UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

ý☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~September 30, 2019

o☐ TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-31901

PROTECTIVE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)



~~TENNESSEE~~Tennessee						63-0169720
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification Number)

2801 ~~HIGHWAY~~Highway 280 ~~SOUTH~~South

~~BIRMINGHAM, ALABAMA~~Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

(205) 268-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 ý☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ý☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer

☐

Accelerated Filer

☐

Non-accelerated filer

☒

Smaller Reporting Company

☐

~~Large accelerated filer~~ o

~~Accelerated Filer~~ o

~~Non-accelerated filer~~ x

~~Smaller Reporting Company~~ o

Emerging Growth Companyo

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No ý☒

Number of shares of Common Stock, $1.00 Par Value, outstanding as of ~~April~~October 26, 2019: 5,000,000

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTERLY PERIOD ENDED ~~MARCH 31,~~SEPTEMBER 30, 2019

TABLE OF CONTENTS



		Page
	PART I

Item 1.	Financial Statements (unaudited):
	Consolidated Condensed Statements of Income For The Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	2
	Consolidated Condensed Statements of Comprehensive Income (Loss) For The Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	3
	Consolidated Condensed Balance Sheets as of ~~March 31,~~September 30, 2019 and December 31, 2018	4
	Consolidated Condensed Statements of Shareowner’s Equity For The Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	6
	Consolidated Condensed Statements of Cash Flows For The Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018	78
	Notes to Consolidated Condensed Financial Statements	910
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5364
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	98118
Item 4.	Controls and Procedures	99119

	PART II

Item 1.	Legal Proceedings	119
Item 1A.	Risk Factors	99119
Item 6.	Exhibits	~~101~~125
	Signature	~~102~~126

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Revenues
Premiums and policy fees	$	1,021,152	$	871,892	$	2,883,935	$	2,691,233
Reinsurance ceded	(314,234)		(267,910)		(967,282)		(1,005,398)
Net of reinsurance ceded	706,918		603,982		1,916,653		1,685,835
Net investment income	739,711		631,955		2,066,327		1,699,787
Realized investment gains (losses)	130,503		(46,866)		230,966		(120,174)
Other-than-temporary impairment losses	(39,752)		(14)		(41,245)		(715)
Portion recognized in other comprehensive income (before taxes)	28,934		—		26,587		(2,949)
Net impairment losses recognized in earnings	(10,818)		(14)		(14,658)		(3,664)
Other income	115,679		80,906		297,987		241,334
Total revenues	1,681,993		1,269,963		4,497,275		3,503,118
Benefits and expenses
Benefits and settlement expenses, net of reinsurance ceded: (three and nine months 2019 - $224,619 and $733,970; three and nine months 2018 - $214,326 and $855,929)	1,171,034		950,942		3,147,641		2,598,151��
Amortization of deferred policy acquisition costs and value of business acquired	61,350		33,469		125,560		144,172
Other operating expenses, net of reinsurance ceded: (three and nine months 2019 - $59,692 and $168,566; three and nine months 2018 - $50,067 and $152,694)	209,768		190,382		621,783		582,795
Total benefits and expenses	1,442,152		1,174,793		3,894,984		3,325,118
Income before income tax	239,841		95,170		602,291		178,000
Income tax expense	49,417		16,646		115,355		28,933
Net income	$	190,424	$	78,524	$	486,936	$	149,067

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Revenues

Premiums and policy fees $ 923,686
$ 883,413
Reinsurance ceded (315,971 ) (345,624 )
Net of reinsurance ceded 607,715
537,789
Net investment income 641,422
489,418
Realized investment gains (losses) 56,220
(40,725 )
Other-than-temporary impairment losses (1,295 ) (691 )
Portion recognized in other comprehensive income (before taxes) (1,847 ) (2,954 )
Net impairment losses recognized in earnings (3,142 ) (3,645 )
Other income 78,136
80,674
Total revenues 1,380,351
1,063,511
Benefits and expenses

Benefits and settlement expenses, net of reinsurance ceded: (2019 - $251,674; 2018 - $345,826) 973,154
786,349
Amortization of deferred policy acquisition costs and value of business acquired 30,373
58,073
Other operating expenses, net of reinsurance ceded: (2019 - $52,534; 2018 - $44,069) 200,097
197,153
Total benefits and expenses 1,203,624
1,041,575
Income before income tax 176,727
21,936
Income tax expense 34,629
3,661
Net income $ 142,098
$ 18,275

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Net income	$	190,424	$	78,524	$	486,936	$	149,067
Other comprehensive income (loss):
Change in net unrealized gains (losses) on investments, net of income tax: (three and nine months 2019 - $226,235 and $789,876; three and nine months 2018 - $(53,407) and $(318,444))	851,075		(200,912)		2,971,442		(1,198,669)
Reclassification adjustment for investment amounts included in net income, net of income tax: (three and nine months 2019 - $(1,022) and $(1,517); three and nine months 2018 - $427 and $(542))	(3,846)		1,605		(5,710)		(2,042)
Change in net unrealized gains (losses) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (three and nine months 2019 - $(5,318) and $1,146; three and nine months 2018 - $— and $6)	(20,008)		—		4,308		22
Change in accumulated (loss) gain - derivatives, net of income tax: (three and nine months 2019 - $(893) and $(2,157); three and nine months 2018 - $61 and $813)	(3,362)		229		(8,116)		3,060
Reclassification adjustment for derivative amounts included in net income, net of income tax: (three and nine months 2019 - $157 and $285; three and nine months 2018 - $101 and $168)	589		380		1,075		631
Total other comprehensive income (loss)	824,448		(198,698)		2,962,999		(1,196,998)
Total comprehensive income (loss)	$	1,014,872	$	(120,174)	$	3,449,935	$	(1,047,931)

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Net income $ 142,098
$ 18,275
Other comprehensive income (loss):

Change in net unrealized gains (losses) on investments, net of income tax: (2019 - $300,430; 2018 - $(152,130)) 1,130,190
(573,016 )
Reclassification adjustment for investment amounts included in net income, net of income tax: (2019 - $(419); 2018 - $181) (1,576 ) 681
Change in net unrealized gains (losses) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (2019 - $2,337; 2018 - $3) 8,792
11
Change in accumulated (loss) gain - derivatives, net of income tax: (2019 - $(522); 2018 - $129) (1,966 ) 487
Reclassification adjustment for derivative amounts included in net income, net of income tax: (2019 - $58; 2018 - $24) 220
�� 89
Total other comprehensive income (loss) 1,135,660
(571,748 )
Total comprehensive income (loss) $ 1,277,758
$ (553,473 )

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)


	As of
	September 30, 2019		December 31, 2018
	(Dollars In Thousands)
Assets
Fixed maturities, at fair value (amortized cost: 2019 - $63,452,536; 2018 - $54,233,151)	$	66,463,386	$	51,679,226
Fixed maturities, at amortized cost (fair value: 2019 - $2,685,076; 2018 - $2,547,210)	2,544,054		2,633,474
Equity securities, at fair value (cost: 2019 - $567,294; 2018 - $589,221)	581,421		557,708
Mortgage loans (related to securitizations: 2019 - $—; 2018 - $134)	9,327,911		7,724,733
Investment real estate, net of accumulated depreciation (2019 - $350; 2018 - $251)	7,274		6,816
Policy loans	1,686,832		1,695,886
Other long-term investments	1,174,825		798,342
Short-term investments	1,044,442		666,301
Total investments	82,830,145		65,762,486
Cash	223,300		151,400
Accrued investment income	735,637		633,087
Accounts and premiums receivable	117,969		97,033
Reinsurance receivables	4,194,000		4,486,029
Deferred policy acquisition costs and value of business acquired	3,427,590		3,026,330
Goodwill	825,511		825,511
Other intangibles, net of accumulated amortization (2019 - $239,572; 2018 - $197,368)	595,819		612,854
Property and equipment, net of accumulated depreciation (2019 - $42,846; 2018 - $30,989)	208,980		183,843
Other assets	1,973,915		377,845
Income tax receivable	36,635		—
Assets related to separate accounts
Variable annuity	12,542,212		12,288,919
Variable universal life	1,066,999		937,732
Reinsurance assumed	9,947,404		—
Total assets	$	118,726,116	$	89,383,069

See Notes to Consolidated Condensed Financial Statements

As of
March 31, 2019 December 31, 2018
(Dollars In Thousands)
Assets

Fixed maturities, at fair value (amortized cost: 2019 - $54,164,460; 2018 - $54,233,151) $ 53,574,677
$ 51,679,226
Fixed maturities, at amortized cost (fair value: 2019 - $2,594,441; 2018 - $2,547,210) 2,607,356
2,633,474
Equity securities, at fair value (cost: 2019 - $581,811; 2018 - $589,221) 581,376
557,708
Mortgage loans (related to securitizations: 2019 - $17; 2018 - $134) 7,701,465
7,724,733
Investment real estate, net of accumulated depreciation (2019 - $283; 2018 - $251) 6,478
6,816
Policy loans 1,677,442
1,695,886
Other long-term investments 877,269
798,342
Short-term investments 641,648
666,301
Total investments 67,667,711
65,762,486
Cash 217,554
151,400
Accrued investment income 645,133
633,087
Accounts and premiums receivable 204,288
97,033
Reinsurance receivables 4,381,736
4,486,029
Deferred policy acquisition costs and value of business acquired 2,989,865
3,026,330
Goodwill 825,511
825,511
Other intangibles, net of accumulated amortization (2019 - $211,664; 2018 - $197,368) 601,046
612,854
Property and equipment, net of accumulated depreciation (2019 - $35,030; 2018 - $30,989) 202,607
183,843
Other assets 384,841
377,845
Assets related to separate accounts

Variable annuity 12,737,450
12,288,919
Variable universal life 1,041,397
937,732
Total assets $ 91,899,139
$ 89,383,069
4

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(continued)


	As of
	September 30, 2019		December 31, 2018
	(Dollars In Thousands)
Liabilities
Future policy benefits and claims	$	53,891,939	$	41,900,618
Unearned premiums	783,715		769,620
Total policy liabilities and accruals	54,675,654		42,670,238
Stable value product account balances	5,450,981		5,234,731
Annuity account balances	14,181,458		13,720,081
Other policyholders’ funds	1,622,475		1,128,379
Other liabilities	3,197,609		1,939,718
Income tax payable	—		27,189
Deferred income taxes	1,482,396		898,339
Debt	2,325		1,319
Subordinated debt	110,000		110,000
Non-recourse funding obligations	2,801,952		2,888,329
Secured financing liabilities	352,732		495,307
Liabilities related to separate accounts
Variable annuity	12,542,212		12,288,919
Variable universal life	1,066,999		937,732
Reinsurance assumed	9,947,404		—
Total liabilities	107,434,197		82,340,281
Commitments and contingencies - Note 11
Shareowner’s equity
Preferred Stock; $1 par value, shares authorized: 2,000; Liquidation preference: $2	2		2
Common Stock, $1 par value, shares authorized and issued: 2019 and 2018 - 5,000,000	5,000		5,000
Additional paid-in-capital	8,260,537		7,410,537
Retained earnings	1,467,597		1,031,465
Accumulated other comprehensive income (loss):
Net unrealized gains (losses) on investments, net of income tax: (2019 - $421,142; 2018 - $(367,217))	1,584,296		(1,381,436)
Net unrealized losses relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (2019 - $(4,908); 2018 - $(6,054))	(18,465)		(22,773)
Accumulated gain (loss) - derivatives, net of income tax: (2019 - $(1,873); 2018 - $(2)	(7,048)		(7)
Total shareowner’s equity	11,291,919		7,042,788
Total liabilities and shareowner’s equity	$	118,726,116	$	89,383,069

As of
March 31, 2019 December 31, 2018
(Dollars In Thousands)
Liabilities

Future policy benefits and claims $ 42,124,648
$ 41,900,618
Unearned premiums 771,254
769,620
Total policy liabilities and accruals 42,895,902
42,670,238
Stable value product account balances 5,527,816
5,234,731
Annuity account balances 13,665,415
13,720,081
Other policyholders’ funds 1,166,378
1,128,379
Other liabilities 2,189,843
1,939,718
Income tax payable 133,066
27,189
Deferred income taxes 1,111,990
898,339
Subordinated debt 110,000
1,319
Debt 2,794
110,000
Non-recourse funding obligations 2,863,334
2,888,329
Secured financing liabilities 184,012
495,307
Liabilities related to separate accounts

Variable annuity 12,737,450
12,288,919
Variable universal life 1,041,397
937,732
Total liabilities 83,629,397
82,340,281
Commitments and contingencies - Note 12

Shareowner’s equity

Preferred Stock; $1 par value, shares authorized: 2,000; Liquidation preference: $2 2
2
Common Stock, $1 par value, shares authorized and issued: 2019 and 2018 - 5,000,000 5,000
5,000
Additional paid-in-capital 7,410,537
7,410,537
Retained earnings 1,122,759
1,031,465
Accumulated other comprehensive income (loss):

Net unrealized losses on investments, net of income tax: (2019 - $(67,206); 2018 - $(367,217)) (252,822 ) (1,381,436 )
Net unrealized losses relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (2019 - $(3,717); 2018 - $(6,054)) (13,981 ) (22,773 )
Accumulated gain (loss) - derivatives, net of income tax: (2019 - $(466); 2018 - $(2) (1,753 ) (7 )
Total shareowner’s equity 8,269,742
7,042,788
Total liabilities and shareowner’s equity $ 91,899,139
$ 89,383,069

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF SHAREOWNER’S EQUITY

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-In-Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareowner’s Equity
	(Dollars In Thousands)
Balance, December 31, 2018	$	2	$	5,000	$	7,410,537	$	1,031,465	$	(1,404,216)	$	7,042,788
Net income for the three months ended March 31, 2019							142,098				142,098
Other comprehensive income									1,135,660		1,135,660
Comprehensive income for the three months ended March 31, 2019											1,277,758
Cumulative effect adjustments							(50,804)				(50,804)
Balance, March 31, 2019	2		5,000		7,410,537		1,122,759		(268,556)		8,269,742
Net income for the three months ended June 30, 2019							154,414				154,414
Other comprehensive income									1,002,891		1,002,891
Comprehensive income for the three months ended June 30, 2019											1,157,305
Capital contributions from parent					850,000						850,000



Balance, June 30, 2019	2		5,000		8,260,537		1,277,173		734,335		10,277,047
Net income for the three months ended September 30, 2019							190,424				190,424
Other comprehensive income									824,448		824,448
Comprehensive income for the three months ended September 30, 2019											1,014,872




Balance, September 30, 2019	$	2	$	5,000	$	8,260,537	$	1,467,597	$	1,558,783	$	11,291,919

See Notes to Consolidated Condensed Financial Statements

Table of Contents

Preferred
Stock

Common
Stock

Additional
Paid-In-Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareowner’s
Equity
(Dollars In Thousands)
Balance, December 31, 2018 $ 2
$ 5,000
$ 7,410,537
$ 1,031,465
$ (1,404,216 ) $ 7,042,788
Net income for the three months ended March 31, 2019

142,098

142,098
Other comprehensive income

1,135,660
1,135,660
Comprehensive income for the three months ended March 31, 2019 1,277,758
Cumulative effect adjustments (50,804 ) (50,804 )
Balance, March 31, 2019 $ 2
$ 5,000
$ 7,410,537
$ 1,122,759
$ (268,556 ) $ 8,269,742
PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF SHAREOWNER’S EQUITY

(Unaudited)

(continued)


	Preferred Stock		Common Stock		Additional Paid-In-Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareowner’s Equity
	(Dollars In Thousands)
Balance, December 31, 2017	$	2	$	5,000	$	7,378,496	$	916,971	$	23,816	$	8,324,285
Net income for the three months ended March 31, 2018							18,275				18,275
Other comprehensive loss									(571,748)		(571,748)
Comprehensive loss for the three months ended March 31, 2018											(553,473)
Cumulative effect adjustments							(78,042)		(10,552)		(88,594)
Balance, March 31, 2018	2		5,000		7,378,496		857,204		(558,484)		7,682,218
Net income for the three months ended June 30, 2018							52,268				52,268
Other comprehensive loss									(426,552)		(426,552)
Comprehensive loss for the three months ended June 30, 2018											(374,284)
Balance, June 30, 2018	2		5,000		7,378,496		909,472		(985,036)		7,307,934
Net income for the three months ended September 30, 2018							78,524				78,524
Other comprehensive loss									(198,698)		(198,698)
Comprehensive loss for the three months ended September 30, 2018											(120,174)
Balance, September 30, 2018	$	2	$	5,000	$	7,378,496	$	987,996	$	(1,183,734)	$	7,187,760

See Notes to Consolidated Condensed Financial Statements

Preferred
Stock

Common
Stock

Additional
Paid-In-Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareowner’s
Equity
(Dollars In Thousands)
Balance, December 31, 2017 $ 2
$ 5,000
$ 7,378,496
$ 916,971
$ 23,816
$ 8,324,285
Net income for the three months ended March 31, 2018

18,275

18,275
Other comprehensive loss

(571,748 ) (571,748 )
Comprehensive loss for the three months ended March 31, 2018 (553,473 )
Cumulative effect adjustments (78,042 ) (10,552 ) (88,594 )
Balance, March 31, 2018 $ 2
$ 5,000
$ 7,378,496
$ 857,204
$ (558,484 ) $ 7,682,218

Table of Contents

PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	For The Nine Months Ended September 30,
	2019		2018
	(Dollars In Thousands)
Cash flows from operating activities
Net income	$	486,936	$	149,067
Adjustments to reconcile net income to net cash used in operating activities:
Realized investment (gains) losses	(216,308)		123,838
Amortization of DAC and VOBA	125,560		144,172
Capitalization of DAC	(341,481)		(333,222)
Depreciation and amortization expense	55,415		50,205
Deferred income tax	(189,599)		(52,071)
Accrued income tax	(63,824)		80,576
Interest credited to universal life and investment products	954,213		689,612
Policy fees assessed on universal life and investment products	(1,269,614)		(1,139,583)
Change in reinsurance receivables	292,029		268,866
Change in accrued investment income and other receivables	(14,148)		2,059
Change in policy liabilities and other policyholders’ funds of traditional life and health products	(545,930)		(469,982)
Trading securities:
Maturities and principal reductions of investments	82,603		140,851
Sale of investments	327,852		307,632
Cost of investments acquired	(270,800)		(403,355)
Other net change in trading securities	(57,240)		10,641
Amortization of premiums and accretion of discounts on investments and mortgage loans	238,086		232,448
Change in other liabilities	551,569		98,321
Other, net	(159,074)		(27,321)
Net cash used in operating activities	$	(13,755)	$	(127,246)

See Notes to Consolidated Condensed Financial Statements

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Cash flows from operating activities
Net income $ 142,098
$ 18,275
Adjustments to reconcile net income to net cash used in operating activities:

Realized investment (gains) losses (53,078 ) 44,370
Amortization of DAC and VOBA 30,373
58,073
Capitalization of DAC (95,970 ) (101,064 )
Depreciation and amortization expense 18,477
16,556
Deferred income tax 4,938
5,229
Accrued income tax 105,877
70,879
Interest credited to universal life and investment products 285,588
197,458
Policy fees assessed on universal life and investment products (407,380 ) (351,128 )
Change in reinsurance receivables 104,293
(9,544 )
Change in accrued investment income and other receivables (77,802 ) 5,861
Change in policy liabilities and other policyholders’ funds of traditional life and health products (200,135 ) (96,291 )
Trading securities:

Maturities and principal reductions of investments 30,111
53,420
Sale of investments 142,370
67,298
Cost of investments acquired (149,133 ) (129,346 )
Other net change in trading securities 1,662
(10,901 )
Amortization of premiums and accretion of discounts on investments and mortgage loans 67,037
73,456
Change in other liabilities 59,859
64,714
Other, net (74,734 ) (16,271 )
Net cash used in operating activities $ (65,549 ) $ (38,956 )
8

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PROTECTIVE LIFE INSURANCE COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

~~(continued~~(continued)


	For The Nine Months Ended September 30,
	2019		2018
	(Dollars In Thousands)
Cash flows from investing activities
Maturities and principal reductions of investments, available-for-sale	$	1,339,764	$	895,175
Sale of investments, available-for-sale	3,149,829		1,932,956
Cost of investments acquired, available-for-sale	(4,827,926)		(3,942,180)
Change in investments, held-to-maturity	86,000		62,000
Mortgage loans:
New lendings	(968,656)		(1,185,316)
Repayments	723,325		797,450
Change in investment real estate, net	(319)		647
Change in policy loans, net	53,056		43,642
Change in other long-term investments, net	83,286		(293,208)
Change in short-term investments, net	(310,120)		160,149
Net unsettled security transactions	(154,791)		84,036
Purchase of property, equipment, and intangibles	(22,425)		(9,629)
Cash received from reinsurance transaction	—		20,669
Payment for business acquisition, net of cash acquired	(777,807)		—
Net cash used in investing activities	$	(1,626,784)	$	(1,433,609)
Cash flows from financing activities
Borrowings under subordinated debt	—		110,000
Issuance (repayment) of non-recourse funding obligations	(86,000)		(61,981)
Secured financing liabilities	(142,575)		(503,336)
Capital contributions from parent	850,000		—
Deposits to universal life and investment contracts	4,258,248		4,416,962
Withdrawals from universal life and investment contracts	(3,166,505)		(2,418,181)
Other financing activities, net	(729)		(291)
Net cash provided by financing activities	$	1,712,439	$	1,543,173
Change in cash	71,900		(17,682)
Cash at beginning of period	151,400		178,855
Cash at end of period	$	223,300	$	161,173

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Cash flows from investing activities

Maturities and principal reductions of investments, available-for-sale $ 374,989
$ 150,422
Sale of investments, available-for-sale 987,615
436,917
Cost of investments acquired, available-for-sale (1,331,158 ) (671,269 )
Change in investments, held-to-maturity 25,000
18,000
Mortgage loans:

New lendings (155,798 ) (248,231 )
Repayments 170,322
206,111
Change in investment real estate, net 477
583
Change in policy loans, net 18,444
20,973
Change in other long-term investments, net (8,735 ) (136,831 )
Change in short-term investments, net 28,357
191,448
Net unsettled security transactions (36,814 ) 48,994
Purchase of property, equipment, and intangibles (5,543 ) (2,244 )
Cash received from reinsurance transaction —
—
Net cash provided by investing activities $ 67,156
$ 14,873
Cash flows from financing activities

Issuance (repayment) of non-recourse funding obligations (25,000 ) (18,250 )
Secured financing liabilities (311,295 ) (238,802 )
Investment product deposits and change in universal life deposits 1,380,615
892,365
Investment product withdrawals (979,532 ) (529,368 )
Other financing activities, net (241 ) (97 )
Net cash provided by financing activities $ 64,547
$ 105,848
Change in cash 66,154
81,765
Cash at beginning of period 151,400
178,855
Cash at end of period $ 217,554
$ 260,620

See Notes to Consolidated Condensed Financial Statements

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PROTECTIVE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.BASIS OF PRESENTATION

Basis of Presentation

Protective Life Insurance Company (the “Company”), a stock life insurance company, was founded in 1907. The Company is a wholly owned subsidiary of Protective Life Corporation (“PLC”), an insurance holding company. On February 1, 2015, PLC became a wholly owned subsidiary of The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan (now known as Dai-ichi Life Holdings, Inc., “Dai-ichi Life”), when DL Investment (Delaware), Inc. a wholly owned subsidiary of Dai-ichi Life, merged with and into PLC (the “Merger”). Prior to February 1, 2015, PLC’s stock was publicly traded on the New York Stock Exchange. Subsequent to the Merger, ~~date,~~ PLC and the Company remain as SEC registrants within the United States. The Company markets individual life insurance, credit life and disability insurance, guaranteed investment contracts, guaranteed funding agreements, fixed and variable annuities, and extended service contracts throughout the United States. The Company also maintains a separate segment devoted to the acquisition of insurance policies from other companies. PLC is a holding company with subsidiaries that provide financial services through the production, distribution, and administration of insurance and investment products.

