?

Well, 2017 lower sales are expected. As we continue our work to identify the appropriate balance of sales and profitability. We are confident that any marketing adjustments, which results in lower sales would have been made to improve profitability. We do have better information to make our market decisions in 2017.

Jimmy, with respect to the margins, I think as we said, we would anticipate the margins in 2017 to be in that 14% to 16% range. With the additional claims experience that we have and just some better information regarding the root causes of what’s really giving rise to some of these higher claims, especially in the 2011-2015 block, we feel a lot of better clearly with respect to looking at these long-term trends and how this is going to trend out for us. And clearly some of these blocks, it get a little bit smaller and run-off a little bit any misses that we might have or have less and less of an impact as well going forward. But I think while some quarterly fluctuations could always impact, I think, we feel pretty good with that estimate for next year.

Okay, and then on -- go ahead.

I would just say, 2017 the level of sales is a reflected testing that we completed in 2016 and 2017. And so those sales will put a greater emphasis on restoring essential levels of profitability in certain segments. The sales could be higher or lower, depending on the results of those tests.

Go ahead, Jimmy.

And then what are you assuming for stock options expense in next year, and that’s embedded in next year’s guidance, because that number is obviously moved around the market as the stock prices has moved?

So overall, Jimmy, the stock expense is at the midpoint of our guidance. We estimate that it would be around $1 million to $1.5 million per quarter.

And then just lastly besides the stock option expense and the direct response margins, what are some of the items that you feel would give you -- get you to the high-end, or versus the low end of your EPS guidance range for 2017?

Jimmy, for 2017, some of the real sensitivities are obviously some money raise, especially earlier in the year, and for the remainder of ’14 could have some impact on that. And then AIL margins, I mean it’s a big enough block of business that if there were some fluctuations in the claims that we have in 2017. If you move about half of percentage point in their margin ends up being probably $0.03 worth of earnings, and then just generally on the buyback. Obviously, our expectations of free cash flow for next year looking out our projections. We’d really only have statutory earnings completed through June 30th at this point in time. So the extent that that moves if that were to change significantly, something were to happen between now and the end of the year. Our stock price would have fluctuated, and that would also have some impact.

As you look at the edges of the range, and I think as we’ve talked about in prior years. The bottom end of that range really assumes that you have at the lower end of the margins for each of the distributions then you have some lower interest rates. And so you have a lot of things going and get you in the upper end and have -- basically at the upper end of those ranges.

Jimmy, I would add on the underwriting income, especially the life underwriting income, we’ve definitely -- it has the issue with direct response. So if you remove the direct response, there is rest of our underwriting income for the last two years is, the premiums have grown 5% to 6% and the margins have grown 6% or 7%. And we expect those margins to continue to be predictable. So I still think the biggest variable is the direct response and also interest rate as well.

We’ll go next to the John Nadel of Credit Suisse.

I was just -- I joined a little bit late, and so I apologize if you’ve already cover this. But can you give us a sense for what your sales outlook is. As you look out to 2017 across the few other distribution platforms. And then separately, if I think about your 2017 guidance, how much new money do you anticipate putting to work, and maybe at the midpoint of your range, what new money investment yield that you’re assuming?

John, I’ll address the sales projections, first for 2017. At American Income, we’re projecting net sales growth for 2017 in the range 6% to 10%. At Liberty National, the net life sales should increase 7% to 11%. The net health sales should increase 4% to %. At Family Heritage, we’re predicting 3% to 7% increase in health sales. In direct response, we think the sales will be flat to negative 5%. In the United American General Agency individual Medicare settlement sales, we projected sales growth of 6% to 10%.

John, as far as our investments for next year, we’re expecting to invest just under $1 billion for the year. And we expect the rates to increase slightly as we go through the year. The weighted average rate that we’re assuming for ’17 is 4.65%.