These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the interim periods presented herein. In the opinion of management, the accompanying consolidated condensed financial statements reflect all adjustments (consisting only of normal recurring items) necessary for a fair ~~statement~~presentation of the results for the interim periods presented. Operating results for the three and nine months ended ~~March 31,~~September 30, 2019, are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2019. The year-end consolidated condensed financial data included herein was derived from audited financial statements but this report does not include all disclosures required by GAAP. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The operating results of companies in the insurance industry have historically been subject to significant fluctuations due to changing competition, economic conditions, interest rates, investment performance, insurance ratings, claims, persistency, and other factors.

~~Certain reclassifications~~During the fourth quarter of 2018, the Company identified certain cash flows that were incorrectly classified in the Company’s historical consolidated statements of cash flows. The Company has determined that these misclassifications were not material to the financial statements for any period. These amounts have been ~~made~~corrected in the comparative consolidated statements of cash flows for the nine months ended September 30, 2019. The nine months ended September 30, 2018 amounts have been revised resulting in an increase in operating cash flows and corresponding decrease in financing cash flows of $88.0 million compared to the amounts previously reported financial statements and accompanying notes to make prior period amounts comparable to those of the current period. Such reclassifications had no effect on previously reported net income or shareowner’s equity.reported.

Entities Included

The consolidated condensed financial statements in this report include the accounts of Protective Life Insurance Company and its affiliate companies in which the Company holds a majority voting or economic interest. Intercompany balances and transactions have been eliminated.

During the second quarter of 2019, the Company recorded an adjustment related to prior periods to correct an error pertaining to the deferred policy acquisition costs (“DAC”) tax reimbursements paid under reinsurance agreements the Company entered in previous years. The adjustment resulted in an $8.96 million increase to accounts and premiums receivable on the Company’s consolidated balance sheet, with a corresponding increase to income. The Company concluded that the adjustment was not quantitatively or qualitatively material to previously reported periods or the current interim period. As a result, this adjustment was recorded by the Company within the consolidated condensed financial statements as of and for the period ended June 30, 2019.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

For a full description of significant accounting policies, see Note 2 to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. There were no significant changes to the Company’s accounting policies during the ~~three~~nine months ended ~~March 31,~~September 30, 2019.

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Accounting Pronouncements Recently Adopted

Accounting Standards Update (“ASU” or “Update”) No. 2016-02 - Leases. The amendments in this Update address certain aspects of recognition, measurement, presentation, and disclosure of leases. The most significant change relates to the accounting model used by lessees. The Update requires all leases with terms greater than 12 months to be recorded on the balance sheet in the form of a lease asset and liability. The lease asset and liability are measured at the present value of the minimum lease payments less any upfront payments or fees. The amendments in the Update became effective for annual and interim periods beginning after December 15, 2018 on a modified retrospective basis. The Company recorded a cumulative effect adjustment as of the date of adoption, January 1, 2019, establishing a right of use asset and lease liability of $18.2 million on its consolidated condensed balance sheet reflected in the property and equipment and other liabilities line items, respectively.

ASU No. 2017-08 - Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this Update require that premiums on callable debt securities be amortized to the first call date. This is a change from previous guidance, under which premiums are amortized to the maturity date of the security. The amendments became effective for annual and interim periods beginning after December 15, 2018. The Company recorded a cumulative effect adjustment as of the adoption date, January 1, 2019, resulting in a $50.8 million reduction to retained earnings, net of income tax.

ASU No. 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this Update are designed to permit hedge accounting to be applied to a broader range of hedging strategies as well as to more closely align hedge accounting and risk management objectives. Specific provisions include requiring

changes in the fair value of a hedging instrument be recorded in the same income statement line as the hedged item when it affects earnings. In addition, after a hedge has initially qualified as an effective hedge the Update permits the use of a qualitative hedge effectiveness test in subsequent periods. The amendments in this Update became effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. At adoption, January 1, 2019, this standard did not have an impact on the Company’s operations or financial results.

Accounting Pronouncements Not Yet Adopted

ASU No. 2016-13 - Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments.

The amendments in this Update introduce a new current expected credit loss (“CECL”) model for certain financial assets, including mortgage loans and reinsurance receivables. The new model will not apply to debt securities classified as available-for-sale. For assets within the scope of the new model, an entity will recognize as an allowance against earnings its estimate of the contractual cash flows not expected to be collected on day one of the asset’s acquisition. The allowance may be reversed through earnings if a security recovers in value. This differs from the current impairment model, which requires recognition of credit losses when they have been incurred and recognizes a security’s subsequent recovery in value in other comprehensive income. The Update also makes targeted changes to the current impairment model for available-for-sale debt securities, which comprise the majority of the Company’s invested assets. Similar to the CECL model, credit loss impairments will be recorded in an allowance against earnings that may be reversed for subsequent recoveries in value. The amendments in this Update, along with related amendments in ASU No. 2018-19 - Codification Improvements to Topic 326, Financial Instruments-Credit Losses, are effective for annual and interim periods beginning after December 15, 2019 on a modified retrospective basis. The Company has completed its scoping and gap analysis with respect to the implementation of the new standard. Additionally, the Company is ~~reviewing~~in the testing phase with respect to its ~~policies~~calculation of the allowance for credit losses for its portfolio of commercial mortgage loans and mortgage loan commitments and reinsurance receivables. A vendor-sourced credit loss model will be used to measure the allowance for the majority of the Company’s commercial mortgage loans and unfunded mortgage loan commitments, and the Company will use an internally-developed calculation to measure the allowance for reinsurance receivables. Testing and review activities which have not yet been completed include final user acceptance testing of the vendor model for commercial mortgage loans, as well as final approval of certain model inputs such as economic forecasts and mean reversion parameters which will materially impact the final allowance. The Company is on track to complete its testing and assumption review in the fourth quarter. In addition to development and testing of the calculation of the allowance for credit losses for these assets, the Company continues to implement new processes and controls with respect to ~~ensure compliance~~the measurement and recognition of the allowance, along with the ~~requirements~~additional disclosures required by the Update. The Company expects to record a cumulative effect adjustment which includes an additional allowance for credit losses for commercial mortgage loans and reinsurance receivables. The amount of the cumulative effect adjustment cannot yet be reasonably estimated, as the allowance for credit losses recorded as of January 1, 2020 may be materially impacted by a) model inputs that have not been finalized or b) changes in ~~this Update, upon adoption,~~macroeconomic conditions or other events and ~~assessing the impact this standard will have on its operations and financial results.~~circumstances that cannot be reasonably forecasted.

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ASU No. 2018-12 - Financial Services - Insurance (Topic 944): Targeted Improvements to Accounting for Long-Duration Contracts. The amendments in this Update are designed to make improvements to the existing recognition, measurement, presentation, and disclosure requirements for certain long-duration contracts issued by an insurance company. The new amendments require insurance entities to provide a more current measure of the liability for future policy benefits for traditional and limited-payment contracts by regularly refining the liability for actual past experience and updated future assumptions. This differs from current requirements where assumptions are locked-in at contract issuance for these contract types. In addition, the updated liability will be discounted using an upper-medium grade (low-credit-risk) fixed income instrument yield that reflects the characteristics of the liability which differs from currently used rates based on the invested assets supporting the liability. In addition, the amendments introduce new requirements to assess market-based insurance contract options and guarantees for Market Risk Benefits and measure them at fair value. This Update also requires insurance entities to amortize deferred acquisition costs on a constant-level basis over the expected life of the contract. Finally this Update requires new disclosures including liability rollforwards and information about significant inputs, ~~judgements,~~judgments, assumptions, and methods used in the measurement. The amendments in this Update are currently effective for annual and interim periods beginning after December 15, 2020 with early adoption permitted. However, in October 2019, the Financial Accounting Standards Board (the “FASB”) affirmed their previous decision to delay the effective date of the Update by one year for larger SEC filers and two or three years for others, with early adoption permitted. A final Update is currently being drafted and when issued will extend the implementation deadline for the Company by one year to periods beginning after December 15, 2021. The Company has started its implementation efforts and is currently reviewing its policies, processes, and applicable systems to determine the impact this standard will have on its operations and financial results. While it is not possible to estimate the expected impact of adoption at this time, given the nature and extent of the required changes to a significant portion of the Company’s operations, adoption is expected to have a significant impact on our consolidated financial statements and related disclosures and will require changes to certain of our processes, systems, and controls.

ASU No. 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). The amendments in this update require customers in a cloud computing arrangement accounted for as a service contract to capitalize implementation costs incurred in the arrangement.Capitalization should be based on the nature of the costs and the project stage at which the cost was incurred. The amendments in the Update are effective for annual and interim periods beginning after December 15, 2019 on either a retrospective or prospective basis. There will be no impact at the adoption date as the Company will adopt the amendments on a prospective basis.

3.SIGNIFICANT TRANSACTIONS

The Lincoln National Life Insurance Company

On May 1, 2018, The Lincoln National Life Insurance Company (“Lincoln Life”) completed its previously announced acquisition (the ~~“Closing”~~“Liberty Closing”) of Liberty Mutual Group Inc.’s (“Liberty Mutual”) Group Benefits Business and Individual Life and Annuity Business (the “Life Business”) through the acquisition of all of the issued and outstanding capital stock of Liberty Life Assurance Company of Boston (“Liberty”). In connection with the Liberty Closing and pursuant to the Master Transaction Agreement, dated January 18, 2018 (the “Master Transaction Agreement”), ~~previously reported in PLC’s Current Report on Form 8-K filed on January 23, 2018,~~ the Company and Protective Life and Annuity Insurance Company (“PLAIC”), a wholly owned subsidiary of the Company, entered into reinsurance agreements (the “Liberty Reinsurance Agreements”) and related ancillary documents (including administrative services agreements and transition services agreements) providing for the reinsurance and administration of the Life Business.

Pursuant to the Liberty Reinsurance Agreements, Liberty ceded to the Company and PLAIC the insurance policies related to the Life Business on a 100% coinsurance basis. The aggregate ceding commission for the reinsurance of the Life Business was $422.4 million, which is the purchase price.

All policies issued in states other than New York were ceded to the Company under a reinsurance agreement between Liberty and the Company, and all policies issued in New York were ceded to PLAIC under a reinsurance agreement between Liberty and PLAIC. The aggregate statutory reserves of Liberty ceded to the Company and PLAIC as of the ~~closing~~date of the ~~Transaction~~Liberty Closing were approximately $13.2 billion, which amount was based on initial ~~estimates and is~~estimates. The final reserve amount determined, as adjusted during the measurement period, was $13.7 billion. In addition, there are certain pending items which remain subject to adjustment ~~following~~

in accordance with the ~~Closing.~~Master Transaction Agreement and could result in a gain in future periods. Pursuant to the terms of the Liberty Reinsurance Agreements, each of the Company and PLAIC are required to maintain assets in trust for the benefit of Liberty to secure their respective obligations to Liberty under the Liberty Reinsurance Agreements. The trust accounts were initially funded by each of the Company and PLAIC principally with the investment assets that were received from Liberty. Additionally, the Company and PLAIC have each agreed to provide, on behalf of Liberty, administration and policyholder servicing of the Life Business reinsured by it pursuant to administrative services agreements between Liberty and each of the Company and PLAIC.

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The terms of the Liberty Reinsurance Agreements resulted in an acquisition of the Life Business by the Company in accordance with ~~ASC~~Accounting Standards Codification ("ASC" or "Codification") Topic 805, Business Combinations.

The following table details the purchase consideration and ~~preliminary~~final allocation of assets acquired and liabilities ~~assumed~~

from the Life Business reinsurance transaction as of the transaction date. These estimates remain preliminary and are subject to adjustment. While they are not expected to be materially different than those shown, any material adjustments to the estimates will be reflected, retroactively, as of the date of the ~~acquisition.~~Liberty Closing.


	Fair Value as of May 1, 2018
	(Dollars In Thousands)
ASSETS
Fixed maturities	$	12,588,512
Mortgage loans	435,405
Policy loans	131,489
Total investments	13,155,406
Cash	35,179
Accrued investment income	152,030

Reinsurance receivables	272
Value of business acquired	379,717
Other assets	916
Total assets	13,723,520
LIABILITIES
Future policy benefits and claims	$	11,751,895
Unearned premiums	—
Total policy liabilities and accruals	11,751,895
Annuity account balances	1,864,141
Other policyholders’ funds	41,936
Other liabilities	65,548
Total liabilities	13,723,520
NET ASSETS ACQUIRED	$	—

Fair Value
as of
May 1, 2018
(Dollars In Thousands)
ASSETS
Fixed maturities $ 12,588,512
Mortgage loans 435,405
Policy loans 131,489
Total investments 13,155,406
Cash 38,456
Accrued investment income 152,030
Reinsurance receivables 272
Value of business acquired 338,303
Other assets 916
Total assets 13,685,383
LIABILITIES
Future policy benefits and claims $ 11,748,942
Unearned premiums —
Total policy liabilities and accruals 11,748,942
Annuity account balances 1,823,444
Other policyholders’ funds 41,936
Other liabilities 71,061
Total liabilities 13,685,383
NET ASSETS ACQUIRED $ —

The following unaudited pro forma condensed consolidated results of operations assumes that the aforementioned transactions of the Life Business were completed as of January 1, 2017. The unaudited pro forma condensed results of operations are presented solely for information purposes and are not necessarily indicative of the consolidated condensed results of operations that might have been achieved had the transaction been completed as of the date indicated:


	Unaudited
	For The Three Months Ended September 30, 2018		For The Nine Months Ended September 30, 2018
	(Dollars In Thousands)
Revenue	$	1,269,963	$	3,826,859
Net income	$	78,524	$	195,211

Unaudited

For The
Three Months Ended
March 31, 2018
(Dollars In Thousands)
Revenue $ 1,313,999
Net income $ 57,032

Great-West Life & Annuity Insurance Company

On January 23, 2019, the Company entered into a Master Transaction Agreement (the “GWL&A Master Transaction Agreement”) with Great-West Life & Annuity Insurance Company (“GWL&A”), Great-West Life & Annuity Insurance Company of New York (“GWL&A of NY”), The Canada Life Assurance Company (“CLAC”) and The Great-West Life Assurance Company (“GWL” and, together with GWL&A, GWL&A of NY and CLAC, the “Sellers”), pursuant to which the Company will acquire via reinsurance (the “Transaction”) substantially all of the Sellers’ individual life insurance and annuity business (the “Individual Life Business”).

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On June 3, 2019, the Company and PLAIC completed the Transaction (the “GWL&A Closing”). Pursuant to the GWL&A Master Transaction Agreement, the Company and PLAIC ~~will enter~~entered into reinsurance agreements (the “GWL&A Reinsurance Agreements”) and related ancillary documents at the ~~closing of the Transaction.~~GWL&A Closing. On the terms and subject to the conditions of the GWL&A Reinsurance Agreements, the Sellers ~~will cede~~ceded to the Company and PLAIC, effective as of the ~~closing~~date of the ~~Transaction,~~GWL&A Closing, substantially all of the insurance policies ~~relating~~related to the Individual Life ~~Business.~~Business on a 100% indemnity basis net of reinsurance recoveries. The aggregate ceding commission for the reinsurance of the Individual Life Business paid at the GWL&A Closing was $765.7 million, which amount is subject to adjustment in accordance with the GWL&A Master Transaction Agreement. All policies issued in states other than New York were ceded to the Company under reinsurance agreements between the applicable Seller and the Company, and all policies issued in New York were ceded to PLAIC under a reinsurance agreement between GWL&A of NY and PLAIC. The aggregate statutory reserves of the Sellers ceded to the Company and PLAIC as of the GWL&A Closing were approximately $20.4 billion, which amount was based on initial estimates and is subject to adjustment following the GWL&A Closing. To support its obligations under the GWL&A Reinsurance Agreements, the Company ~~will establish~~established trust accounts for the benefit of GWL&A, CLAC and GWL, and PLAIC ~~will establish~~established a trust account for the benefit of GWL&A of NY. The Sellers ~~will retain~~retained a block of participating policies, which will be administered by PLC.

As of the purchase date, the Company has recorded an estimate in the amount of $49.5 million related to contingent consideration. The ~~Transaction~~final ceding commission is subject to adjustment based on these amounts. These amounts are accrued within other liabilities in the ~~satisfaction or waiver~~Company’s consolidated condensed balance sheet.

The contingent consideration is comprised of ~~customary closing conditions, including regulatory approvals~~a holdback provision and a post-closing sales adjustment. The holdback amount is related to the performance of certain blocks of business for a specified period of time after the close of the transaction. The range of amounts payable to Great West under this provision is $0 - $40 million. The Company established a liability of $37.6 million as of the transaction date, which represents the Company's best estimate of the present value of future payments.

Great West is also entitled to a payment for certain post-closing sales occurring between June 1, 2019 and December 31, 2019. At this time, a range for this payment cannot be estimated and the ~~execution~~Company established a liability of $11.9 million on the transaction date, which represents the Company's best estimate of the ~~GWL&A Reinsurance Agreements~~present value of future payments as of the transaction date. During the three months ended September 30, 2019, this estimate was revised based on sales and ~~related ancillary documents.~~ returns achieved during that period. The liability as of September 30, 2019 was $8.2 million, which represents the Company's best estimate of the present value of future payments. The reduction in the liability was recorded as a component of earnings.

The GWL&A Master Transaction Agreement and other transaction documents contain certain customary representations and warranties made by each of the parties, and certain customary covenants regarding the Sellers and the Individual Life Business, and provide for indemnification, among other things, for breaches of those representations, warranties, and covenants. The terms of the GWL&A Reinsurance Agreements resulted in an acquisition of the Individual Life Business by PLC in accordance with ASC Topic 805, Business Combinations.

The following table details the preliminary allocation of assets acquired and liabilities assumed from the Individual Life Business reinsurance transaction as of the date of the GWL&A Closing. The Company has not completed the process of determining the fair value of assets acquired and liabilities assumed, but will do so in the twelve month measurement period subsequent to the date of the GWL&A Closing. These estimates are provisional and subject to adjustment. Any adjustments to these fair value estimates will be reflected, retroactively, as of the date of the acquisition, and may result in adjustments to the value of business acquired.

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	Fair Value as of June 1, 2019
	(Unaudited)
	(Dollars In Thousands)
ASSETS
Fixed maturities	$	8,697,966
Mortgage loans	1,386,228
Policy loans	44,002
Other long-term investments	1,579
Total investments	10,129,775
Cash	34,835
Accrued investment income	101,452
Accounts and premiums receivable	62
Premium due and deferred	1,642
Value of business acquired	510,875
Other intangibles	21,300
Other assets	1,525,911
Assets related to separate accounts	9,583,217
Total assets	21,909,069
LIABILITIES
Future policy benefits and claims	$	11,000,902
Annuity account balances	220,064
Other policyholders’ funds	220,117
Other liabilities	72,127
Liabilities related to separate accounts	9,583,217
Total liabilities	21,096,427
NET ASSETS ACQUIRED	$	812,642

Assets related to separate accounts and liabilities related to separate accounts represent amounts receivable and payable for variable annuity and variable universal life products reinsured on a modified co-insurance basis.

The following unaudited pro forma condensed consolidated results of operations assumes that the aforementioned transactions of the Individual Life Business were completed as of January 1, 2018. The unaudited pro forma condensed results of operations are presented solely for information purposes and are not necessarily indicative of the consolidated condensed results of operations that might have been achieved had the transaction been completed as of the date indicated:


	Unaudited						Unaudited
	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Revenue	$	1,681,993	$	1,507,056	$	4,868,168	$	4,158,840
Net income	$	190,424	$	84,653	$	504,031	$	181,623

The amount of revenue and income before income tax of the Individual Life Business since the transaction date, June 1, 2019, included in the consolidated statements of income for the nine months ended September 30, 2019, amounted to $352.5 million and $74.0 million. The Company incurred approximately $12.2 million of non-recurring transaction costs for the nine months ended September 30, 2019.

Intangible assets recognized by the Company included the following (excluding goodwill):

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	Estimated Fair Value on Acquisition Date		Estimated Useful Life
	(Dollars In Thousands)		(In Years)
Distribution relationships	$	15,000	18
Technology	6,300		10
Total intangible assets	$	21,300

Amortizable intangible assets will be amortized on a straight line basis over their assigned useful lives. The following is a schedule of future estimated aggregate amortization expense:


Year	Amount
	(Dollars In Thousands)
Remainder of 2019	$	366
2020	1,463
2021	1,463
2022	1,463
2023	1,463

Based on the balance recorded as of June 1, 2019, the expected amortization of value of business acquired ("VOBA") for the next five years is as follows:


Year	Amount
	(Dollars In Thousands)
Remainder of 2019	$	(3,616)
2020	(19,741)
2021	(12,153)
2022	(5,090)
2023	1,143

VOBA is calculated at a product level and can either be positive or negative depending on the underlying fair values of the associated product lines. VOBA is amortized in accordance with ASC 944-805-35-1, which requires that the amortization should be on a basis consistent with the related reinsurance liability. As such, the net amortization related to a specific transaction in a given year can be either positive or negative as amortization patterns differ between the product lines.

4.MONY CLOSED BLOCK OF BUSINESS

In 1998, MONY Life Insurance Company (“MONY”) converted from a mutual insurance company to a stock corporation (“demutualization”). In connection with its demutualization, an accounting mechanism known as a closed block (the “Closed Block”) was established for certain individuals’ participating policies in force as of the date of demutualization. Assets, liabilities, and earnings of the Closed Block are specifically identified to support its participating policyholders. The Company acquired the Closed Block in conjunction with the acquisition of MONY in 2013.

Assets allocated to the Closed Block inure solely to the benefit of each Closed Block’s policyholders and will not revert to the benefit of MONY or the Company. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of MONY’s general account, any of MONY’s separate accounts or any affiliate of MONY without the approval of the Superintendent of The New York State Department of Financial Services (the “Superintendent”). Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the general account.

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The excess of Closed Block liabilities over Closed Block assets (adjusted to exclude the impact of related amounts in accumulated other comprehensive income ~~“AOCI”~~(loss) (“AOCI”) at the acquisition date of October 1, 2013, represented the estimated maximum future post-tax earnings from the Closed Block that would be recognized in income from continuing operations over the period the policies and contracts in the Closed Block remain in force. In connection with the acquisition of MONY, the Company developed an actuarial calculation of the expected timing of MONY’s Closed Block’s earnings as of October 1, 2013. Pursuant to the acquisition of the Company by Dai-ichi Life, this actuarial calculation of the expected timing of MONY’s Closed Block earnings was recalculated and reset as February 1, 2015, along with the establishment of a policyholder dividend obligation as of such date.

If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in the Company’s net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If, over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Many expenses related to Closed Block operations, including amortization of VOBA, are charged to operations outside of the Closed Block; accordingly, net revenues of the Closed Block do not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside of the Closed Block.

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Summarized financial information for the Closed Block as of ~~March 31,~~September 30, 2019 and December 31, 2018 is as follows:


	As of						As of
	March 31, 2019		December 31, 2018				September 30, 2019		December 31, 2018
	(Dollars In Thousands)						(Dollars In Thousands)
Closed block liabilities						Closed block liabilities
Future policy benefits, policyholders’ account balances and other policyholder liabilities	$	5,643,484	$	5,679,732		Future policy benefits, policyholders’ account balances and other policyholder liabilities	$	5,579,389	$	5,679,732
Policyholder dividend obligation	11,803		—			Policyholder dividend obligation	319,865		—
Other liabilities	33,254		22,505			Other liabilities	11,366		22,505
Total closed block liabilities	5,688,541		5,702,237			Total closed block liabilities	5,910,620		5,702,237
Closed block assets						Closed block assets
Fixed maturities, available-for-sale, at fair value	$	4,404,945	$	4,257,437		Fixed maturities, available-for-sale, at fair value	$	4,694,274	$	4,257,437

Mortgage loans on real estate	75,062		75,838			Mortgage loans on real estate	73,563		75,838
Policy loans	666,270		672,213			Policy loans	648,805		672,213
Cash	115,204		116,225			Cash	75,828		116,225
Other assets	107,204		136,388			Other assets	106,481		136,388
Total closed block assets	5,368,685		5,258,101			Total closed block assets	5,598,951		5,258,101
Excess of reported closed block liabilities over closed block assets	319,856		444,136			Excess of reported closed block liabilities over closed block assets	311,669		444,136
Portion of above representing accumulated other comprehensive income:						Portion of above representing accumulated other comprehensive income:
Net unrealized investment gains (losses) net of policyholder dividend obligation: $(118,670) and $(141,128); and net of income tax: $24,921 and $61,676	—		(120,528		)
Net unrealized investment gains (losses) net of policyholder dividend obligation: $198,285 and $(141,128); and net of income tax: $(41,640) and $61,676						Net unrealized investment gains (losses) net of policyholder dividend obligation: $198,285 and $(141,128); and net of income tax: $(41,640) and $61,676	—		(120,528)
Future earnings to be recognized from closed block assets and closed block liabilities	$	319,856	$	323,608		Future earnings to be recognized from closed block assets and closed block liabilities	$	311,669	$	323,608

Reconciliation of the policyholder dividend obligation is as follows:


	For The Nine Months Ended September 30,
	2019		2018
	(Dollars In Thousands)
Policyholder dividend obligation, beginning of period	$	—	$	160,712
Applicable to net revenue (losses)	(19,548)		(24,922)
Change in net unrealized investment gains (losses) allocated to the policyholder dividend obligation	339,413		(135,790)
Policyholder dividend obligation, end of period	$	319,865	$	—

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Policyholder dividend obligation, beginning of period $ —
$ 160,712
Applicable to net revenue (losses) (10,655 ) (11,712 )
Change in net unrealized investment gains (losses) allocated to the policyholder dividend obligation 22,458
(149,000 )
Policyholder dividend obligation, end of period $ 11,803
$ —

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Closed Block revenues and expenses were as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Revenues
Premiums and other income	$	37,652	$	39,691	$	115,202	$	121,768
Net investment income	52,018		50,833		154,808		152,248
Net investment gains (losses)	1,104		40		693		66
Total revenues	90,774		90,564		270,703		274,082
Benefits and other deductions
Benefits and settlement expenses	84,531		83,588		250,410		251,480
Other operating expenses	229		291		836		310
Total benefits and other deductions	84,760		83,879		251,246		251,790
Net revenues before income taxes	6,014		6,685		19,457		22,292
Income tax expense	1,263		1,404		4,086		4,681
Net revenues	$	4,751	$	5,281	$	15,371	$	17,611

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Revenues

Premiums and other income $ 37,444
$ 39,612
Net investment income 51,128
50,543
Net investment gains (454 ) (237 )
Total revenues 88,118
89,918
Benefits and other deductions

Benefits and settlement expenses 78,666
79,952
Other operating expenses 359
(319 )
Total benefits and other deductions 79,025
79,633
Net revenues before income taxes 9,093
10,285
Income tax expense 1,910
2,160
Net revenues $ 7,183
$ 8,125

5.INVESTMENT OPERATIONS

Net realized gains (losses) are summarized as follows:


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Fixed maturities	$	5,137		$	2,783		Fixed maturities	$	15,686	$	(2,018)	$	21,885	$	6,248
Equity gains and losses	30,635			(8,738		)	Equity gains and losses	6,117		(6,925)		44,292		(16,693)
Modco trading portfolio	94,902			(84,709		)	Modco trading portfolio	67,674		(10,901)		252,147		(148,427)
Other investments	(1,146		)	3,113			Other investments	(1,260)		(312)		(1,070)		1,522
Realized gains (losses) - all other investments	129,528			(87,551		)	Realized gains (losses) - all other investments	88,217		(20,156)		317,254		(157,350)
Realized gains (losses) - derivatives⁽¹⁾	(73,308		)	46,826			Realized gains (losses) - derivatives⁽¹⁾	42,286		(26,710)		(86,288)		37,176
Realized investment gains (losses)	$	56,220		$	(40,725	)	Realized investment gains (losses)	$	130,503	$	(46,866)	$	230,966	$	(120,174)

Net impairments losses recognized in earnings	$	(3,142	)	$	(3,645	)	Net impairments losses recognized in earnings	$	(10,818)	$	(14)	$	(14,658)	$	(3,664)

(1) See Note 7, Derivative Financial Instruments							(1) See Note 7, Derivative Financial Instruments

Gross realized gains and gross realized losses on investments available-for-sale (fixed maturities and short-term investments) are as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Gross realized gains	$	20,155	$	3,410	$	34,801	$	21,540
Gross realized losses:
Impairment losses	$	(10,818)	$	(14)	$	(14,658)	$	(3,664)
Other realized losses	$	(4,469)	$	(5,428)	$	(12,916)	$	(15,292)

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Gross realized gains $ 7,870
$ 8,049
Gross realized losses:
Impairment losses $ (3,142 ) $ (3,645 )
Other realized losses $ (2,733 ) $ (5,267 )

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The chart below summarizes the fair value (proceeds) and the gains (losses) realized on securities the Company sold that were in an unrealized gain position and an unrealized loss position.


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Securities in an unrealized gain position:							Securities in an unrealized gain position:
Fair value (proceeds)	$	648,891		$	142,133		Fair value (proceeds)	$	679,514	$	306,600	$	1,812,992	$	909,846
Gains realized	$	7,870		$	8,049		Gains realized	$	20,155	$	3,410	$	34,801	$	21,540

Securities in an unrealized loss position⁽¹⁾:							Securities in an unrealized loss position⁽¹⁾:
Fair value (proceeds)	$	171,302		$	56,984		Fair value (proceeds)	$	37,488	$	122,317	$	368,416	$	380,493
Losses realized	$	(2,733	)	$	(5,267	)	Losses realized	$	(4,469)	$	(5,428)	$	(12,916)	$	(15,292)

(1) The Company made the decision to exit these holdings in conjunction with its overall asset/liability management process.	(1) The Company made the decision to exit these holdings in conjunction with its overall asset/liability management process.						(1) The Company made the decision to exit these holdings in conjunction with its overall asset/liability management process.

The chart below summarizes the realized gains (losses) on equity securities sold during the period and equity securities still held at the reporting date.


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Net gains (losses) recognized during the period on equity securities	$	6,117	$	(6,925)	$	44,292	$	(16,693)
Less: net gains (losses) recognized on equity securities sold during the period	$	(648)	$	(1,476)	$	(395)	$	(3,858)
Gains (losses) recognized during the period on equity securities still held	$	6,765	$	(5,449)	$	44,687	$	(12,835)

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Net gains (losses) recognized during the period on equity securities $ 30,635
$ (8,738 )
Less: net gains (losses) recognized on equity securities sold during the period $ 60
$ (1,702 )
Gains (losses) recognized during the period on equity securities still held $ 30,575
$ (7,036 )

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The amortized cost and fair value of the Company’s investments classified as available-for-sale are as follows:


As of September 30, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Total OTTI Recognized in OCI⁽¹⁾
	(Dollars In Thousands)
Fixed maturities:
Residential mortgage-backed securities	$	5,151,583	$	194,100	$	(5,020)	$	5,340,663	$	—
Commercial mortgage-backed securities	2,627,310		88,275		(1,119)		2,714,466		—
Other asset-backed securities	1,878,663		32,830		(13,017)		1,898,476		(3)
U.S. government-related securities	1,154,940		9,836		(2,569)		1,162,207		—
Other government-related securities	552,445		52,421		(1,630)		603,236		—
States, municipals, and political subdivisions	4,503,629		331,625		(597)		4,834,657		1,274
Corporate securities	44,960,104		2,648,863		(323,362)		47,285,605		(24,644)
Redeemable preferred stocks	87,348		4,217		(4,003)		87,562		—
	60,916,022		3,362,167		(351,317)		63,926,872		(23,373)
Short-term investments	945,459		—		—		945,459		—
	$	61,861,481	$	3,362,167	$	(351,317)	$	64,872,331	$	(23,373)

As of December 31, 2018	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Total OTTI Recognized in OCI⁽¹⁾
	(Dollars In Thousands)
Fixed maturities:
Residential mortgage-backed securities	$	3,641,678	$	23,248	$	(61,935)	$	3,602,991	$	(18)
Commercial mortgage-backed securities	2,319,476		3,911		(57,000)		2,266,387		—
Other asset-backed securities	1,410,059		17,232		(35,398)		1,391,893		—
U.S. government-related securities	1,658,433		1,794		(45,722)		1,614,505		—
Other government-related securities	543,534		4,292		(33,790)		514,036		—
States, municipals, and political subdivisions	3,682,037		25,706		(118,902)		3,588,841		876
Corporate securities	38,467,380		112,438		(2,378,240)		36,201,578		(29,685)
Redeemable preferred stocks	94,362		—		(11,560)		82,802		—
	51,816,959		188,621		(2,742,547)		49,263,033		(28,827)
Short-term investments	635,375		—		—		635,375		—
	$	52,452,334	$	188,621	$	(2,742,547)	$	49,898,408	$	(28,827)

(1) These amounts are included in the gross unrealized gains and gross unrealized losses columns above.

As of March 31, 2019 Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Total OTTI
Recognized
in OCI⁽¹⁾
(Dollars In Thousands)
Fixed maturities:

Residential mortgage-backed securities $ 3,871,471
$ 57,375
$ (29,315 ) $ 3,899,531
$ —
Commercial mortgage-backed securities 2,334,211
17,148
(27,261 ) 2,324,098
—
Other asset-backed securities 1,359,813
18,421
(15,623 ) 1,362,611
—
U.S. government-related securities 1,439,136
2,382
(30,412 ) 1,411,106
—
Other government-related securities 521,713
12,295
(11,883 ) 522,125
—
States, municipals, and political subdivisions 3,632,880
84,040
(25,256 ) 3,691,664
1,021
Corporate securities 38,424,196
573,892
(1,211,830 ) 37,786,258
(18,719 )
Redeemable preferred stocks 87,579
368
(4,124 ) 83,823
—
51,670,999
765,921
(1,355,704 ) 51,081,216
(17,698 )
Short-term investments 607,017
—
—
607,017
—
$ 52,278,016
$ 765,921
$ (1,355,704 ) $ 51,688,233
$ (17,698 )

As of December 31, 2018 Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Total OTTI
Recognized
in OCI⁽¹⁾
(Dollars In Thousands)
Fixed maturities:

Residential mortgage-backed securities $ 3,641,678
$ 23,248
$ (61,935 ) $ 3,602,991
$ (18 )
Commercial mortgage-backed securities 2,319,476
3,911
(57,000 ) 2,266,387
—
Other asset-backed securities 1,410,059
17,232
(35,398 ) 1,391,893
—
U.S. government-related securities 1,658,433
1,794
(45,722 ) 1,614,505
—
Other government-related securities 543,534
4,292
(33,790 ) 514,036
—
States, municipals, and political subdivisions 3,682,037
25,706
(118,902 ) 3,588,841
876
Corporate securities 38,467,380
112,438
(2,378,240 ) 36,201,578
(29,685 )
Redeemable preferred stocks 94,362
—
(11,560 ) 82,802
—
51,816,959
188,621
(2,742,547 ) 49,263,033
(28,827 )
Short-term investments 635,375
—
—
635,375
—
$ 52,452,334
$ 188,621
$ (2,742,547 ) $ 49,898,408
$ (28,827 )

(1) These amounts are included in the gross unrealized gains and gross unrealized losses columns above.

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The Company holds certain investments pursuant to certain modified coinsurance (“Modco”) arrangements. The fixed maturities held as part of these arrangements are classified as trading securities. The fair value of the investments held pursuant to these Modco arrangements are as follows:


						As of
	As of March 31, 2019		As of December 31, 2018			September 30, 2019		December 31, 2018
	(Dollars In Thousands)					(Dollars In Thousands)
Fixed maturities:					Fixed maturities:
Residential mortgage-backed securities	$	213,259	$	241,836	Residential mortgage-backed securities	$	202,963	$	241,836
Commercial mortgage-backed securities	209,482		188,925		Commercial mortgage-backed securities	208,935		188,925
Other asset-backed securities	149,541		159,907		Other asset-backed securities	137,732		159,907
U.S. government-related securities	59,627		59,794		U.S. government-related securities	48,112		59,794
Other government-related securities	23,640		44,207		Other government-related securities	26,792		44,207
States, municipals, and political subdivisions	292,796		286,413		States, municipals, and political subdivisions	300,332		286,413
Corporate securities	1,533,256		1,423,833		Corporate securities	1,599,453		1,423,833
Redeemable preferred stocks	11,860		11,277		Redeemable preferred stocks	12,195		11,277
	2,493,461		2,416,192			2,536,514		2,416,192
Equity securities	9,207		9,892		Equity securities	6,647		9,892
Short-term investments	34,631		30,926		Short-term investments	98,983		30,926
	$	2,537,299	$	2,457,010		$	2,642,144	$	2,457,010

The amortized cost and fair value of available-for-sale and held-to-maturity fixed maturities as of ~~March 31,~~September 30, 2019, by expected maturity, are shown below. Expected maturities of securities without a single maturity date are allocated based on estimated rates of prepayment that may differ from actual rates of prepayment.


	Available-for-sale				Held-to-maturity					Available-for-sale						Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars In Thousands)									(Dollars In Thousands)
Due in one year or less	$	1,259,571	$	1,257,644	$	—	$	—	Due in one year or less	$	1,830,025	$	1,828,513	$	—	$	—
Due after one year through five years	8,936,843		8,920,426		—		—		Due after one year through five years	9,960,533		10,147,215		—		—
Due after five years through ten years	8,822,759		8,877,578		—		—		Due after five years through ten years	13,576,841		14,198,510		—		—
Due after ten years	32,651,826		32,025,568		2,607,356		2,594,441		Due after ten years	35,548,623		37,752,634		2,544,054		2,685,076
	$	51,670,999	$	51,081,216	$	2,607,356	$	2,594,441		$	60,916,022	$	63,926,872	$	2,544,054	$	2,685,076

The charts below summarize the Company’s other-than-temporary impairments of investments. All of the impairments were related to fixed maturities.


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	Fixed Maturities		Fixed Maturities		Fixed Maturities		Fixed Maturities
	(Dollars In Thousands)
Other-than-temporary impairments	$	(39,752)	$	(14)	$	(41,245)	$	(715)
Non-credit impairment losses recorded in other comprehensive income (loss)	28,934		—		26,587		(2,949)
Net impairment losses recognized in earnings	$	(10,818)	$	(14)	$	(14,658)	$	(3,664)

For The
Three Months Ended
March 31, 2019

Fixed
Maturities
(Dollars In Thousands)
Other-than-temporary impairments $ (1,295 )
Non-credit impairment losses recorded in other comprehensive income (1,847 )
Net impairment losses recognized in earnings $ (3,142 )

For The
Three Months Ended
March 31, 2018

Fixed
Maturities
(Dollars In Thousands)
Other-than-temporary impairments $ (691 )
Non-credit impairment losses recorded in other comprehensive income (2,954 )
Net impairment losses recognized in earnings $ (3,645 )

There were no other-than-temporary impairments related to fixed maturities or equity securities that the Company intended to sell or expected to be required to sell for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018.

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The following chart is a rollforward of available-for-sale credit losses on fixed maturities held by the Company for which a portion of an other-than-temporary impairment was recognized in other comprehensive income (loss):


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Beginning balance	$	24,868		$	3,268		Beginning balance	$	12,498	$	2	$	24,868	$	3,268
Additions for newly impaired securities	751			—			Additions for newly impaired securities	10,805		—		11,556		—
Additions for previously impaired securities	2,347			—			Additions for previously impaired securities	—		—		3,007		2
Reductions for previously impaired securities due to a change in expected cash flows	(632		)	(1,033		)	Reductions for previously impaired securities due to a change in expected cash flows	(12,498)		—		(21,332)		—
Reductions for previously impaired securities that were sold in the current period	(119		)	—			Reductions for previously impaired securities that were sold in the current period	—		(2)		(7,294)		(3,270)
Ending balance	$	27,215		$	2,235		Ending balance	$	10,805	$	—	$	10,805	$	—

The following table includes the gross unrealized losses and fair value of the Company’s investments that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of ~~March 31,~~September 30, 2019:


	Less Than 12 Months					12 Months or More					Total						Less Than 12 Months						12 Months or More						Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss				Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(Dollars In Thousands)																(Dollars In Thousands)
Residential mortgage-backed securities	$	158,901	$	(1,772	)	$	1,238,524	$	(27,543	)	$	1,397,425	$	(29,315	)	Residential mortgage-backed securities	$	484,979	$	(2,069)	$	287,356	$	(2,951)	$	772,335	$	(5,020)
Commercial mortgage-backed securities	52,747		(1,235		)	1,454,220		(26,026		)	1,506,967		(27,261		)	Commercial mortgage-backed securities	67,255		(78)		117,799		(1,041)		185,054		(1,119)
Other asset-backed securities	531,548		(11,905		)	192,201		(3,718		)	723,749		(15,623		)	Other asset-backed securities	453,923		(7,510)		162,369		(5,507)		616,292		(13,017)
U.S. government-related securities	43,977		(640		)	1,045,717		(29,772		)	1,089,694		(30,412		)	U.S. government-related securities	265,257		(844)		335,336		(1,725)		600,593		(2,569)
Other government-related securities	51,767		(1,279		)	198,112		(10,604		)	249,879		(11,883		)	Other government-related securities	57,008		(488)		10,427		(1,142)		67,435		(1,630)
States, municipals, and political subdivisions	60,555		(369		)	911,555		(24,887		)	972,110		(25,256		)	States, municipals, and political subdivisions	35,092		(297)		15,215		(300)		50,307		(597)
Corporate securities	3,327,367		(136,044		)	17,570,174		(1,075,786		)	20,897,541		(1,211,830		)	Corporate securities	2,133,888		(43,884)		3,624,679		(279,478)		5,758,567		(323,362)
Redeemable preferred stocks	10,154		(3		)	68,291		(4,121		)	78,445		(4,124		)	Redeemable preferred stocks	—		—		16,935		(4,003)		16,935		(4,003)
	$	4,237,016	$	(153,247	)	$	22,678,794	$	(1,202,457	)	$	26,915,810	$	(1,355,704	)		$	3,497,402	$	(55,170)	$	4,570,116	$	(296,147)	$	8,067,518	$	(351,317)

Residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) had gross unrealized losses greater than twelve months of ~~$27.5~~$3.0 million and ~~$26.0~~$1.0 million, respectively, as of ~~March 31,~~September 30, 2019. Factors such as the credit enhancement within the deal structure, the average life of the securities, and the performance of the underlying collateral support the recoverability of these investments.