And then I think Frank, you had mentioned that free cash flow expected to be generated for 2016 was about $320 million. I don’t think there is any change to that relative to what you’ve talk about the last couple of quarters. Did you mention 2017 your expectations, and do we see some benefit, I think, from proceeds from the Medicare sale?

For 2017, what I indicated was around $325 million to $335 million. And there will be, embedded in that probably around $10 million to $15 million of after-tax proceeds from the sale of Part D that is helping with that to some degree.

And the expectation was, Frank, that the RBC ratio would recover to or toward at least 325% target by the end of ’17?

Yes, we’re comfortable that we will be at or above the 325% by the end of ’17.

And that’s -- is that largely just driven by the expectation that you will just retain a bit more of your statutory earnings during the year?

No, it’s actually -- the combination of use of some of the debt proceeds that we have had to probably make some capital contributions between remainder of this year and into 2017. We do have, that we have talked about on the prior call, there is some capital that will be freed up from the Part D sales to probably $15 million to $20 million this year and another $50 million or so next year. So, it's really between the combination of those that -- what’s really going to be driving it.

And from Goldman Sachs, we go next to Michael Kovac.

I wanted to circle back on direct response. I know in the beginning of the year mentioned that some of the elevated expenses, and elevated loss ratios, driven by the 2011 through 2014. Now it sounds like some of 2015 isn’t there as well. I just wanted to see if that is in fact the case and what you are seeing in terms of how 2016 is developing for that business?

What we’re really seeing the higher claims, in this particular year, is some increased mortality in just certain geographic and demographic segments of our business. And most of that does relate to 2011. And we are seeing a little bit of that already in the 2015 accident year. We’ve really seen a spike in claims this year. Then we found was we have seen the spike in claims earlier, the first half of this year. And that was giving rise to some of our elevated guidance in the claims last quarter. We really did not anticipate those claims to continue on here for the remainder of the second half of the year. But we have continued to see higher claims in these particular segments of our business here in the third quarter. And so at this point in time, we do anticipate that they’ll continue on through the remainder of the year.

And then in the 2017 guidance, does that incorporate the ’16 continuing to develop, and how do you think about the pricing and getting in line in 2017?

So, for the most part, looking at our expectations of the policy obligations for 2017, we are anticipating that the claim level that we’ve seeing here in 2016, for the most part, continue on into ’17. And then as we’re taking all this emerging experience and we’re working that into our pricing expectations as well as our GAAP expectations really from this point going forward. So, for the remainder of 2016 and then also will be taken in account for 2017 business.

And then as we think about mortality more broadly this quarter in some of the other segments in AI, et cetera. How do they compare versus either typical seasonality in the third quarter?

No we did see some favorable claims experience really at American Income, primarily in American Income, Liberty National, and our military businesses. All of those just had very good claims experience for the quarter.

I would say that American Income was a slight improvement, but it's really – this was very consistent. I think what where we’ve seen most improvement is in Liberty National, and it’s -- this is a favorable trend all through the year where policy obligations through Liberty for the is 36.5%, it’s been there for the last four quarters, as far as that, it was up little over 38%. So, we have been pleased to see that improvement and it seems to be continuing.

I would say looking forward to 2017. For 2016, at Liberty followed by Gary’s comments, we expect the policy obligations somewhere in that 36% to 37% range, maybe not quite that good in 2017, maybe closer to little over 37%, something in that range, 37% to 38%.

And we’ll go next to Bob Glasspiegel of Janney.

Couple of questions on the free cash flow numbers that you gave, I got a little confused whether the Part D proceeds were inclusive additives. And specifically for next year, is the 50 million on top of the 325% in the 325% to 335%, or is it part of the whole that you’re going to get back to your 325% RBC? Or could some of that be used for buyback potentially?

The 50 million, Bob, is really more of a function dropping RBC levels. And so when offline using that time frame, so it’s really being able to getting for the most part being able to get back to the 325% level. The free cash flow in 2017 being in the 325% to 335% range, that’s really is based upon the distribution of our statutory earnings from 2016. And embedded in a portion of that statutory earnings from 2016 are the after-tax proceeds of the sale of the Part D.