The other asset-backed securities had a gross unrealized loss greater than twelve months of ~~$3.7~~$5.5 million as of ~~March 31,~~September 30, 2019. This category predominately includes student loan backed auction rate securities (“ARS”) whose underlying collateral is at least ~~97%~~1% guaranteed by the Federal Family Education Loan Program (“FFELP”). At this time, the Company has no reason to believe that the U.S. Department of Education would not honor the FFELP guarantee, if it were necessary.

The U.S. government-related securities and the other government-related securities had gross unrealized losses greater than twelve months of ~~$29.8~~$1.7 million and ~~$10.6~~$1.1 million as of ~~March 31,~~September 30, 2019, respectively. These declines were related to changes in interest rates.

The states, municipals, and political subdivisions category had gross unrealized losses greater than twelve months of ~~$24.9~~$0.3 million as of ~~March 31,~~September 30, 2019. The aggregate decline in ~~market~~fair value of these securities was deemed temporary due to positive factors supporting the recoverability of the respective investments. Positive factors considered include credit ratings, the financial health of the issuer, the continued access of the issuer to capital markets, and other pertinent information.

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The corporate securities category had gross unrealized losses greater than twelve months of ~~$1.1 billion~~$279.5 million as of ~~March 31,~~September 30, 2019. The aggregate decline in ~~market~~fair value of these securities was deemed temporary due to positive factors supporting the recoverability of the respective investments. Positive factors considered include credit ratings, the financial health of the issuer, the continued access of the issuer to capital markets, interest rate movement, and other pertinent information.

As of ~~March 31,~~September 30, 2019, the Company had a total of ~~2,473~~809 positions that were in an unrealized loss position, but the Company does not consider these unrealized loss positions to be other-than-temporary. This is based on the aggregate factors discussed previously and because the Company has the ability and intent to hold these investments until the fair values recover, and the Company does not intend to sell or expect to be required to sell the securities before recovering the Company’s amortized cost of the securities.


	Less Than 12 Months					12 Months or More					Total						Less Than 12 Months						12 Months or More						Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss				Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(Dollars In Thousands)																(Dollars In Thousands)
Residential mortgage-backed securities	$	1,485,009	$	(31,302	)	$	795,765	$	(30,633	)	$	2,280,774	$	(61,935	)	Residential mortgage-backed securities	$	1,485,009	$	(31,302)	$	795,765	$	(30,633)	$	2,280,774	$	(61,935)
Commercial mortgage-backed securities	419,420		(7,398		)	1,405,690		(49,602		)	1,825,110		(57,000		)	Commercial mortgage-backed securities	419,420		(7,398)		1,405,690		(49,602)		1,825,110		(57,000)
Other asset-backed securities	687,271		(30,963		)	148,871		(4,435		)	836,142		(35,398		)	Other asset-backed securities	687,271		(30,963)		148,871		(4,435)		836,142		(35,398)
U.S. government-related securities	130,290		(4,668		)	1,085,654		(41,054		)	1,215,944		(45,722		)	U.S. government-related securities	130,290		(4,668)		1,085,654		(41,054)		1,215,944		(45,722)
Other government-related securities	224,273		(15,207		)	131,569		(18,583		)	355,842		(33,790		)	Other government-related securities	224,273		(15,207)		131,569		(18,583)		355,842		(33,790)
States, municipals, and political subdivisions	1,004,262		(27,180		)	1,129,152		(91,722		)	2,133,414		(118,902		)	States, municipals, and political subdivisions	1,004,262		(27,180)		1,129,152		(91,722)		2,133,414		(118,902)
Corporate securities	18,225,656		(966,825		)	12,824,024		(1,411,415		)	31,049,680		(2,378,240		)	Corporate securities	18,225,656		(966,825)		12,824,024		(1,411,415)		31,049,680		(2,378,240)
Redeemable preferred stocks	41,147		(4,467		)	41,655		(7,093		)	82,802		(11,560		)	Redeemable preferred stocks	41,147		(4,467)		41,655		(7,093)		82,802		(11,560)
	$	22,217,328	$	(1,088,010	)	$	17,562,380	$	(1,654,537	)	$	39,779,708	$	(2,742,547	)		$	22,217,328	$	(1,088,010)	$	17,562,380	$	(1,654,537)	$	39,779,708	$	(2,742,547)

As of ~~March 31,~~September 30, 2019, the Company had securities in its available-for-sale portfolio which were rated below investment grade of $1.6 billion and had an amortized cost of $1.7 billion. In addition, included in the Company’s trading portfolio, the Company held ~~$120.7~~$113.5 million of securities which were rated below investment grade. Approximately ~~$264.2~~$235.2 million of the available-for-sale and trading securities that were below investment grade were not publicly traded.

The change in unrealized gains (losses), net of income tax, on fixed maturities, classified as available-for-sale is summarized as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Fixed maturities	$	1,308,054	$	(229,609)	$	4,396,173	$	(1,727,358)

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Fixed maturities $ 1,551,674
$ (915,075 )

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The amortized cost and fair value of the Company’s investments classified as held-to-maturity as of ~~March 31,~~September 30, 2019 and December 31, 2018, are as follows:


As of March 31, 2019	Amortized Cost		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses			Fair Value		Total OTTI Recognized in OCI
As of September 30, 2019												As of September 30, 2019	Amortized Cost		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Fair Value		Total OTTI Recognized in OCI
	(Dollars In Thousands)												(Dollars In Thousands)
Fixed maturities:												Fixed maturities:
Securities issued by affiliates:												Securities issued by affiliates:
Red Mountain, LLC	$	764,356	$	—	$	(56,483	)	$	707,873	$	—	Red Mountain, LLC	$	782,054	$	10,406	$	—	$	792,460	$	—
Steel City, LLC	1,843,000		43,568		—			1,886,568		—		Steel City, LLC	1,762,000		130,616		—		1,892,616		—
	$	2,607,356	$	43,568	$	(56,483	)	$	2,594,441	$	—		$	2,544,054	$	141,022	$	—	$	2,685,076	$	—

As of December 31, 2018	Amortized Cost		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses			Fair Value		Total OTTI Recognized in OCI		As of December 31, 2018	Amortized Cost		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Fair Value		Total OTTI Recognized in OCI
	(Dollars In Thousands)												(Dollars In Thousands)
Fixed maturities:												Fixed maturities:
Securities issued by affiliates:												Securities issued by affiliates:
Red Mountain, LLC	$	750,474	$	—	$	(81,657	)	$	668,817	$	—	Red Mountain, LLC	$	750,474	$	—	$	(81,657)	$	668,817	$	—
Steel City, LLC	1,883,000		—		(4,607		)	1,878,393		—		Steel City, LLC	1,883,000		—		(4,607)		1,878,393		—
	$	2,633,474	$	—	$	(86,264	)	$	2,547,210	$	—		$	2,633,474	$	—	$	(86,264)	$	2,547,210	$	—

During the three and nine months ended ~~March 31,~~September 30, 2019 and 2018, the Company recorded no other-than-temporary impairments on held-to-maturity securities.

The Company’s held-to-maturity securities had ~~$43.6~~$141.0 million of gross unrecognized holding gains ~~and~~ ~~$56.5 million of gross unrecognized holding losses~~ as of ~~March 31,~~September 30, 2019. The Company does not consider these unrecognized holding losses to be other-than-temporary based on certain positive factors associated with the securities which include credit ratings of the guarantor, financial health of the issuer and guarantor, continued access of the issuer to capital markets and other pertinent information. These held-to-maturity securities are issued by affiliates of the Company which are considered variable interest entities (“VIEs”). The Company is not the primary beneficiary of these entities and thus the securities are not eliminated in consolidation. These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are affiliates of the Company.

The Company’s held-to-maturity securities had $86.3 million of gross unrecognized holding losses as of December 31, 2018. The Company does not consider these unrecognized holding losses to be other-than-temporary based on certain positive factors associated with the securities which include credit ratings of the guarantor, financial health of the issuer and guarantor, continued access of the issuer to capital markets and other pertinent information.

Variable Interest Entity

The Company holds certain investments in an entity in which its ownership interests could possibly be considered variable interests under Topic 810 of the Financial Accounting Standards Board (“FASB”) ~~Accounting Standard~~ Codification ~~(“ASC” or “Codification”)~~ (excluding debt and equity securities held as trading, available-for-sale, or held-to-maturity). The Company reviews the characteristics of the applicable entity and compares those characteristics to applicable criteria to determine whether the entity is a VIE. If the entity is determined to be a VIE, the Company then performs a detailed review to determine whether the interest would be considered a variable interest under the guidance. The Company then performs a qualitative review of all variable interests with the entity and determines whether the Company is the primary beneficiary. ASC 810 provides that an entity is the primary beneficiary of a VIE if the entity has 1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and 2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based on this analysis, the Company had an interest in ~~one~~1 wholly owned subsidiary, Red Mountain, LLC (“Red Mountain”) as of ~~March 31,~~September 30, 2019 and December 31, 2018, that was determined to be a VIE.

Table of Contents

The activity most significant to Red Mountain is the issuance of a note in connection with a financing transaction involving Golden Gate V Vermont Captive Insurance Company (“Golden Gate V”) and the Company in which Golden Gate V issued non-recourse funding obligations to Red Mountain and Red Mountain issued the note to Golden Gate V. Credit enhancement on the Red Mountain Note is provided by an unrelated third party. The Company had the power, via its 100% ownership through an affiliate, to direct the activities of the VIE, but did not have the obligation to absorb losses related to the primary risks or sources of variability to the VIE. The variability of loss would be borne primarily by the third party in its function as provider of credit enhancement on the Red Mountain Note. Accordingly, it was determined that the Company is not the primary beneficiary of the VIE. The Company’s risk of loss related to the VIE is limited to its investment of $10,000. Additionally, the Company has guaranteed Red Mountain’s payment obligation for the credit enhancement fee to the unrelated third party provider. As of ~~March 31,~~September 30, 2019, no0 payments have been made or required related to this guarantee.

6.FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company determined the fair value of its financial instruments based on the fair value hierarchy established in FASB guidance referenced in the Fair Value Measurements and Disclosures Topic which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company has adopted the provisions from the FASB guidance that is referenced in the Fair Value Measurements and Disclosures Topic for non-financial assets and liabilities (such as property and equipment, goodwill, and other intangible assets) that are required to be measured at fair value on a periodic basis. The effect on the Company’s periodic fair value measurements for non-financial assets and liabilities was not material.

The Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three level hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized as follows:

•Level 1: Unadjusted quoted prices for identical assets or liabilities in an active market.

•Level 2: Quoted prices in markets that are not active or significant inputs that are observable either directly or indirectly. Level 2 inputs include the following:


a)	~~Quoted prices for similar assets or liabilities in active markets;~~


b)	~~Quoted prices for identical or similar assets or liabilities in non-active markets;~~


c)	~~Inputs other than quoted market prices that are observable; and~~


d)	~~Inputs that are derived principally from or corroborated by observable market data through correlation or other means.~~

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Inputs other than quoted market prices that are observable; and

d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

•Level 3: Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management’s own estimates about the assumptions a market participant would use in pricing the asset or liability.

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2019:


	Measurement Category	Level 1		Level 2		Level 3		Total
		(Dollars In Thousands)
Assets:
Fixed maturity securities - available-for-sale
Residential mortgage-backed securities	4	$	—	$	5,340,664	$	—	$	5,340,664
Commercial mortgage-backed securities	4	—		2,704,831		9,635		2,714,466
Other asset-backed securities	4	—		1,482,414		416,062		1,898,476
U.S. government-related securities	4	801,931		360,276		—		1,162,207
State, municipals, and political subdivisions	4	—		4,834,657		—		4,834,657
Other government-related securities	4	—		603,236		—		603,236
Corporate securities	4	—		45,960,493		1,325,112		47,285,605
Redeemable preferred stocks	4	70,627		16,935		—		87,562
Total fixed maturity securities - available-for-sale		872,558		61,303,506		1,750,809		63,926,873
Fixed maturity securities - trading
Residential mortgage-backed securities	3	—		202,963		—		202,963
Commercial mortgage-backed securities	3	—		208,935		—		208,935
Other asset-backed securities	3	—		76,205		61,527		137,732
U.S. government-related securities	3	25,756		22,356		—		48,112
State, municipals, and political subdivisions	3	—		300,331		—		300,331
Other government-related securities	3	—		26,792		—		26,792
Corporate securities	3	—		1,592,418		7,036		1,599,454
Redeemable preferred stocks	3	12,195		—		—		12,195
Total fixed maturity securities - trading		37,951		2,430,000		68,563		2,536,514
Total fixed maturity securities		910,509		63,733,506		1,819,372		66,463,387
Equity securities	3	512,937		—		68,484		581,421
Other long-term investments⁽¹⁾	3 & 4	62,772		567,702		193,040		823,514
Short-term investments	3	963,836		80,606		—		1,044,442
Total investments		2,450,054		64,381,814		2,080,896		68,912,764
Cash	3	223,300		—		—		223,300
Assets related to separate accounts
Variable annuity	3	12,542,212		—		—		12,542,212
Variable universal life	3	1,066,999		—		—		1,066,999
Total assets measured at fair value on a recurring basis		$	16,282,565	$	64,381,814	$	2,080,896	$	82,745,275
Liabilities:
Annuity account balances⁽²⁾	3	$	—	$	—	$	71,820	$	71,820
Other liabilities⁽¹⁾	3 & 4	12,579		345,085		1,067,291		1,424,955
Total liabilities measured at fair value on a recurring basis		$	12,579	$	345,085	$	1,139,111	$	1,496,775

(1) Includes certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.
(3) Fair Value through Net Income
(4) Fair Value through Other Comprehensive Income (Loss)

Measurement
Category
Level 1 Level 2 Level 3 Total
(Dollars In Thousands)
Assets:

Fixed maturity securities - available-for-sale

Residential mortgage-backed securities 4 $ —
$ 3,899,531
$ —
$ 3,899,531
Commercial mortgage-backed securities 4 —
2,324,098
—
2,324,098
Other asset-backed securities 4 —
942,520
420,091
1,362,611
U.S. government-related securities 4 911,137
499,969
—
1,411,106
State, municipals, and political subdivisions 4 —
3,691,664
—
3,691,664
Other government-related securities 4 —
522,126
—
522,126
Corporate securities 4 —
37,137,650
648,608
37,786,258
Redeemable preferred stocks 4 66,650
17,173
—
83,823
Total fixed maturity securities - available-for-sale 977,787
49,034,731
1,068,699
51,081,217
Fixed maturity securities - trading

Residential mortgage-backed securities 3 —
213,259
—
213,259
Commercial mortgage-backed securities 3 —
209,482
—
209,482
Other asset-backed securities 3 —
83,057
66,484
149,541
U.S. government-related securities 3 26,880
32,747
—
59,627
State, municipals, and political subdivisions 3 —
292,796
—
292,796
Other government-related securities 3 —
23,640
—
23,640
Corporate securities 3 —
1,528,005
5,251
1,533,256
Redeemable preferred stocks 3 11,860
—
—
11,860
Total fixed maturity securities - trading 38,740
2,382,986
71,735
2,493,461
Total fixed maturity securities 1,016,527
51,417,717
1,140,434
53,574,678
Equity securities 3 517,967
—
63,409
581,376
Other long-term investments⁽¹⁾
3 & 4 68,379
359,864
133,694
561,937
Short-term investments 3 546,912
94,736
—
641,648
Total investments 2,149,785
51,872,317
1,337,537
55,359,639
Cash 3 217,554
—
—
217,554
Assets related to separate accounts 3

Variable annuity 3 12,737,450
—
—
12,737,450
Variable universal life 3 1,041,397
—
—
1,041,397
Total assets measured at fair value on a recurring basis $ 16,146,186
$ 51,872,317
$ 1,337,537
$ 69,356,040
Liabilities:

Annuity account balances⁽²⁾
3 $ —
$ —
$ 74,613
$ 74,613
Other liabilities⁽¹⁾
3 & 4 18,581
257,751
606,655
882,987
Total liabilities measured at fair value on a recurring basis $ 18,581
$ 257,751
$ 681,268
$ 957,600

(1) Includes certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.
(3) Fair Value through Net Income
(4) Fair Value through Other Comprehensive Income (Loss)

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2018:


	Measurement Category	Level 1		Level 2		Level 3		Total
		(Dollars In Thousands)
Assets:
Fixed maturity securities - available-for-sale
Residential mortgage-backed securities	4	$	—	$	3,602,991	$	—	$	3,602,991
Commercial mortgage-backed securities	4	—		2,266,387		—		2,266,387
Other asset-backed securities	4	—		970,251		421,642		1,391,893
U.S. government-related securities	4	985,485		629,020		—		1,614,505
State, municipals, and political subdivisions	4	—		3,588,841		—		3,588,841
Other government-related securities	4	—		514,036		—		514,036
Corporate securities	4	—		35,563,302		638,276		36,201,578
Redeemable preferred stocks	4	65,536		17,266		—		82,802
Total fixed maturity securities - available-for-sale		1,051,021		47,152,094		1,059,918		49,263,033
Fixed maturity securities - trading
Residential mortgage-backed securities	3	—		241,836		—		241,836
Commercial mortgage-backed securities	3	—		188,925		—		188,925
Other asset-backed securities	3	—		133,851		26,056		159,907
U.S. government-related securities	3	27,453		32,341		—		59,794
State, municipals, and political subdivisions	3	—		286,413		—		286,413
Other government-related securities	3	—		44,207		—		44,207
Corporate securities	3	—		1,417,591		6,242		1,423,833
Redeemable preferred stocks	3	11,277		—		—		11,277
Total fixed maturity securities - trading		38,730		2,345,164		32,298		2,416,192
Total fixed maturity securities		1,089,751		49,497,258		1,092,216		51,679,225
Equity securities	3	494,287		—		63,421		557,708
Other long-term investments⁽¹⁾	3 & 4	83,047		180,438		151,342		414,827
Short-term investments	3	589,084		77,217		—		666,301
Total investments		2,256,169		49,754,913		1,306,979		53,318,061
Cash	3	151,400		—		—		151,400
Assets related to separate accounts
Variable annuity	3	12,288,919		—		—		12,288,919
Variable universal life	3	937,732		—		—		937,732
Total assets measured at fair value on a recurring basis		$	15,634,220	$	49,754,913	$	1,306,979	$	66,696,112
Liabilities:
Annuity account balances⁽²⁾	3	$	—	$	—	$	76,119	$	76,119
Other liabilities⁽¹⁾	3 & 4	56,018		164,643		438,127		658,788
Total liabilities measured at fair value on a recurring basis		$	56,018	$	164,643	$	514,246	$	734,907

(1) Includes certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.
(3) Fair Value through Net Income
(4) Fair Value through Other Comprehensive Income (Loss)

Measurement
Category
Level 1 Level 2 Level 3 Total
(Dollars In Thousands)
Assets:

Fixed maturity securities - available-for-sale

Residential mortgage-backed securities 4 $ —
$ 3,602,991
$ —
$ 3,602,991
Commercial mortgage-backed securities 4 —
2,266,387
—
2,266,387
Other asset-backed securities 4 —
970,251
421,642
1,391,893
U.S. government-related securities 4 985,485
629,020
—
1,614,505
State, municipals, and political subdivisions 4 —
3,588,841
—
3,588,841
Other government-related securities 4 —
514,036
—
514,036
Corporate securities 4 —
35,563,302
638,276
36,201,578
Redeemable preferred stocks 4 65,536
17,266
—
82,802
Total fixed maturity securities - available-for-sale 1,051,021
47,152,094
1,059,918
49,263,033
Fixed maturity securities - trading

Residential mortgage-backed securities 3 —
241,836
—
241,836
Commercial mortgage-backed securities 3 —
188,925
—
188,925
Other asset-backed securities 3 —
133,851
26,056
159,907
U.S. government-related securities 3 27,453
32,341
—
59,794
State, municipals, and political subdivisions 3 —
286,413
—
286,413
Other government-related securities 3 —
44,207
—
44,207
Corporate securities 3 —
1,417,591
6,242
1,423,833
Redeemable preferred stocks 3 11,277
—
—
11,277
Total fixed maturity securities - trading 38,730
2,345,164
32,298
2,416,192
Total fixed maturity securities 1,089,751
49,497,258
1,092,216
51,679,225
Equity securities 3 494,287
—
63,421
557,708
Other long-term investments⁽¹⁾
3 & 4 83,047
180,438
151,342
414,827
Short-term investments 3 589,084
77,217
—
666,301
Total investments 2,256,169
49,754,913
1,306,979
53,318,061
Cash 3 151,400
—
—
151,400
Assets related to separate accounts 3

Variable annuity 3 12,288,919
—
—
12,288,919
Variable universal life 3 937,732
—
—
937,732
Total assets measured at fair value on a recurring basis $ 15,634,220
$ 49,754,913
$ 1,306,979
$ 66,696,112
Liabilities:

Annuity account balances⁽²⁾
3 $ —
$ —
$ 76,119
$ 76,119
Other liabilities⁽¹⁾
3 & 4 56,018
164,643
438,127
658,788
Total liabilities measured at fair value on a recurring basis $ 56,018
$ 164,643
$ 514,246
$ 734,907

(1) Includes certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.
(3) Fair Value through Net Income
(4) Fair Value through Other Comprehensive Income (Loss)

Determination of fair values

The valuation methodologies used to determine the fair values of assets and liabilities reflect market participant assumptions and are based on the application of the fair value hierarchy that prioritizes observable market inputs over unobservable inputs. The Company determines the fair values of certain financial assets and financial liabilities based on quoted market prices,

where available. The Company also determines certain fair values based on future cash flows discounted at the appropriate current market rate. Fair values reflect adjustments for counterparty credit quality, the Company’s credit standing, liquidity, and where appropriate, risk margins on unobservable parameters. The following is a discussion of the methodologies used to determine fair values for the financial instruments as listed in the above table.

The fair value of fixed maturity, short-term, and equity securities is determined by management after considering ~~one~~1 of ~~three~~3 primary sources of information: third party pricing services, non-binding independent broker quotations, or pricing matrices. Security pricing is applied using a “waterfall” approach whereby publicly available prices are first sought from third party pricing services, the remaining unpriced securities are submitted to independent brokers for non-binding prices, or lastly, securities are priced using a pricing matrix. Typical inputs used by these ~~three~~3 pricing methods include, but are not limited to: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. Third party pricing services price ~~93.5%~~91.5% of the Company’s available-for-sale and trading fixed maturity securities. Based on the typical trading volumes and the lack of quoted market prices for available-for-sale and trading fixed maturities, third party pricing services derive the majority of security prices from observable market inputs such as recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information outlined above. If there are no recent reported trades, the third party pricing services and brokers may use matrix or model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Certain securities are priced via independent non-binding broker quotations, which are considered to have no significant unobservable inputs. When using non-binding independent broker quotations, when available the Company obtains ~~one~~2 quotes per security. Where multiple broker quotes are obtained, the Company reviews the quotes and selects the quote ~~per security, typically from~~that provides the ~~broker from which we purchased~~best estimate of the ~~security.~~price a market participant would pay for these specific assets in an arm’s length transaction. A pricing matrix is used to price securities for which the Company is unable to obtain or effectively rely on either a price from a third party pricing service or an independent broker quotation.

The pricing matrix used by the Company begins with current spread levels to determine the market price for the security. The credit spreads, assigned by brokers, incorporate the issuer’s credit rating, liquidity discounts, ~~weighted- average~~weighted-average of contracted cash flows, risk premium, if warranted, due to the issuer’s industry, and the security’s time to maturity. The Company uses credit ratings provided by nationally recognized rating agencies.

For securities that are priced via non-binding independent broker quotations, the Company assesses whether prices received from independent brokers represent a reasonable estimate of fair ~~value through an analysis using internal and external cash flow models developed based on spreads and, when available, market indices.~~value. The ~~Company uses a market-based cash flow analysis to validate the reasonableness of prices received from independent brokers. These analytics, which are updated daily, incorporate~~Company’s assessment incorporates various metrics (yield curves, credit spreads, prepayment rates, etc.) along with other information available to the Company from both internal and external sources to determine the valuation of such holdings. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the analytics, the price received from the independent broker is adjusted accordingly. The Company did not adjust any quotes or prices received from brokers during the ~~three~~nine months ended ~~March 31,~~September 30, 2019.

The Company has analyzed the third party pricing services’ valuation methodologies and related inputs and has also evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs that is in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. Based on this evaluation and investment class analysis, each price was classified into Level 1, 2, or 3. Most prices provided by third party pricing services are classified into Level 2 because the significant inputs used in pricing the securities are market observable and the observable inputs are corroborated by the Company. Since the matrix pricing of certain debt securities includes significant non-observable inputs, they are classified as Level 3.

Asset-Backed Securities

This category mainly consists of residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”). As of ~~March 31,~~September 30, 2019, the Company held ~~$7.7~~$10.0 billion of ABS classified as Level 2. These securities are priced from information provided by a third party pricing service and independent broker quotes. The third party pricing services and brokers mainly value securities using both a market and income approach to valuation. As part of this valuation process they consider the following characteristics of the item being measured to be relevant inputs: 1) weighted-average coupon rate, 2) weighted-average years to maturity, 3) types of underlying assets, 4) weighted-average coupon rate of the underlying assets, 5) weighted-average years to maturity of the underlying assets, 6) seniority level of the tranches owned, and 7) credit ratings of the securities.

After reviewing these characteristics of the ABS, the third party pricing service and brokers use certain inputs to determine the value of the security. For ABS classified as Level 2, the valuation would consist of predominantly market observable inputs such as, but not limited to: 1) monthly principal and interest payments on the underlying assets, 2) average life of the security, 3) prepayment speeds, 4) credit spreads, 5) treasury and swap yield curves, and 6) discount margin. The Company reviews the methodologies and valuation techniques (including the ability to observe inputs) in assessing the information received from external pricing services and in consideration of the fair value presentation.

As of ~~March 31,~~September 30, 2019, the Company held ~~$486.6~~$487.2 million of Level 3 ABS, which included ~~$420.1~~$425.7 million of other asset-backed securities classified as available-for-sale and ~~$66.5~~$61.5 million of other asset-backed securities classified as trading. These securities are predominantly ARS whose underlying collateral is at least 97% guaranteed by the FFELP. As a result of the ARS market collapse during 2008, the Company prices its ARS using an income approach valuation model. As part of the valuation process the Company reviews the following characteristics of the ARS in determining the relevant inputs: 1) weighted-average coupon rate, 2) weighted-average years to maturity, 3) types of underlying assets, 4) weighted-average coupon rate of the underlying assets, 5) weighted-average years to maturity of the underlying assets, 6) seniority level of the tranches owned, 7) credit ratings of the securities, 8) liquidity premium, and 9) paydown rate. In periods where market activity increases and there are transactions at a price that is not the result of a distressed or forced sale we consider those prices as part of our valuation. If the market activity

during a period is solely the result of the issuer redeeming positions we consider those transactions in our valuation, but still consider them to be Level 3 measurements due to the nature of the transaction.

Corporate Securities, Redeemable Preferred Stocks, U.S. Government-Related Securities, States, Municipals, and Political Subdivisions, and Other Government-Related Securities

As of ~~March 31,~~September 30, 2019, the Company classified approximately ~~$43.7~~$53.7 billion of corporate securities, redeemable preferred stocks, U.S. government-related securities, states, municipals, and political subdivisions, and other government-related securities as Level 2. The fair value of the Level 2 securities is predominantly priced by broker quotes and a third party pricing service. The Company has reviewed the valuation techniques of the brokers and third party pricing service and has determined that such techniques used Level 2 market observable inputs. The following characteristics of the securities are considered to be the primary relevant inputs to the valuation: 1) weighted- average coupon rate, 2) weighted-average years to maturity, 3) seniority, and 4) credit ratings. The Company reviews the methodologies and valuation techniques (including the ability to observe inputs) in assessing the information received from external pricing services and in consideration of the fair value presentation.

The brokers and third party pricing service utilize valuation models that consist of a hybrid income and market approach to valuation. The pricing models utilize the following inputs: 1) principal and interest payments, 2) treasury yield curve, 3) credit spreads from new issue and secondary trading markets, 4) dealer quotes with adjustments for issues with early redemption features, 5) liquidity premiums present on private placements, and 6) discount margins from dealers in the new issue market.

As of ~~March 31,~~September 30, 2019, the Company classified approximately ~~$653.9 million~~$1.3 billion of securities as Level 3 valuations. Level 3 securities primarily represent investments in illiquid bonds for which no price is readily available. To determine a price, the Company uses a discounted cash flow model with both observable and unobservable inputs. These inputs are entered into an industry standard pricing model to determine the final price of the security. These inputs include: 1) principal and interest payments, 2) coupon rate, 3) sector and issuer level spread over treasury, 4) underlying collateral, 5) credit ratings, 6) maturity, 7) embedded options, 8) recent new issuance, 9) comparative bond analysis, and 10) an illiquidity premium.

Equities

As of ~~March 31,~~September 30, 2019, the Company held approximately ~~$63.4~~$68.5 million of equity securities classified as Level 3. Of this total, ~~$63.4~~$68.5 million represents Federal Home Loan Bank (“FHLB”) stock. The Company believes that the cost of the FHLB stock approximates fair value.

Other Long-Term Investments and Other Liabilities

Other long-term investments and other liabilities consist entirely of free-standing and embedded derivative financial instruments. Refer to Note 7, Derivative Financial Instruments for additional information related to derivatives. Derivative financial instruments are valued using exchange prices, independent broker quotations, or pricing valuation models, which utilize market data inputs. Excluding embedded derivatives, as of ~~March 31,~~September 30, 2019, ~~84.1%~~85% of derivatives based upon notional values were priced using exchange prices or independent broker quotations. The remaining derivatives were priced by pricing valuation models, which utilize observable market data inputs to the extent they are available. Inputs used to value derivatives include, but are not limited to, interest swap rates, credit spreads, interest rate and equity market volatility indices, equity index levels, and treasury rates. The Company performs monthly analysis on derivative valuations that includes both quantitative and qualitative analyses.

Derivative instruments classified as Level 1 generally include futures and options, which are traded on active exchange markets.

Derivative instruments classified as Level 2 primarily include swaps, options, and swaptions, which are traded over-the-counter. Level 2 also includes certain centrally cleared derivatives. These derivative valuations are determined using independent broker quotations, which are corroborated with observable market inputs.

Derivative instruments classified as Level 3 are embedded derivatives and include at least one significant non-observable input. A derivative instrument containing Level 1 and Level 2 inputs will be classified as a Level 3 financial instrument in its entirety if it has at least one significant Level 3 input.

The Company utilizes derivative instruments to manage the risk associated with certain assets and liabilities. However, the derivative instruments may not be classified within the same fair value hierarchy level as the associated assets and liabilities. Therefore, the changes in fair value on derivatives reported in Level 3 may not reflect the offsetting impact of the changes in fair value of the associated assets and liabilities.

The embedded derivatives are carried at fair value in other long-term investments and other liabilities on the Company’s consolidated condensed balance sheet. The changes in fair value are recorded in earnings as Realized investment gains (losses). Refer to Note 7, Derivative Financial Instruments for more information related to each embedded derivatives gains and losses.

The fair value of the guaranteed living withdrawal benefits (“GLWB”) embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using multiple risk neutral stochastic equity scenarios and policyholder behavior assumptions. The risk neutral scenarios are generated using the current swap curve and projected equity volatilities and correlations. The projected equity volatilities are based on a blend of historical volatility and near-term equity market implied volatilities. The equity correlations are based on historical price observations. For policyholder behavior assumptions, expected lapse and utilization assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the Ruark 2015 ALB table, with attained age factors varying from ~~87.0%~~87% - 100% based on company experience. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR

plus a credit spread (to represent the Company’s non-performance risk). For expected lapse and utilization, assumptions are used and updated for actual experience, as necessary, using an internal predictive model developed by the Company. As a result of using significant unobservable inputs, the GLWB embedded derivative is categorized as Level 3. Policyholder assumptions are reviewed on an annual basis.

The balance of the fixed indexed annuity (“FIA”) embedded derivative is impacted by policyholder cash flows associated with the FIA product that are allocated to the embedded derivative in addition to changes in the fair value of the embedded derivative during the reporting period. The fair value of the FIA embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using current index values and volatility, the hedge budget used to price the product, and policyholder assumptions (both elective and non-elective). For policyholder behavior, ~~assumptions, expected lapse and withdrawal~~ assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the 2015 Ruark ALB mortality table with attained age factors varying from 87% - 100% based on company experience. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR up to one year and constant maturity treasury rates plus a credit spread (to represent the Company’s non-performance risk) thereafter. Policyholder assumptions are reviewed on an annual basis. As a result of using significant unobservable inputs, the FIA embedded derivative is categorized as Level 3.

The balance of the indexed universal life (“IUL”) embedded derivative is impacted by policyholder cash flows associated with the IUL product that are allocated to the embedded derivative in addition to changes in the fair value of the embedded derivative during the reporting period. The fair value of the IUL embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using current index values and volatility, the hedge budget used to price the product, and policyholder assumptions (both elective and non-elective). For policyholder behavior assumptions, expected lapse and withdrawal assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the SOA 2015 VBT Primary Tables, with attained age factors varying from 37% - 577% based on company experience. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR up to one year and constant maturity treasury rates plus a credit spread (to represent the Company’s non-performance risk) thereafter. Policyholder assumptions are reviewed on an annual basis. As a result of using significant unobservable inputs, the IUL embedded derivative is categorized as Level 3.

The Company has assumed and ceded certain blocks of policies under modified coinsurance agreements in which the investment results of the underlying portfolios inure directly to the reinsurers. As a result, these agreements contain embedded derivatives that are reported at fair value. Changes in their fair value are reported in earnings. The investments supporting these agreements where the Company has ceded certain blocks of policies are designated as “trading securities”; therefore changes in their fair value are also reported in earnings. As of ~~March 31,~~September 30, 2019, the fair value of the embedded derivative is based upon the relationship between the statutory policy liabilities (net of policy loans) of ~~$2.3~~$3.5 billion and the statutory unrealized gain (loss) of the securities of ~~$113.0~~$285.9 million. As a result, changes in the fair value of the embedded derivatives where the Company has ceded certain blocks of policies are largely offset by the changes in fair value of the related investments and each are reported in earnings. The fair value of the embedded derivative is considered a Level 3 valuation due to the unobservable nature of the policy liabilities.

The Company and certain of its subsidiaries have entered into interest support, yearly renewable term (“YRT”) premium support, and portfolio maintenance agreements with PLC. These agreements meet the definition of a derivative and are accounted for at fair value and are considered Level 3 valuations. The fair value of these derivatives as of ~~March 31,~~September 30, 2019 was ~~$88.4~~$103.2 million and is included in other long-term investments. For information regarding realized gains on these derivatives please refer to Note 7, Derivative Financial Instruments.

The Interest Support Agreement provides that PLC will make payments to Golden Gate II Captive Insurance Company (“Golden Gate II”), a wholly owned subsidiary of the Company, if actual investment income on certain of Golden Gate II’s asset portfolios falls below a calculated investment income amount as defined in the Interest Support Agreement. The calculated investment income amount is a level of investment income deemed to be sufficient to support certain of Golden Gate II’s obligations under a reinsurance agreement with the Company, dated July 1, 2007. The derivative is valued using an internal valuation model that assumes a conservative projection of investment income under an adverse interest rate scenario and the probability that the expectation falls below the calculated investment income amount. This derivative had a fair value of ~~$35.0~~$49.5 million as of ~~March 31,~~September 30, 2019. ~~During the three months ended March 31, 2019,~~ Golden Gate II ~~received no~~recognized $1.0 million in gains related to payments made under this ~~agreement.~~agreement for the nine months ended September 30, 2019. As of ~~March 31,~~September 30, 2019, certain interest support agreement obligations to Golden Gate II of approximately $4.9 million have been collateralized by PLC. Re-evaluation and, if necessary, adjustments of any support agreement collateralization amounts occur annually during the first quarter pursuant to the terms of the support agreement.

The YRT premium support agreements provide that PLC will make payments to Golden Gate Captive Insurance Company (“Golden Gate”), a wholly owned subsidiary of the Company, and Golden Gate II in the event that YRT premium rates increase. The derivatives are valued using an internal valuation model. The valuation model is a probability weighted discounted cash flow model. The value is primarily a function of the likelihood and severity of future YRT premium increases. The fair value of these derivatives as of ~~March 31,~~September 30, 2019 was ~~$51.0~~$50.9 million. ~~As of March 31, 2019, no~~Golden Gate II recognized $0.7 million in gains related to payments ~~have been~~ made under ~~these agreements.~~this agreement for the nine months ended September 30, 2019.

The portfolio maintenance agreements provide that PLC will make payments to Golden Gate, Golden Gate V, and West Coast Life Insurance Company (“WCL”), a wholly owned subsidiary of the Company, in the event of other-than-temporary impairments on investments that exceed defined thresholds. The derivatives are valued using an internal discounted cash flow model. The significant unobservable inputs are the projected probability and severity of credit losses used to project future cash flows on the investment portfolios. The fair value of the portfolio maintenance agreements as of ~~March 31,~~September 30, 2019, was ~~$2.4~~$2.8 million. As of ~~March 31,~~September 30, 2019, no0 payments have been made under these agreements.

The Funds Withheld derivative results from a reinsurance agreement with Shades Creek Captive Insurance Company (“Shades Creek”), a direct wholly owned subsidiary of PLC, where the economic performance of certain hedging instruments held by the Company is ceded to Shades Creek. The value of the Funds Withheld derivative is directly tied to the value of the hedging instruments held in the funds withheld account. The hedging instruments predominantly consist of derivative instruments

the fair values of which are classified as a Level 2 measurement; as such, the fair value of the Funds Withheld derivative has been classified as a Level 2 measurement. The fair value of the Funds Withheld derivative as of ~~March 31,~~September 30, 2019, was a liability of ~~$101.3~~$93.7 million.

Annuity Account Balances

The Company records a certain legacy block of FIA reserves at fair value. Based on the characteristics of these reserves, the Company believes that the fund value approximates fair value. The fair value measurement of these reserves is considered a Level 3 valuation due to the unobservable nature of the fund values. The Level 3 fair value as of ~~March 31,~~September 30, 2019 is ~~$74.6~~$71.8 million.

Separate Accounts

Separate account assets are invested in open-ended mutual funds and are included in Level 1.

Valuation of Level 3 Financial Instruments

The following table presents the valuation method for material financial instruments included in Level 3, as well as the unobservable inputs used in the valuation of those financial instruments:

Fair Value
As of
March 31, 2019
Valuation
Technique

Unobservable
Input

Range
(Weighted Average)
(Dollars In Thousands)
Assets:
Other asset-backed securities $ 419,915
Liquidation Liquidation value $95.39 - $99.99 ($98.00)
Discounted cash flow Liquidity premium 0.04% - 1.27% (0.54%)
Paydown rate 10.90% - 13.09% (11.97%)
Corporate securities 648,608
Discounted cash flow Spread over treasury 0.92% - 3.87% (1.65%)
Embedded derivatives - GLWB⁽²⁾
$ 76,694
Actuarial cash flow model Mortality 87% to 100% of
Ruark 2015 ALB Table

Lapse Ruark Predictive Model

Utilization 99%. 10% of policies have a one-time over-utilization of 400%

Nonperformance risk 0.23% - 1.01%
Liabilities:⁽¹⁾

Embedded derivative - FIA 264,430
Actuarial cash flow model Expenses $145 per policy

Withdrawal rate 1.5% prior to age 70, 100% of the RMD for ages 70+

Mortality 87% to 100% of Ruark 2015 ALB table

Lapse 1.0% - 30.0%, depending on duration/surrender charge period

Nonperformance risk 0.23% - 1.01%
Embedded derivative - IUL 112,814
Actuarial cash flow model Mortality 37% - 577% of 2015
VBT Primary Tables

Lapse 0.5% - 10.0%, depending on
duration/distribution channel
and smoking class

Nonperformance risk 0.23% - 1.01%

(1) Excludes modified coinsurance arrangements.
(2) The fair value for the GLWB embedded derivative is presented as a net asset.

Fair Value As of September 30, 2019

Valuation
Technique

Unobservable
Input

Range
(Weighted Average)

(Dollars In Thousands)

Assets:

Other asset-backed securities

415,950

Liquidation

Liquidation value

$95.39 - $97.00 ($96.48)

Discounted cash flow

Liquidity premium

0.01% - 1.32% (0.44%)

Paydown rate

9.96% - 12.61% (11.62%)

Corporate securities

1,325,112

Discounted cash flow

Spread over treasury

0.89% - 3.93% (1.73%)

Liabilities:⁽¹⁾

Embedded derivatives - GLWB⁽²⁾

217,757

Actuarial cash flow model

Mortality

87% to 100% of
Ruark 2015 ALB Table

Lapse

Internal Predictive Model

Utilization

Internal Predictive Model

Nonperformance risk

0.12% - 0.97%

Embedded derivative - FIA

308,861

Actuarial cash flow model

Expenses

$195 per policy

Withdrawal rate

0.4% - 1.2% prior to age 70, 100% of the RMD for ages 70+

Mortality

87% to 100% of Ruark 2015 ALB table

Lapse

0.5% - 50.0%, depending on duration/surrender charge period

Dynamically adjusted for WB moneyness and projected market rates vs credited rates

Nonperformance risk

0.12% - 0.97%

Embedded derivative - IUL

141,793

Actuarial cash flow model

Mortality

37% - 156% of 2015

VBT Primary Tables

Lapse

0.5% - 10.0%, depending on

duration/distribution channel

and smoking class

Nonperformance risk

0.12% - 0.97%

(1) Excludes modified coinsurance arrangements.

(2) The fair value for the GLWB embedded derivative is presented as a net liability.

The chart above excludes Level 3 financial instruments that are valued using broker quotes and for which book value approximates fair value.

The Company has considered all reasonably available quantitative inputs as of ~~March 31,~~September 30, 2019, but the valuation techniques and inputs used by some brokers in pricing certain financial instruments are not shared with the Company. This resulted in ~~$71.9~~$78.3 million of financial instruments being classified as Level 3 as of ~~March 31,~~September 30, 2019. Of the ~~$71.9~~$78.3 million, ~~$66.7~~$71.3 million are other asset-backed securities and ~~$5.2~~$7.0 million are corporate securities.

In certain cases the Company has determined that book value materially approximates fair value. As of ~~March 31,~~September 30, 2019, the Company held ~~$63.4~~$68.5 million of financial instruments where book value approximates fair value which were predominantly FHLB stock.

The following table presents the valuation method for material financial instruments included in Level 3, as well as the unobservable inputs used in the valuation of those financial instruments:

Fair Value
As of
December 31, 2018
Valuation
Technique

Unobservable
Input

Range
(Weighted Average)
(Dollars In Thousands)
Assets:
Other asset-backed securities $ 421,458
Liquidation Liquidation value $85.75 - $99.99 ($95.36)
Discounted cash flow Liquidity premium 0.02% - 1.25% (0.64%)
Paydown Rate 10.96% - 13.11% (12.03%)
Corporate securities 631,068
Discounted cash flow Spread over treasury 0.84% - 3.00% (1.84%)
Liabilities:⁽¹⁾

Embedded derivatives - GLWB⁽²⁾
$ 43,307
Actuarial cash flow model Mortality 87% to 100% of
Ruark 2015 ALB Table
Lapse Ruark Predictive Model
Utilization 99%. 10% of policies have a one-time over-utilization of 400%
Nonperformance risk 0.21% - 1.16%
Embedded derivative - FIA 217,288
Actuarial cash flow model Expenses $145 per policy

Withdrawal rate 1.5% prior to age 70, 100% of the RMD for ages 70+

Mortality 87% to 100% or Ruark 2015 ALB table

Lapse 1.0% - 30.0%, depending on duration/surrender charge period

Nonperformance risk 0.21% - 1.16%
Embedded derivative - IUL 90,231
Actuarial cash flow model Mortality 37% - 577% of 2015
VBT Primary Tables
Lapse 0.5% - 10.0%, depending on duration/distribution channel and smoking class
Nonperformance risk 0.21% - 1.16%

(1) Excludes modified coinsurance arrangements.
(2) The fair value for the GLWB embedded derivative is presented as a net liability.