So the 325% to 335% has the 50 million -- has the proceeds?

Has the proceeds....

But not the RBC freed up?

That is correct.

Now, I got you. And then the RBC that’s freed up, that’s worth 50 million next year. Is that going to be used for the whole? There is two 325s, we’re talking about the RBC, all of 325? Or can some of that be used for buyback on top of the free cash flow?

Right now, Bob, our projections are looking. It looks like it will be more used to fill the RBC hole, more so than being available to be able to distribute that in excess of normal statutory earnings.

So some of it’s for buyback, but not the majorities, what you’re saying?

I would say that we’re not really anticipating being able to distribute out any of the $50 million of capital that we’re freeing up from the sale.

Administrative expense this year has been a little bit heavy for IT expenses. Does it continue with the same rate next year, incrementally? Or could it grow a little bit slower than the revenues?

It's going to be about the same. That type of growth will be about the same as we have for revenues. So this year or for the quarter it was, administrative expense were 6.3% of premium, but they should end the year at 6.2%. And we’re projecting for next year that it's going to be 6.2% to 6.3% of premiums. So, there is simply growth in the administrative expense, but it's going to match the growth in the premium.

The tax rate was a little low this quarter as it was last quarter. Was that the option element floating through? Or is there something else going on in the tax rate?

The tax rate was down, really start of last quarter, where there was some of the non-deductable expenses. But we’ve had, ACA as an example of that. We’re really lower than we’ve had in some of the prior quarters. And so if those become reduced, that reduce the tax rate. It really doesn’t have anything to do with the excess tax benefit on the stock options as that’s being on our operating summary netted against the stock option expense.

Is this the new good run rate, or was it unusually low?

No. I think for the most part, we’re really looking at that 32% from an operating tax perspective, it was 32% to 32.8%, somewhere in there 32.7%, somewhere in there, continuing on into 2017.

[Operator Instructions] We’ll go next to Seth Weiss of Bank of America.

My question is on the cash flow numbers and your projection of cash flow, and if we look a couple of years ago, you had generally guided to cash flow numbers in the $360 million to $370 million range. And that number has obviously come down over the last couple of years, more like $320 million, if we take out the proceeds from Part D sales this year. I know that there's several things going on with Direct Response and timing of the CMS reimbursements. I was just hoping you could walk us through why we've had to step-down in free cash flow? And if it's something that we should think of as more temporary, or if this is a new run rate that we may grow slightly off of in the future.

Yes, I think the decline from 2015 to 2016 statutory earnings, which are really because of our -- the decline of the free cash flow from that $360 million that you’re mentioning to where we’re at $320 million for this year. It’s really been driven by a couple of factors; one of it was the higher direct response claims as well as some of the lowering of the Part D margin that we had over the course of time. Clearly, some of the higher direct response claims had an impact on our statutory earnings. Probably about a third of that decline is just from really good sales that we’ve had in the past couple of years. And so as we grow sales, and we’re growing sales at 8%, 9%, 10%, that generate a significant amount of first year statutory strengths. If you have that over a several years, then the process that are being generated from those sales start to catch up to it and help to then grow the statutory earnings going forward. And then there is some other factors, just the higher -- our higher IT expenses, general administrative expenses. We’ve had some ups and downs on the tax rate perhaps. For the most part, and what we kind of see here for going forward as well I think that for 2017, the direct response is continuing to have a little bit more of an impact. I think what you’ll see as far as not having to grow from ‘15 to ’16, or ’16 to ’17. But I think in the near term, and for 2017 statutory earnings, I would not expect that would be significantly different than what you’re seeing really at today’s levels.

It appears there are no further questions at this time. Mr. Majors, I would like to turn the conference back over to for any additional or closing remarks.

All right. Thank you for joining us this morning. Those are our comments. And we'll talk to you again next quarter.