Fair Value As of December 31, 2018

Valuation
Technique

Unobservable
Input

Range
(Weighted Average)

(Dollars In Thousands)

Assets:

Other asset-backed securities

421,458

Liquidation

Liquidation value

$85.75 - $99.99 ($95.36)

Discounted cash flow

Liquidity premium

0.02% - 1.25% (0.64%)

Paydown Rate

10.96% - 13.11% (12.03%)

Corporate securities

631,068

Discounted cash flow

Spread over treasury

0.84% - 3.00% (1.84%)

Liabilities:⁽¹⁾

Embedded derivatives - GLWB⁽²⁾

43,307

Actuarial cash flow model

Mortality

87% to 100% of
Ruark 2015 ALB Table

Lapse

Ruark Predictive Model

Utilization

99%. 10% of policies have a one-time over-utilization of 400%

Nonperformance risk

0.21% - 1.16%

Embedded derivative - FIA

217,288

Actuarial cash flow model

Expenses

$145 per policy

Withdrawal rate

1.5% prior to age 70, 100% of the RMD for ages 70+

Mortality

87% to 100% or Ruark 2015 ALB table

Lapse

1.0% - 30.0%, depending on duration/surrender charge period

Nonperformance risk

0.21% - 1.16%

Embedded derivative - IUL

90,231

Actuarial cash flow model

Mortality

37% - 577% of 2015
VBT Primary Tables

Lapse

0.5% - 10.0%, depending on duration/distribution channel and smoking class

Nonperformance risk

0.21% - 1.16%

(1) Excludes modified coinsurance arrangements.

(2) The fair value for the GLWB embedded derivative is presented as a net liability.

The chart above excludes Level 3 financial instruments that are valued using broker quotes and for which book value approximates fair value.

The Company had considered all reasonably available quantitative inputs as of December 31, 2018, but the valuation techniques and inputs used by some brokers in pricing certain financial instruments are not shared with the Company. This resulted in $39.7 million of financial instruments being classified as Level 3 as of December 31, 2018. Of the $39.7 million, $26.2 million are other asset backed securities, and $13.5 million are corporate securities.

In certain cases the Company has determined that book value materially approximates fair value. As of December 31, 2018, the Company held $63.4 million of financial instruments where book value approximates fair value which are predominantly FHLB stock.

The asset-backed securities classified as Level 3 are predominantly ARS. A change in the paydown rate (the projected annual rate of principal reduction) of the ARS can significantly impact the fair value of these securities. A decrease in the paydown rate would increase the projected weighted average life of the ARS and increase the sensitivity of the ~~ARS’~~ARS’s fair value to changes in interest rates. An increase in the liquidity premium would result in a decrease in the fair value of the securities, while a decrease in the liquidity premium would increase the fair value of these securities. The liquidation values for these securities are sensitive to the issuer’s available cash flows and ability to redeem the securities, as well as the current holders’ willingness to liquidate at the specified price.

The fair value of corporate bonds classified as Level 3 is sensitive to changes in the interest rate spread over the corresponding U.S. Treasury rate. This spread represents a risk premium that is impacted by company-specific and market factors. An increase in the spread can be caused by a perceived increase in credit risk of a specific issuer and/or an increase in the overall market risk premium associated with similar securities. The fair values of corporate bonds are sensitive to changes in spread. When

holding the treasury rate constant, the fair value of corporate bonds increases when spreads decrease and decreases when spreads increase.

The fair value of the GLWB embedded derivative is sensitive to changes in the discount rate which includes the Company’s nonperformance risk, volatility, lapse, and mortality assumptions. The volatility assumption is an observable input as it is based on market inputs. The Company’s nonperformance risk, lapse, and mortality are unobservable. An increase in the three unobservable assumptions would result in a decrease in the fair value of the liability and conversely, if there is a decrease in the assumptions the fair value would increase. The fair value is also dependent on the assumed policyholder utilization of the GLWB where an increase in assumed utilization would result in an increase in the fair value of the liability and conversely, if there is a decrease in the assumption, the fair value would decrease.

The fair value of the FIA embedded derivative is predominantly impacted by observable inputs such as discount rates and equity returns. However, the fair value of the FIA embedded derivative is sensitive to non-performance risk, which is unobservable. The value of the liability increases with decreases in the discount rate and non-performance risk and decreases with increases in the discount rate and nonperformance risk. The value of the liability increases with increases in equity returns and the liability decreases with a decrease in equity returns.

The fair value of the IUL embedded derivative is predominantly impacted by observable inputs such as discount rates and equity returns. However, the fair value of the IUL embedded derivative is sensitive to non-performance risk, which is unobservable. The value of the liability increases with decreases in the discount rate and non-performance risk and decreases with increases in the discount rate and non-performance risk. The value of the liability increases with increases in equity returns and the liability decreases with a decrease in equity returns.

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the three months ended ~~March 31,~~September 30, 2019, for which the Company has used significant unobservable inputs (Level 3):


			Total Realized and Unrealized Gains						Total Realized and Unrealized Losses																		Total Gains (losses) included in Earnings related to Instruments still held at the Reporting Date
	Beginning Balance		Included in Earnings		Included in Other Comprehensive Income		Included in Earnings		Included in Other Comprehensive Income		Purchases		Sales		Issuances		Settlements		Transfers in/out of Level 3		Other		Ending Balance
	(Dollars In Thousands)
Assets:
Fixed maturity securities available-for-sale
Residential mortgage-backed securities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial mortgage-backed securities	9,366		—		294		—		—		—		(19)		—		—		—		(6)		9,635		—
Other asset-backed securities	418,310		—		865		(14)		(3,276)		—		(8)		—		—		—		185		416,062		—



Corporate securities	1,328,491		—		22,910		—		(3,408)		9,150		(72,215)		—		—		41,319		(1,135)		1,325,112		—
Total fixed maturity securities - available-for-sale	1,756,167		—		24,069		(14)		(6,684)		9,150		(72,242)		—		—		41,319		(956)		1,750,809		—
Fixed maturity securities - trading


Other asset-backed securities	62,180		294		—		(34)		—		—		(879)		—		—		—		(34)		61,527		274



Corporate securities	5,294		67		—		—		—		1,700		—		—		—		—		(25)		7,036		6,906
Total fixed maturity securities - trading	67,474		361		—		(34)		—		1,700		(879)		—		—		—		(59)		68,563		7,180
Total fixed maturity securities	1,823,641		361		24,069		(48)		(6,684)		10,850		(73,121)		—		—		41,319		(1,015)		1,819,372		7,180
Equity securities	68,486		—		—		(2)		—		—		—		—		—		—		—		68,484		191
Other long-term investments⁽¹⁾	143,583		49,457		—		—		—		—		—		—		—		—		—		193,040		49,457

Total investments	2,035,710		49,818		24,069		(50)		(6,684)		10,850		(73,121)		—		—		41,319		(1,015)		2,080,896		56,828
Total assets measured at fair value on a recurring basis	$	2,035,710	$	49,818	$	24,069	$	(50)	$	(6,684)	$	10,850	$	(73,121)	$	—	$	—	$	41,319	$	(1,015)	$	2,080,896	$	56,828
Liabilities:
Annuity account balances⁽²⁾	$	72,585	$	—	$	—	$	(523)	$	—	$	—	$	—	$	91	$	1,379	$	—	$	—	$	71,820	$	—
Other liabilities⁽¹⁾	842,035		—		—		(191,572)		—		33,684		—		—		—		—		—		1,067,291		(191,572)
Total liabilities measured at fair value on a recurring basis	$	914,620	$	—	$	—	$	(192,095)	$	—	$	33,684	$	—	$	91	$	1,379	$	—	$	—	$	1,139,111	$	(191,572)

(1) Represents certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.

Total
Realized and Unrealized
Gains

Total
Realized and Unrealized
Losses
Total Gains (losses) included in Earnings related to Instruments still held at
the
Reporting
Date

Beginning
Balance

Included
in
Earnings

Included
in
Other
Comprehensive
Income

Included
in
Earnings

Included
in
Other
Comprehensive
Income
Purchases Sales Issuances Settlements
Transfers
in/out of
Level 3
Other
Ending
Balance

(Dollars In Thousands)
Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities $ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
Commercial mortgage-backed securities —
—
—
—
—
—
—
—
—
—
—
—
—
Other asset-backed securities 421,642
446
8,147
(20 ) (331 ) —
(10,008 ) —
—
—
215
420,091
—
Corporate securities 638,276
—
18,585
—
(3,012 ) 34,000
(28,773 ) —
—
(10,095 ) (373 ) 648,608
—
Total fixed maturity securities - available-for-sale 1,059,918
446
26,732
(20 ) (3,343 ) 34,000
(38,781 ) —
—
(10,095 ) (158 ) 1,068,699
—
Fixed maturity securities - trading

Other asset-backed securities 26,056
3,196
—
(116 ) —
15,463
(5,111 ) —
—
27,064
(68 ) 66,484
5,330
Corporate securities 6,242
101
—
(31 ) —
—
(1,036 ) —
—
—
(25 ) 5,251
34
Total fixed maturity securities - trading 32,298
3,297
—
(147 ) —
15,463
(6,147 ) —
—
27,064
(93 ) 71,735
5,364
Total fixed maturity securities 1,092,216
3,743
26,732
(167 ) (3,343 ) 49,463
(44,928 ) —
—
16,969
(251 ) 1,140,434
5,364
Equity securities 63,421
1
—
(13 ) —
—
—
—
—
—
—
63,409
69
Other long-term investments⁽¹⁾
151,342
1,027
—
(18,675 ) —
—
—
—
—
—
—
133,694
(17,648 )
Total investments 1,306,979
4,771
26,732
(18,855 ) (3,343 ) 49,463
(44,928 ) —
—
16,969
(251 ) 1,337,537
(12,215 )
Total assets measured at fair value on a recurring basis $ 1,306,979
$ 4,771
$ 26,732
$ (18,855 ) $ (3,343 ) $ 49,463
$ (44,928 ) $ —
$ —
$ 16,969
$ (251 ) $ 1,337,537
$ (12,215 )
Liabilities:

Annuity account balances⁽²⁾
$ 76,119
$ —
$ —
$ (326 ) $ —
$ —
$ —
$ 11
$ 1,843
—
$ —
$ 74,613
$ —
Other liabilities⁽¹⁾
438,127
466

(168,994 )

—
—
606,655
(168,528 )
Total liabilities measured at fair value on a recurring basis $ 514,246
$ 466
$ —
$ (169,320 ) $ —
$ —
$ —
$ 11
$ 1,843
$ —
$ —
$ 681,268
$ (168,528 )

(1) Represents certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.

For the three months ended ~~March 31,~~September 30, 2019, there were ~~$36.0~~$52.1 million of securities transferred into Level 3.

For the three months ended ~~March 31,~~September 30, 2019, there were $~~19.0~~10.8 million of securities transferred into Level 2 from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of ~~March 31, 2019.~~September 30, 2019.

For the three months ended ~~March 31,~~September 30, 2019, there were no 0 transfers from Level 2 into Level 1.

For the three months ended ~~March 31,~~September 30, 2019, there were no0 transfers from Level 1 into Level 2.

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the nine months ended September 30, 2019, for which the Company has used significant unobservable inputs (Level 3):


			Total Realized and Unrealized Gains						Total Realized and Unrealized Losses																		Total Gains (losses) included in Earnings related to Instruments still held at the Reporting Date
	Beginning Balance		Included in Earnings		Included in Other Comprehensive Income		Included in Earnings		Included in Other Comprehensive Income		Purchases		Sales		Issuances		Settlements		Transfers in/out of Level 3		Other		Ending Balance
	(Dollars In Thousands)
Assets:
Fixed maturity securities available-for-sale
Residential mortgage-backed securities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial mortgage-backed securities	—		—		310		—		—		9,359		(26)		—		—		—		(8)		9,635		—
Other asset-backed securities	421,642		446		11,525		(71)		(8,075)		—		(10,023)		—		—		—		618		416,062		—



Corporate securities	638,276		82		66,866		—		(6,917)		704,777		(157,171)		—		—		80,574		(1,375)		1,325,112		—
Total fixed maturity securities - available-for-sale	1,059,918		528		78,701		(71)		(14,992)		714,136		(167,220)		—		—		80,574		(765)		1,750,809		—
Fixed maturity securities - trading


Other asset-backed securities	26,056		4,300		—		(3,618)		—		15,463		(6,771)		—		—		26,267		(170)		61,527		(2,442)



Corporate securities	6,242		236		—		(31)		—		1,700		(1,035)		—		—		—		(76)		7,036		5,274
Total fixed maturity securities - trading	32,298		4,536		—		(3,649)		—		17,163		(7,806)		—		—		26,267		(246)		68,563		2,832
Total fixed maturity securities	1,092,216		5,064		78,701		(3,720)		(14,992)		731,299		(175,026)		—		—		106,841		(1,011)		1,819,372		2,832
Equity securities	63,421		1		—		(17)		—		5,079		—		—		—		—		—		68,484		345
Other long-term investments⁽¹⁾	151,342		73,246		—		(31,419)		—		1,579		—		—		(1,708)		—		—		193,040		40,119

Total investments	1,306,979		78,311		78,701		(35,156)		(14,992)		737,957		(175,026)		—		(1,708)		106,841		(1,011)		2,080,896		43,296
Total assets measured at fair value on a recurring basis	$	1,306,979	$	78,311	$	78,701	$	(35,156)	$	(14,992)	$	737,957	$	(175,026)	$	—	$	(1,708)	$	106,841	$	(1,011)	$	2,080,896	$	43,296
Liabilities:
Annuity account balances⁽²⁾	$	76,119	$	—	$	—	$	(1,675)	$	—	$	—	$	—	$	158	$	6,132	$	—	$	—	$	71,820	$	—
Other liabilities⁽¹⁾	438,127		830		—		(559,106)		—		70,888		—		—		—		—		—		1,067,291		(558,276)
Total liabilities measured at fair value on a recurring basis	$	514,246	$	830	$	—	$	(560,781)	$	—	$	70,888	$	—	$	158	$	6,132	$	—	$	—	$	1,139,111	$	(558,276)

(1) Represents certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.

For the nine months ended September 30, 2019, there were $138.2 million of securities transferred into Level 3.

For the nine months ended September 30, 2019, there were $31.4 million of securities transferred into Level 2 from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of September 30, 2019.

For the nine months ended September 30, 2019, there were 0 transfers from Level 2 into Level 1.

For the nine months ended September 30, 2019, there were 0 transfers from Level 1 into Level 2.

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the three months ended ~~March 31,~~September 30, 2018, for which the Company has used significant unobservable inputs (Level 3):


			Total Realized and Unrealized Gains				Total Realized and Unrealized Losses																						Total Gains (losses) included in Earnings related to Instruments still held at the Reporting Date						Total Realized and Unrealized Gains						Total Realized and Unrealized Losses																			Total Gains (losses) included in Earnings related to Instruments still held at the Reporting Date
	Beginning Balance		Included in Earnings		Included in Other Comprehensive Income		Included in Earnings			Included in Other Comprehensive Income			Purchases		Sales			Issuances		Settlements		Transfers in/out of Level 3		Other			Ending Balance						Beginning Balance		Included in Earnings		Included in Other Comprehensive Income		Included in Earnings		Included in Other Comprehensive Income		Purchases		Sales		Issuances		Settlements		Transfers in/out of Level 3		Other		Ending Balance				Total Gains (losses) included in Earnings related to Instruments still held at the Reporting Date
	(Dollars In Thousands)																																(Dollars In Thousands)
Assets:																																Assets:
Fixed maturity securities available-for-sale																																Fixed maturity securities available-for-sale
Residential mortgage-backed securities	$	—	$	—	$	—	$	—		$	—		$	—	$	—		$	—	$	—	$	—	$	—		$	—	$	—		Residential mortgage-backed securities	$	21,780	$	—	$	—	$	—	$	(538)	$	—	$	—	$	—	$	—	$	(21,281)	$	39	$	—	$	—
Commercial mortgage-backed securities	—		—		—		—			—			—		—			—		—		—		—			—		—			Commercial mortgage-backed securities	47,227		—		—		—		(1,212)		—		(151)		—		—		(26,372)		(25)		19,467		—
Other asset-backed securities	504,365		—		514		—			(1,634		)	—		(14		)	—		—		—		558			503,789		—			Other asset-backed securities	515,701		—		17		(62)		(14,802)		—		(24)		—		—		—		1,431		502,261		—

Corporate securities	626,901		—		1,399		—			(12,101		)	35,000		(23,635		)	—		—		—		(1,155		)	626,409		—			Corporate securities	644,811		—		1,422		—		(4,044)		15,000		(47,935)		—		—		19,903		(873)		628,284		—
Total fixed maturity securities - available-for-sale	1,131,266		—		1,913		—			(13,735		)	35,000		(23,649		)	—		—		—		(597		)	1,130,198		—			Total fixed maturity securities - available-for-sale	1,229,519		—		1,439		(62)		(20,596)		15,000		(48,110)		—		—		(27,750)		572		1,150,012		—
Fixed maturity securities - trading																																Fixed maturity securities - trading

Other asset-backed securities	35,222		194		—		(28		)	—			—		(396		)	—		—		—		(34		)	34,958		166			Other asset-backed securities	24,852		84		—		(76)		—		4,128		(926)		—		—		—		(50)		28,012		68

Corporate securities	5,442		—		—		(94		)	—			—		—			—		—		—		(24		)	5,324		(94		)	Corporate securities	5,254		—		—		(6)		—		—		—		—		—		—		(25)		5,223		(6)
Total fixed maturity securities - trading	40,664		194		—		(122		)	—			—		(396		)	—		—		—		(58		)	40,282		72			Total fixed maturity securities - trading	30,106		84		—		(82)		—		4,128		(926)		—		—		—		(75)		33,235		62
Total fixed maturity securities	1,171,930		194		1,913		(122		)	(13,735		)	35,000		(24,045		)	—		—		—		(655		)	1,170,480		72			Total fixed maturity securities	1,259,625		84		1,439		(144)		(20,596)		19,128		(49,036)		—		—		(27,750)		497		1,183,247		62
Equity securities	65,518		—		—		(1		)	—			—		—			—		—		—		(1		)	65,516		(49		)	Equity securities	65,553		—		—		—		—		—		(2,102)		—		—		—		—		63,451		287
Other long-term investments⁽¹⁾	160,466		16,409		—		(516		)	—			—		—			—		—		—		—			176,359		15,893			Other long-term investments⁽¹⁾	170,594		11,899		—		(1,915)		—		—		—		—		—		—		—		180,578		9,984

Total investments	1,397,914		16,603		1,913		(639		)	(13,735		)	35,000		(24,045		)	—		—		—		(656		)	1,412,355		15,916			Total investments	1,495,772		11,983		1,439		(2,059)		(20,596)		19,128		(51,138)		—		—		(27,750)		497		1,427,276		10,333
Total assets measured at fair value on a recurring basis	$	1,397,914	$	16,603	$	1,913	$	(639	)	$	(13,735	)	$	35,000	$	(24,045	)	$	—	$	—	$	—	$	(656	)	$	1,412,355	$	15,916		Total assets measured at fair value on a recurring basis	$	1,495,772	$	11,983	$	1,439	$	(2,059)	$	(20,596)	$	19,128	$	(51,138)	$	—	$	—	$	(27,750)	$	497	$	1,427,276	$	10,333
Liabilities:																																Liabilities:
Annuity account balances⁽²⁾	$	83,472	$	—	$	—	$	(794	)	$	—		$	—	$	—		$	441	$	3,308	$	—	$	—		$	81,399	$	—		Annuity account balances⁽²⁾	$	80,098	$	—	$	—	$	(896)	$	—	$	—	$	—	$	40	$	2,571	$	—	$	—	$	78,463	$	—
Other liabilities⁽¹⁾	597,562		119,489		—		(10,523		)	—			—		—			—		—		—		—			488,596		108,966			Other liabilities⁽¹⁾	457,008		38,249		—		(41,614)		—		—		—		—		—		—		—		460,373		(3,365)
Total liabilities measured at fair value on a recurring basis	$	681,034	$	119,489	$	—	$	(11,317	)	$	—		$	—	$	—		$	441	$	3,308	$	—	$	—		$	569,995	$	108,966		Total liabilities measured at fair value on a recurring basis	$	537,106	$	38,249	$	—	$	(42,510)	$	—	$	—	$	—	$	40	$	2,571	$	—	$	—	$	538,836	$	(3,365)

(1) Represents certain freestanding and embedded derivatives.	(1) Represents certain freestanding and embedded derivatives.																															(1) Represents certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.	(2) Represents liabilities related to fixed indexed annuities.																															(2) Represents liabilities related to fixed indexed annuities.

For the three months ended ~~March 31,~~September 30, 2018, there were no$19.9 million of securities transferred into Level 3.3 from Level 2.

For the three months ended ~~March 31,~~September 30, 2018, there were no$47.7 million of securities transferred into Level 2 from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of September 30, 2018.

For the three months ended ~~March 31,~~September 30, 2018, there were no0 transfers from Level 2 into Level 1.

For the three months ended ~~March 31,~~September 30, 2018, there were no0 transfers from Level 1 into Level 2.

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the nine months ended September 30, 2018, for which the Company has used significant unobservable inputs (Level 3):


			Total Realized and Unrealized Gains						Total Realized and Unrealized Losses																		Total Gains (losses) included in Earnings related to Instruments still held at the Reporting Date
	Beginning Balance		Included in Earnings		Included in Other Comprehensive Income		Included in Earnings		Included in Other Comprehensive Income		Purchases		Sales		Issuances		Settlements		Transfers in/out of Level 3		Other		Ending Balance
	(Dollars In Thousands)
Assets:
Fixed maturity securities available-for-sale
Residential mortgage-backed securities	$	—	$	—	$	—	$	—	$	(995)	$	22,225	$	—	$	—	$	—	$	(21,281)	$	51	$	—	$	—
Commercial mortgage-backed securities	—		—		—		—		(2,496)		48,621		(245)		—		—		(26,372)		(41)		19,467		—
Other asset-backed securities	504,365		—		11,884		(62)		(16,449)		—		(47)		—		—		222		2,348		502,261		—



Corporate securities	626,901		—		8,483		—		(22,973)		93,491		(86,388)		—		—		12,009		(3,239)		628,284		—
Total fixed maturity securities - available-for-sale	1,131,266		—		20,367		(62)		(42,913)		164,337		(86,680)		—		—		(35,422)		(881)		1,150,012		—
Fixed maturity securities - trading


Other asset-backed securities	35,222		278		—		(3,674)		—		8,728		(12,595)		—		—		164		(111)		28,012		(3,337)



Corporate securities	5,442		—		—		(145)		—		—		—		—		—		—		(74)		5,223		(145)
Total fixed maturity securities - trading	40,664		278		—		(3,819)		—		8,728		(12,595)		—		—		164		(185)		33,235		(3,482)
Total fixed maturity securities	1,171,930		278		20,367		(3,881)		(42,913)		173,065		(99,275)		—		—		(35,258)		(1,066)		1,183,247		(3,482)
Equity securities	65,518		1		—		(1)		—		36		(2,102)		—		—		—		(1)		63,451		224
Other long-term investments⁽¹⁾	160,466		34,303		—		(13,564)		—		—		—		—		(627)		—		—		180,578		20,112

Total investments	1,397,914		34,582		20,367		(17,446)		(42,913)		173,101		(101,377)		—		(627)		(35,258)		(1,067)		1,427,276		16,854
Total assets measured at fair value on a recurring basis	$	1,397,914	$	34,582	$	20,367	$	(17,446)	$	(42,913)	$	173,101	$	(101,377)	$	—	$	(627)	$	(35,258)	$	(1,067)	$	1,427,276	$	16,854
Liabilities:
Annuity account balances⁽²⁾	$	83,472	$	—	$	—	$	(2,749)	$	—	$	—	$	—	$	570	$	8,328	$	—	$	—	$	78,463	$	—
Other liabilities⁽¹⁾	597,562		226,359		—		(89,170)		—		—		—		—		—		—		—		460,373		137,189
Total liabilities measured at fair value on a recurring basis	$	681,034	$	226,359	$	—	$	(91,919)	$	—	$	—	$	—	$	570	$	8,328	$	—	$	—	$	538,836	$	137,189

(1) Represents certain freestanding and embedded derivatives.
(2) Represents liabilities related to fixed indexed annuities.

For the nine months ended September 30, 2018, there were $30.9 million of securities transferred into Level 3 from Level 2.

For the nine months ended September 30, 2018, there were $66.2 million of securities transferred into Level 2 from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of September 30, 2018.

For the nine months ended September 30, 2018, there were 0 transfers from Level 2 into Level 1.

For the nine months ended September 30, 2018, there were 0 transfers from Level 1 into Level 2.

Total realized and unrealized gains (losses) on Level 3 assets and liabilities are primarily reported in either realized investment gains (losses) within the consolidated condensed statements of income (loss) or other comprehensive income (loss) within shareowner’s equity based on the appropriate accounting treatment for the item.

Purchases, sales, issuances, and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period. Such activity primarily relates to purchases and sales of fixed maturity securities and issuances and settlements of fixed indexed annuities.

The Company reviews the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. The asset transfers

in the table(s) above primarily related to positions moved from Level 3 to Level 2 as the Company determined that certain inputs were observable.

The amount of total gains (losses) for assets and liabilities still held as of the reporting date primarily represents changes in fair value of trading securities and certain derivatives that exist as of the reporting date and the change in fair value of fixed indexed annuities.

Estimated Fair Value of Financial Instruments

The carrying amounts and estimated fair values of the Company’s financial instruments as of the periods shown below are as follows:


		As of										As of
		March 31, 2019				December 31, 2018						September 30, 2019						December 31, 2018
	Fair Value Level	Carrying Amounts		Fair Values		Carrying Amounts		Fair Values			Fair Value Level	Carrying Amounts		Fair Values		Carrying Amounts		Fair Values
		(Dollars In Thousands)										(Dollars In Thousands)
Assets:										Assets:
Mortgage loans on real estate	3	$	7,701,465	$	7,624,622	$	7,724,733	$	7,447,702	Mortgage loans on real estate	3	$	9,327,911	$	9,529,865	$	7,724,733	$	7,447,702
Policy loans	3	1,677,442		1,677,442		1,695,886		1,695,886		Policy loans	3	1,686,832		1,686,832		1,695,886		1,695,886
Fixed maturities, held-to-maturity⁽¹⁾	3	2,607,356		2,594,441		2,633,474		2,547,210		Fixed maturities, held-to-maturity⁽¹⁾	3	2,544,054		2,685,076		2,633,474		2,547,210
Liabilities:										Liabilities:
Stable value product account balances	3	$	5,527,816	$	5,536,721	$	5,234,731	$	5,200,723	Stable value product account balances	3	$	5,450,981	$	5,547,509	$	5,234,731	$	5,200,723
Future policy benefits and claims⁽²⁾	3	1,637,741		1,644,622		1,671,414		1,671,434		Future policy benefits and claims⁽²⁾	3	1,707,238		1,709,444		1,671,414		1,671,434
Other policyholders’ funds⁽³⁾	3	105,141		107,975		131,150		131,782		Other policyholders’ funds⁽³⁾	3	104,395		106,285		131,150		131,782
Debt:⁽⁴⁾										Debt:⁽⁴⁾
Non-recourse funding obligations⁽⁵⁾	3	$	2,863,334	$	2,907,541	$	2,888,329	$	2,801,399	Non-recourse funding obligations⁽⁵⁾	3	$	2,801,952	$	2,960,555	$	2,888,329	$	2,801,399
Subordinated funding obligations	3	110,000		99,026		110,000		95,476		Subordinated funding obligations	3	110,000		113,369		110,000		95,476

Except as noted below, fair values were estimated using quoted market prices.	Except as noted below, fair values were estimated using quoted market prices.									Except as noted below, fair values were estimated using quoted market prices.
(1) Securities purchased from unconsolidated affiliates, Red Mountain, LLC and Steel City, LLC.	(1) Securities purchased from unconsolidated affiliates, Red Mountain, LLC and Steel City, LLC.									(1) Securities purchased from unconsolidated affiliates, Red Mountain, LLC and Steel City, LLC.
(2) Single premium immediate annuity without life contingencies.	(2) Single premium immediate annuity without life contingencies.									(2) Single premium immediate annuity without life contingencies.
(3) Supplementary contracts without life contingencies.	(3) Supplementary contracts without life contingencies.									(3) Supplementary contracts without life contingencies.
(4) Excludes capital lease obligations of $2.8 million and $1.3 million as of March 31, 2019 and December 31, 2018, respectively.
(5) As of March 31, 2019, carrying amount of $2.5 billion and a fair value of $2.6 billion related to non-recourse funding obligations issued by Golden Gate and Golden Gate V. As of December 31, 2018, carrying amount of $2.6 billion and a fair value of $2.5 billion related to non-recourse funding obligations issued by Golden Gate and Golden Gate V.
(4) Excludes capital lease obligations of $2.3 million and $1.3 million as of September 30, 2019 and December 31, 2018, respectively.										(4) Excludes capital lease obligations of $2.3 million and $1.3 million as of September 30, 2019 and December 31, 2018, respectively.
(5) As of September 30, 2019, carrying amount of $2.7 billion and a fair value of $2.5 billion related to non-recourse funding obligations issued by Golden Gate and Golden Gate V. As of December 31, 2018, carrying amount of $2.6 billion and a fair value of $2.5 billion related to non-recourse funding obligations issued by Golden Gate and Golden Gate V.										(5) As of September 30, 2019, carrying amount of $2.7 billion and a fair value of $2.5 billion related to non-recourse funding obligations issued by Golden Gate and Golden Gate V. As of December 31, 2018, carrying amount of $2.6 billion and a fair value of $2.5 billion related to non-recourse funding obligations issued by Golden Gate and Golden Gate V.

Fair Value Measurements

Mortgage loans on real estate

The Company estimates the fair value of mortgage loans using an internally developed model. This model includes inputs derived by the Company based on assumed discount rates relative to the Company’s current mortgage loan lending rate and an expected cash flow analysis based on a review of the mortgage loan terms. The model also contains the Company’s determined representative risk adjustment assumptions related to credit and liquidity risks.

Policy loans

The Company believes the fair value of policy loans approximates book value. Policy loans are funds provided to policyholders in return for a claim on the policy. The funds provided are limited to the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of repayments, the Company believes the carrying value of policy loans approximates fair value.

Fixed maturities, held-to-maturity

The Company estimates the fair value of its fixed maturity, held-to-maturity securities using internal discounted cash flow models. The discount rates used in the model are based on a current market yield for similar financial instruments.

Stable value product and other investment contract balances

The Company estimates the fair value of stable value product account balances and other investment contract balances (included in Future policy benefits and claims as well as Other policyholders’ funds line items on our consolidated condensed balance sheet) using models based on discounted expected cash flows. The discount rates used in the models are based on a current market rate for similar financial instruments.

Funding obligations

The Company estimates the fair value of its subordinated and non-recourse funding obligations using internal discounted cash flow models. The discount rates used in the model are based on a current market yield for similar financial instruments.

7.DERIVATIVE FINANCIAL INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

The Company utilizes a risk management strategy that incorporates the use of derivative financial instruments to reduce exposure to certain risks, including but not limited to, interest rate risk, currency exchange risk, volatility risk, and equity market risk. These strategies are developed through the Company’s analysis of data from financial simulation models and other internal and industry sources, and are then incorporated into the Company’s risk management program.

Derivative instruments expose the Company to credit and market risk and could result in material changes from period to period. The Company attempts to minimize its credit in connection with its overall asset/liability management programs and risk management strategies. In addition, all derivative programs are monitored by our risk management department.

Derivatives Related to Interest Rate Risk Management

Derivative instruments that are used as part of the Company’s interest rate risk management strategy include interest rate swaps, interest rate futures, interest rate caps, and interest rate swaptions.

Derivatives Related to Foreign Currency Exchange Risk Management

Derivative instruments that are used as part of the Company’s foreign currency exchange risk management strategy include foreign currency swaps, foreign currency futures, foreign equity futures, and foreign equity options.

Derivatives Related to Risk Mitigation of Certain Annuity Contracts

The Company may use the following types of derivative contracts to mitigate its exposure to certain guaranteed benefits related to variable ~~annuities~~annuity (“VA”) contracts, fixed indexed annuities, and indexed universal life contracts:

•Foreign Currency Futures

•Variance Swaps

•Interest Rate Futures

•Equity Options

•Equity Futures

•Credit derivatives

•Interest Rate Swaps

•Interest Rate Swaptions

•Volatility Futures

•Volatility Options

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•Funds Withheld Agreement

•Total Return Swaps

Other Derivatives

The Company and certain of its subsidiaries have derivatives with PLC. These derivatives consist of an interest support agreement, YRT premium support agreements, and portfolio maintenance agreements with PLC.

The Company has a funds withheld account that consists of various derivative instruments held by us that is used to hedge the GLWB and GMDB riders. The economic performance of derivatives in the funds withheld account is ceded to Shades Creek. The funds withheld account is accounted for as a derivative financial instrument.

Accounting for Derivative Instruments

The Company records its derivative financial instruments in the consolidated balance sheet in other long-term investments and other liabilities in accordance with GAAP, which requires that all derivative instruments be recognized in the balance sheet at fair value. The change in the fair value of derivative financial instruments is reported either in the statement of income or in other comprehensive income (loss), depending upon whether it qualified for and also has been properly identified as being part of a hedging relationship, and also on the type of hedging relationship that exists.

It is the Company's policy not to offset assets and liabilities associated with open derivative contracts. However, the Chicago Mercantile Exchange (“CME”) rules characterize variation margin transfers as settlement payments, as opposed to

adjustments to collateral. As a result, derivative assets and liabilities associated with centrally cleared derivatives for which the CME serves as the central clearing party are presented as if these derivatives had been settled as of the reporting date.

For a derivative financial instrument to be accounted for as an accounting hedge, it must be identified and documented as such on the date of designation. For cash flow hedges, the effective portion of their realized gain or loss is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged item impacts earnings. Any remaining gain or loss, the ineffective portion, is recognized in current earnings. For fair value hedge derivatives, their gain or loss as well as the offsetting loss or gain attributable to the hedged risk of the hedged item is recognized in current earnings. Effectiveness of the Company’s hedge relationships is assessed on a quarterly basis.

The Company reports changes in fair values of derivatives that are not part of a qualifying hedge relationship through earnings in the period of change. Changes in the fair value of derivatives that are recognized in current earnings are reported in Realized investment gains (losses).

Derivative Instruments Designated and Qualifying as Hedging Instruments

Cash-Flow Hedges

•To hedge a fixed rate note denominated in a foreign currency, the Company entered into a fixed-to-fixed foreign currency swap in order to hedge the foreign currency exchange risk associated with the note. The cash flows received on the swap are identical to the cash flows paid on the note.

•To hedge a floating rate note, the Company entered into an interest rate swap to exchange the floating rate on the note for a fixed rate in order to hedge the interest rate risk associated with the note. The cash flows received on the swap are identical to the cash flow variability paid on the note.

Derivative Instruments Not Designated and Not Qualifying as Hedging Instruments

The Company uses various other derivative instruments for risk management purposes that do not qualify for hedge accounting treatment. Changes in the fair value of these derivatives are recognized in earnings during the period of change.

Derivatives Related to Variable Annuity Contracts

•The Company uses equity futures, equity options, total return swaps, interest rate futures, interest rate swaps, interest rate swaptions, currency futures, volatility futures, volatility options, and variance swaps to mitigate the risk related to certain guaranteed minimum benefits, including GLWB, within its VA products. In general, the cost of such benefits varies with the level of equity and interest rate markets, foreign currency levels, and overall volatility.

•The Company markets certain VA products with a GLWB rider. The GLWB component is considered an embedded derivative, not considered to be clearly and closely related to the host contract.

Table of Contents

•The Company has a funds withheld account that consists of various derivative instruments held by the Company that are used to hedge the GLWB and GMDB riders. The economic performance of derivatives in the funds withheld account is ceded to Shades Creek. The funds withheld account is accounted for as a derivative financial instrument.

Derivatives Related to Fixed Annuity Contracts

•The Company uses equity futures and options to mitigate the risk within its fixed indexed annuity products. In general, the cost of such benefits varies with the level of equity markets and overall volatility.

•The Company markets certain fixed indexed annuity products. The FIA component is considered an embedded derivative as it is not considered to be clearly and closely related to the host contract.

Derivatives Related to Indexed Universal Life Contracts

•The Company uses equity futures and options to mitigate the risk within its indexed universal life products. In general, the cost of such benefits varies with the level of equity markets.

•The Company markets certain IUL products. The IUL component is considered an embedded derivative as it is not considered to be clearly and closely related to the host contract.

Other Derivatives

•The Company and certain of its subsidiaries have an interest support agreement, YRT premium support agreements, and portfolio maintenance agreements with PLC.

•The Company uses various swaps and other types of derivatives to manage risk related to other exposures.

•The Company is involved in various modified coinsurance ~~arrangements~~ and funds withheld arrangements which contain embedded derivatives. Changes in their fair value are recorded in current period earnings. The investment portfolios that support the related modified coinsurance reserves and funds withheld arrangements had fair value changes which substantially offset the gains or losses on these embedded derivatives.

Table of Contents

The following table sets forth realized investments gains and losses for the periods shown:

Realized investment gains (losses) - derivative financial instruments


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Derivatives related to VA contracts:							Derivatives related to VA contracts:
Interest rate futures	$	(6,022	)	$	(16,892	)	Interest rate futures	$	727	$	2,111	$	(16,575)	$	(13,229)
Equity futures	29,738			(6,428		)	Equity futures	5,220		(5,733)		37,517		(23,025)
Currency futures	2,244			(7,583		)	Currency futures	9,181		3,410		11,028		7,890
Equity options	(71,695		)	12,016			Equity options	(3,957)		(21,206)		(97,354)		(47,406)
Interest rate swaptions	—			(14		)	Interest rate swaptions	—		—		—		(14)
Interest rate swaps	74,861			(63,710		)	Interest rate swaps	149,766		(41,288)		342,561		(131,147)
Total return swaps	(40,027		)	6,490			Total return swaps	(1,950)		(32,343)		(50,522)		(35,908)
Embedded derivative - GLWB	(33,387		)	21,473			Embedded derivative - GLWB	(86,635)		22,931		(189,624)		55,595
Funds withheld derivative	61,777			(7,957		)	Funds withheld derivative	(350)		37,444		80,198		68,341
Total derivatives related to VA contracts	17,489			(62,605		)	Total derivatives related to VA contracts	72,002		(34,674)		117,229		(118,903)
Derivatives related to FIA contracts:							Derivatives related to FIA contracts:
Embedded derivative	(38,814		)	11,330			Embedded derivative	(4,335)		(14,360)		(67,968)		(7,957)
Equity futures	(429		)	(161		)	Equity futures	962		(388)		964		(716)
Equity options	42,050			(4,669		)	Equity options	4,785		18,474		60,026		21,203
Total derivatives related to FIA contracts	2,807			6,500			Total derivatives related to FIA contracts	1,412		3,726		(6,978)		12,530
Derivatives related to IUL contracts:							Derivatives related to IUL contracts:
Embedded derivative	(13,370		)	9,884			Embedded derivative	6,261		(9,535)		(18,395)		(877)
Equity futures	171			136			Equity futures	91		(1)		347		135
Equity options	6,180			(1,250		)	Equity options	586		4,928		9,372		5,764
Total derivatives related to IUL contracts	(7,019		)	8,770			Total derivatives related to IUL contracts	6,938		(4,608)		(8,676)		5,022
Embedded derivative - Modco reinsurance treaties	(84,998		)	82,658			Embedded derivative - Modco reinsurance treaties	(44,027)		10,811		(199,704)		138,652
Derivatives with PLC⁽¹⁾	(1,653		)	11,543			Derivatives with PLC⁽¹⁾	7,583		(1,913)		14,852		(66)
Other derivatives	66			(40		)	Other derivatives	(1,622)		(52)		(3,011)		(59)
Total realized gains (losses) - derivatives	$	(73,308	)	$	46,826		Total realized gains (losses) - derivatives	$	42,286	$	(26,710)	$	(86,288)	$	37,176

(1) These derivatives include the Interest, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.	(1) These derivatives include the Interest, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.						(1) These derivatives include the Interest, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.

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The following table presents the components of the gain or loss on derivatives that qualify as a cash flow hedging relationship.

Gain (Loss) on Derivatives in Cash Flow Hedging Relationship


										Amount of Gains (Losses) Deferred in Accumulated Other Comprehensive Income (Loss) on Derivatives		Amount and Location of Gains (Losses) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss)		Amount and Location of (Losses) Recognized in Income (Loss) on Derivatives
	Amount of Gains (Losses) Deferred in Accumulated Other Comprehensive Income (Loss) on Derivatives			Amount and Location of Gains (Losses) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss)			Amount and Location of (Losses) Recognized in Income (Loss) on Derivatives			(Effective Portion)		(Effective Portion)		(Ineffective Portion)
	(Effective Portion)			(Effective Portion)			(Ineffective Portion)					Benefits and settlement expenses		Realized investment gains (losses)
				Benefits and settlement expenses			Realized investment gains (losses)			(Dollars In Thousands)
	(Dollars In Thousands)
For The Three Months Ended March 31, 2019
For The Three Months Ended September 30, 2019									For The Three Months Ended September 30, 2019
Foreign currency swaps	$	(1,893	)	$	(207	)	$	—	Foreign currency swaps	$	(4,163)	$	(373)	$	—
Interest rate swaps	(595		)	(71		)	—		Interest rate swaps	(93)		(373)		—
Total	$	(2,488	)	$	(278	)	$	—	Total	$	(4,256)	$	(746)	$	—

For The Three Months Ended March 31, 2018
For The Nine Months Ended September 30, 2019									For The Nine Months Ended September 30, 2019
Foreign currency swaps	$	615		$	(113	)	$	—	Foreign currency swaps	$	(7,789)	$	(767)	$	—
Interest rate swaps									Interest rate swaps	(2,484)		(593)		—
Total	$	615		$	(113	)	$	—	Total	$	(10,273)	$	(1,360)	$	—

For The Three Months Ended September 30, 2018									For The Three Months Ended September 30, 2018
Foreign currency swaps									Foreign currency swaps	$	190	$	(155)	$	—
Interest rate swaps									Interest rate swaps	101		(326)		—
Total									Total	$	291	$	(481)	$	—

For The Nine Months Ended September 30, 2018									For The Nine Months Ended September 30, 2018
Foreign currency swaps									Foreign currency swaps	$	3,772	$	(473)	$	—
Interest rate swaps									Interest rate swaps	101		(326)		—
Total									Total	$	3,873	$	(799)	$	—

Based on expected cash flows of the underlying hedged items, the Company expects to reclassify ~~$1.0~~$3.3 million out of accumulated other comprehensive income (loss) into earnings during the next twelve months.

Table of Contents

The table below presents information about the nature and accounting treatment of the Company’s primary derivative financial instruments and the location in and effect on the consolidated condensed financial statements for the periods presented below:


	As of
	September 30, 2019						December 31, 2018
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(Dollars In Thousands)
Other long-term investments



Derivatives not designated as hedging instruments:
Interest rate swaps	$	2,228,000	$	131,894	$	1,515,500	$	28,501
Total return swaps	424,662		2,120		138,070		3,971
Derivatives with PLC⁽¹⁾	2,833,958		103,192		2,856,351		90,049
Embedded derivative - Modco reinsurance treaties	1,245,889		30,600		585,294		7,072
Embedded derivative - GLWB	965,140		59,248		1,919,861		54,221
Interest rate futures	844,428		8,256		286,208		10,302
Equity futures	322,478		2,425		12,633		483
Currency futures	271,290		2,316		—		—
Equity options	6,339,766		483,463		5,624,081		220,092

Other	—		—		157		136
	$	15,475,611	$	823,514	$	12,938,155	$	414,827
Other liabilities
Cash flow hedges:
Interest rate swaps	$	350,000	$	—	$	350,000	$	—
Foreign currency swaps	117,178		13,516		117,178		904
Derivatives not designated as hedging instruments:
Interest rate swaps	50,000		—		775,000		11,367
Total return swaps	126,177		916		768,177		23,054
Embedded derivative - Modco reinsurance treaties	2,283,624		245,792		1,795,287		32,828
Funds withheld derivative	2,073,724		93,707		1,992,562		95,142
Embedded derivative - GLWB	3,089,291		327,804		2,152,698		97,528
Embedded derivative - FIA	2,792,499		306,063		2,576,033		217,288
Embedded derivative - IUL	276,466		141,793		233,550		90,231
Interest rate futures	650,353		7,776		863,706		20,100
Equity futures	137,284		1,935		659,357		33,753
Currency futures	—		—		202,747		2,163
Equity options	4,169,543		239,814		4,199,687		34,178
Other	193,069		45,839		3,288		252
	$	16,309,208	$	1,424,955	$	16,689,270	$	658,788

(1) These derivatives include the Interest, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.

As of
March 31, 2019 December 31, 2018

Notional
Amount

Fair
Value

Notional
Amount

Fair
Value
(Dollars In Thousands)
Other long-term investments

Derivatives not designated as hedging instruments:

Interest rate swaps $ 1,583,000
$ 47,915
$ 1,515,500
$ 28,501
Total return swaps 562,658
2,292
138,070
3,971
Derivatives with PLC⁽¹⁾
2,849,154
88,396
2,856,351
90,049
Embedded derivative - Modco reinsurance treaties 39,878
38
585,294
7,072
Embedded derivative - GLWB 1,601,909
45,260
1,919,861
54,221
Interest rate futures 295,638
7,267
286,208
10,302
Equity futures 70,902
1,261
12,633
483
Currency futures 174,407
718
—
—
Equity options 6,061,873
368,624
5,624,081
220,092
Interest rate swaptions —
—
—
—
Other 157
166
157
136
$ 13,239,576
$ 561,937
$ 12,938,155
$ 414,827
Other liabilities

Cash flow hedges:
Interest rate swaps $ 350,000
$ —
$ 350,000
$ —
Foreign currency swaps 117,178
1,996
117,178
904
Derivatives not designated as hedging instruments:

Interest rate swaps 525,000
2,591
775,000
11,367
Total return swaps 54,342
276
768,177
23,054
Embedded derivative - Modco reinsurance treaties 2,325,352
107,457
1,795,287
32,828
Funds withheld derivative 2,018,223
101,258
1,992,562
95,142
Embedded derivative - GLWB 2,472,607
121,954
4,071,322
97,528
Embedded derivative - FIA 2,639,780
263,445
2,576,033
217,288
Embedded derivative - IUL 247,241
112,814
233,550
90,231
Interest rate futures 870,669
13,231
863,706
20,100
Equity futures 172,853
3,512
659,357
33,753
Currency futures 57,073
8
202,747
2,163
Equity options 4,161,969
153,460
4,199,687
34,178
Other 8,498
985
3,288
252
$ 16,020,785
$ 882,987
$ 18,607,894
$ 658,788

(1) These derivatives include the Interest, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.

Table of Contents

8. OFFSETTING OF ASSETS AND LIABILITIES

Certain of the Company’s derivative instruments are subject to enforceable master netting arrangements that provide for the net settlement of all derivative contracts between the Company and a counterparty in the event of default or upon the occurrence of certain termination events. Collateral support agreements associated with each master netting arrangement provide that the Company will receive or pledge financial collateral in the event either minimum thresholds, or in certain cases ratings levels, have been reached. Additionally, certain of the Company’s repurchase agreements provide for net settlement on termination of the agreement. Refer to Note ~~11,~~ 10, Debt and Other Obligations for details of the Company’s repurchase agreement programs.

Collateral received includes both cash and non-cash collateral. Cash collateral received by the Company is recorded on the consolidated condensed balance sheet as “cash”, with a corresponding amount recorded in “other liabilities” to represent the Company’s obligation to return the collateral. Non-cash collateral received by the Company is not recognized on the consolidated condensed balance sheet unless the Company exercises its right to sell or re-pledge the underlying asset. As of ~~March 31,~~September 30, 2019 and December 31, 2018, the fair value of non-cash collateral received was ~~$31.0~~$34.4 million and $45.0 million, respectively.

The tables below present the derivative instruments by assets and liabilities for the Company as of ~~March 31,~~September 30, 2019.


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position
											Financial Instruments			Collateral Received	Net Amount
	(Dollars In Thousands)
Offsetting of Assets
Derivatives:
Free-Standing derivatives	$	630,474	$	—	$	630,474	$	263,245	$	255,776		$	111,453
Total derivatives, subject to a master netting arrangement or similar arrangement	630,474		—		630,474		263,245		255,776			111,453
Derivatives not subject to a master netting arrangement or similar arrangement
Embedded derivative - Modco reinsurance treaties	30,600		—		30,600		—		—			30,600
Embedded derivative - GLWB	59,248		—		59,248		—		—			59,248
Derivatives with PLC	103,192		—		103,192		—		—			103,192
Other	—		—		—		—		—			—
Total derivatives, not subject to a master netting arrangement or similar arrangement	193,040		—		193,040		—		—			193,040
Total derivatives	823,514		—		823,514		263,245		255,776			304,493
Total Assets	$	823,514	$	—	$	823,514	$	263,245	$	255,776		$	304,493

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Gross
Amounts of
Recognized
Assets

Gross
Amounts
Offset in the
Statement of
Financial
Position

Net Amounts
of Assets
Presented in
the
Statement of
Financial
Position

Gross Amounts Not Offset
in the Statement of
Financial Position

Financial
Instruments

Collateral
Received
Net Amount
(Dollars In Thousands)
Offsetting of Assets

Derivatives:

Free-Standing derivatives $ 428,077
$ —
$ 428,077
$ 165,785
$ 152,924
$ 109,368
Total derivatives, subject to a master netting arrangement or similar arrangement 428,077
—
428,077
165,785
152,924
109,368
Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties 38
—
38
—
—
38
Embedded derivative - GLWB 45,260
—
45,260
—
—
45,260
Derivatives with PLC 88,396
—
88,396
—
—
88,396
Other 166
—
166
—
—
166
Total derivatives, not subject to a master netting arrangement or similar arrangement 133,860
—
133,860
—
—
133,860
Total derivatives 561,937
—
561,937
165,785
152,924
243,228
Total Assets $ 561,937
$ —
$ 561,937
$ 165,785
$ 152,924
$ 243,228


	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position							Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position
					Financial Instruments			Collateral Posted		Net Amount														Financial Instruments			Collateral Posted			Net Amount
	(Dollars In Thousands)																(Dollars In Thousands)
Offsetting of Liabilities																	Offsetting of Liabilities
Derivatives:														Derivatives:
Free-Standing derivatives	$	175,074	$	—		$	175,074	$	165,785	$	9,289	$	—	Free-Standing derivatives	$	263,957		$	—	$	263,957	$	263,245		$	186		$	526
Total derivatives, subject to a master netting arrangement or similar arrangement	175,074		—			175,074		165,785		9,289		—		Total derivatives, subject to a master netting arrangement or similar arrangement	263,957			—		263,957		263,245			186			526
Derivatives, not subject to a master netting arrangement or similar arrangement														Derivatives, not subject to a master netting arrangement or similar arrangement
Embedded derivative - Modco reinsurance treaties	107,457		—			107,457		—		—		107,457		Embedded derivative - Modco reinsurance treaties	245,792			—		245,792		—			—			245,792
Funds withheld derivative	101,258		—			101,258		—		—		101,258		Funds withheld derivative	93,707			—		93,707		—			—			93,707
Embedded derivative - GLWB	121,954		—			121,954		—		—		121,954		Embedded derivative - GLWB	327,804			—		327,804		—			—			327,804
Embedded derivative - FIA	263,445		—			263,445		—		—		263,445		Embedded derivative - FIA	306,063			—		306,063		—			—			306,063
Embedded derivative - IUL	112,814		—			112,814		—		—		112,814		Embedded derivative - IUL	141,793			—		141,793		—			—			141,793
Other	985		—			985		—		—		985		Other	45,839			—		45,839		—			—			45,839
Total derivatives, not subject to a master netting arrangement or similar arrangement	707,913		—			707,913		—		—		707,913		Total derivatives, not subject to a master netting arrangement or similar arrangement	1,160,998			—		1,160,998		—			—			1,160,998
Total derivatives	882,987		—			882,987		165,785		9,289		707,913		Total derivatives	1,424,955			—		1,424,955		263,245			186			1,161,524
Repurchase agreements⁽¹⁾	89,275		—			89,275		—		—		89,275		Repurchase agreements⁽¹⁾	272,127			—		272,127		—			—			272,127
Total Liabilities	$	972,262	$	—		$	972,262	$	165,785	$	9,289	$	797,188	Total Liabilities	$	1,697,082		$	—	$	1,697,082	$	263,245		$	186		$	1,433,651

(1) Borrowings under repurchase agreements are for a term less than 90 days.	(1) Borrowings under repurchase agreements are for a term less than 90 days.													(1) Borrowings under repurchase agreements are for a term less than 90 days.

The tables below present the derivative instruments by assets and liabilities for the Company as of December 31, 2018.


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position
											Financial Instruments			Collateral Received	Net Amount
	(Dollars In Thousands)
Offsetting of Assets
Derivatives:
Free-Standing derivatives	$	263,349	$	—	$	263,349	$	70,322	$	99,199		$	93,828
Total derivatives, subject to a master netting arrangement or similar arrangement	263,349		—		263,349		70,322		99,199			93,828
Derivatives not subject to a master netting arrangement or similar arrangement
Embedded derivative - Modco reinsurance treaties	7,072		—		7,072		—		—			7,072
Embedded derivative - GLWB	54,221		—		54,221		—		—			54,221
Derivatives with PLC	90,049		—		90,049		—		—			90,049
Other	136		—		136		—		—			136
Total derivatives, not subject to a master netting arrangement or similar arrangement	151,478		—		151,478		—		—			151,478
Total derivatives	414,827		—		414,827		70,322		99,199			245,306
Total Assets	$	414,827	$	—	$	414,827	$	70,322	$	99,199		$	245,306

Table of Contents


	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position
											Financial Instruments			Collateral Posted	Net Amount
	(Dollars In Thousands)
Offsetting of Liabilities
Derivatives:
Free-Standing derivatives	$	125,519	$	—	$	125,519	$	70,322	$	47,856		$	7,341
Total derivatives, subject to a master netting arrangement or similar arrangement	125,519		—		125,519		70,322		47,856			7,341
Derivatives not subject to a master netting arrangement or similar arrangement
Embedded derivative - Modco reinsurance treaties	32,828		—		32,828		—		—			32,828
Funds withheld derivative	95,142		—		95,142		—		—			95,142
Embedded derivative - GLWB	97,528		—		97,528		—		—			97,528
Embedded derivative - FIA	217,288		—		217,288		—		—			217,288
Embedded derivative - IUL	90,231		—		90,231		—		—			90,231
Other	252		—		252		—		—			252
Total derivatives, not subject to a master netting arrangement or similar arrangement	533,269		—		533,269		—		—			533,269
Total derivatives	658,788		—		658,788		70,322		47,856			540,610
Repurchase agreements⁽¹⁾	418,090		—		418,090		—		—			418,090
Total Liabilities	$	1,076,878	$	—	$	1,076,878	$	70,322	$	47,856		$	958,700

(1) Borrowings under repurchase agreements are for a term less than 90 days.

9.MORTGAGE LOANS

Mortgage Loans

The Company invests a portion of its investment portfolio in commercial mortgage loans. As of ~~March 31,~~September 30, 2019, the Company’s mortgage loan holdings were approximately~~$7.7~~ $9.3 billion. The Company has specialized in making loans on credit-oriented commercial properties, credit-anchored strip shopping centers, senior living facilities, and apartments. The Company’s underwriting procedures relative to its commercial loan portfolio are based, in the Company’s view, on a conservative and disciplined approach. The Company concentrates on a small number of commercial real estate asset types associated with the necessities of life (retail, multi-family, senior living, professional office buildings, and warehouses). The Company believes that these asset types tend to weather economic downturns better than other commercial asset classes in which it has chosen not to participate. The Company believes this disciplined approach has helped to maintain a relatively low delinquency and foreclosure rate throughout its history. The majority of the Company’s mortgage loans portfolio was underwritten by the Company. From time to time, the Company may acquire loans in conjunction with an acquisition.

The Company’s commercial mortgage loans are stated at unpaid principal balance, adjusted for any unamortized premium or discount, and net of valuation allowances. Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate. Amortization of premiums and discounts is recorded using the effective yield method. Interest income, amortization of premiums and discounts and prepayment fees are reported in net investment income.

Certain of the mortgage loans have call options that occur within the next 10 years. However, if interest rates were to significantly increase, the Company may be unable to exercise the call options on its existing mortgage loans commensurate with the significantly increased market rates. As of ~~March 31,~~September 30, 2019, assuming the loans are called at their next call dates, approximately ~~$77.7~~$54.4 million of principal would become due for the remainder of 2019, ~~$837.4~~$850.9 million in 2020 through 2024 and ~~$60.6~~$59.4 million in 2025 through 2029.

Table of Contents

The Company offers a type of commercial mortgage loan under which the Company will permit a loan-to-value ratio of up to 85% in exchange for a participating interest in the cash flows from the underlying real estate. As of ~~March 31,~~September 30, 2019 and December 31, 2018, approximately ~~$727.8~~$757.4 million and $700.6 million, respectively, of the Company’s total mortgage loans principal balance have this participation feature. Cash flows received as a result of this participation feature are recorded as interest income. During the three and nine months ended ~~March 31,~~September 30, 2019 and 2018, the Company recognized ~~$2.2~~$3.8 million and ~~$7.3~~$18.0 million and $9.5 million and $22.0 million, respectively, of participating mortgage loan income.

As of ~~March 31,~~September 30, 2019, $3.2 million of the Company’s invested assets consisted ~~of an immaterial amount~~ of nonperforming mortgage loans, restructured mortgage loans, or mortgage loans that were foreclosed and were converted to real estate properties. The Company does not expect these investments to adversely affect its liquidity or ability to maintain proper matching of assets and liabilities. During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ~~two mortgage loan transactions occurred that were accounted for as~~the Company recognized 4 troubled debt restructurings as a result of granting concessions to a borrower. These concessions were each the result of an agreement between the creditor and the debtor and resulted in the Company accepting an amount less than the outstanding principal balance of $2.7 million in satisfaction of the borrower’s obligation.borrowers which included loan terms unavailable from other lenders. During the three and nine months ended ~~March 31,~~September 30, 2019, the Company did not recognize any mortgage loans that were foreclosed and were converted to real estate properties. The Company did not identify any loans whose principal was permanently impaired during the three and nine months ended ~~March 31,~~September 30, 2019.

As of ~~March 31,~~September 30, 2019 and December 31, 2018, the Company had an allowance for mortgage loan credit losses of ~~$1.9~~$4.1 million and $1.3 million, respectively. Due to the Company’s loss experience and nature of the loan portfolio, the Company believes that a collectively evaluated allowance would be inappropriate. The Company believes an allowance calculated through an analysis of specific loans that are believed to have a higher risk of credit impairment provides a more accurate presentation of expected losses in the portfolio and is consistent with the applicable guidance for loan impairments in ASC Subtopic 310. Since the Company uses the specific identification method for calculating the allowance, it is necessary to review the economic situation of each borrower to determine those that have higher risk of credit impairment. The Company has a team of professionals that monitors borrower conditions such as payment practices, borrower credit, operating performance, and property conditions, as well as ensuring the timely payment of property taxes and insurance. Through this monitoring process, the Company assesses the risk of each loan. When issues are identified, the severity of the issues are assessed and reviewed for possible credit impairment. If a loss is probable, an expected loss calculation is performed and an allowance is established for that loan based on the expected loss. The expected loss is calculated as the excess carrying value of a loan over either the present value of expected future cash flows discounted at the loan’s original effective interest rate, or the current estimated fair value of the loan’s underlying collateral. A loan may be subsequently charged off at such point that the Company no longer expects to receive cash payments, the present value of future expected payments of the renegotiated loan is less than the current principal balance, or at such time that the Company is party to foreclosure or bankruptcy proceedings associated with the borrower and does not expect to recover the principal balance of the loan.

A charge off is recorded by eliminating the allowance against the mortgage loan and recording the renegotiated loan or the collateral property related to the loan as investment real estate on the balance sheet, which is carried at the lower of the appraised fair value of the property or the unpaid principal balance of the loan, less estimated selling costs associated with the property.

As of September 30, 2019 and December 31, 2018, the Company had allowances for mortgage loan credit losses of $4.1 million and $1.3 million, respectively, which is shown in the chart below.


	As of
	September 30, 2019		December 31, 2018
	(Dollars In Thousands)
Beginning balance	$	1,296	$	—
Charge offs	(350)		—
Recoveries	—		(209)
Provision	3,110		1,505
Ending balance	$	4,056	$	1,296

As of March 31, 2019 As of December 31, 2018
(Dollars In Thousands)
Beginning balance $ 1,296
$ —
Charge offs (350 ) —
Recoveries —
(209 )
Provision 1,000
1,505
Ending balance $ 1,946
$ 1,296

Table of Contents

It is the Company’s policy to cease to carry accrued interest on loans that are over 90 days delinquent. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible. If a loan becomes over 90 days delinquent, it is the Company’s general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place. For loans subject to a pooling and servicing agreement, there are certain additional restrictions and/or requirements related to workout proceedings, and as such, these loans may have different attributes and/or circumstances affecting the status of delinquency or categorization of those in nonperforming status. An analysis

The carrying value of the delinquent loans is shown in the following chart.


														Greater
					Greater					30-59 Days		60-89 Days		than 90 Days		Total
	30-59 Days		60-89 Days		than 90 Days		Total
As of March 31, 2019	Delinquent		Delinquent		Delinquent		Delinquent
As of September 30, 2019									As of September 30, 2019	Delinquent		Delinquent		Delinquent		Delinquent
	(Dollars In Thousands)									(Dollars In Thousands)
Commercial mortgage loans	$	637	$	—	$	83	$	720	Commercial mortgage loans	$	1,641	$	—	$	730	$	2,371
Number of delinquent commercial mortgage loans	2		—		1		3		Number of delinquent commercial mortgage loans	2		—		3		5

As of December 31, 2018									As of December 31, 2018
Commercial mortgage loans	$	1,044	$	—	$	1,234	$	2,278	Commercial mortgage loans	$	1,044	$	—	$	1,234	$	2,278
Number of delinquent commercial mortgage loans	4		—		1		5		Number of delinquent commercial mortgage loans	4		—		1		5

The Company’s commercial mortgage loan portfolio consists of mortgage loans that are collateralized by real estate. Due to the collateralized nature of the loans, any assessment of impairment and ultimate loss given a default on the loans is based upon a consideration of the estimated fair value of the real estate. The Company limits accrued interest income on ~~impaired~~ loans to 90 days of interest. Once accrued interest on ~~the impaired~~a non-accrual loan is received, interest income is recognized on a cash basis.

The following table includes the recorded investment, unpaid principal balance, related allowance, average recorded investment, interest income recognized, and cash basis interest income of the commercial loan portfolio as of September 30, 2019 and December 31, 2018.


														Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income			(Dollars In Thousands)
	(Dollars In Thousands)
As of March 31, 2019
As of September 30, 2019													As of September 30, 2019
Commercial mortgage loans:													Commercial mortgage loans:
With no related allowance recorded	$	83	$	83	$	—	$	83	$	—	$	—	With no related allowance recorded	$	730	$	722	$	—	$	243	$	20	$	28
With an allowance recorded	$	8,331	$	8,196	$	1,946	$	4,165	$	128	$	156	With an allowance recorded	$	14,373	$	14,259	$	4,056	$	3,593	$	540	$	536
As of December 31, 2018													As of December 31, 2018
Commercial mortgage loans:													Commercial mortgage loans:
With no related allowance recorded	$	—	$	—	$	—	$	—	$	—	$	—	With no related allowance recorded	$	—	$	—	$	—	$	—	$	—	$	—
With an allowance recorded	$	5,684	$	5,309	$	1,296	$	1,895	$	267	$	293	With an allowance recorded	$	5,684	$	5,309	$	1,296	$	1,895	$	267	$	293

Mortgage loans that were modified in a troubled debt restructuring as of ~~March 31,~~September 30, 2019 and December 31, 2018 were as follows:


	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars In Thousands)
As of September 30, 2019
Troubled debt restructuring:
Commercial mortgage loans	2	$	3,776	$	3,776

As of December 31, 2018
Troubled debt restructuring:
Commercial mortgage loans	1	$	2,688	$	1,742

Table of Contents

Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment
(Dollars In Thousands)
As of March 31, 2019
Troubled debt restructuring:
Commercial mortgage loans —
$ —
$ —

As of December 31, 2018

Troubled debt restructuring:
Commercial mortgage loans 1
$ 2,688
$ 1,742

10.~~GOODWILL~~

~~The balance of goodwill for the Company as of March 31, 2019 was $825.5 million. There has been no change to goodwill during the three months ended March 31, 2019.~~

Accounting for goodwill requires an estimate of the future profitability of the associated lines of business to assess the recoverability of the capitalized acquisition goodwill. The Company evaluates the carrying value of goodwill at the segment (or reporting unit) level at least annually and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: 1) a significant adverse change in legal factors or in business climate, 2) unanticipated competition, or 3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company first determines through qualitative analysis whether relevant events and circumstances indicate that it is more likely than not that segment goodwill balances are impaired as of the testing date. If it is determined that it is more likely than not that impairment exists, the Company compares its estimate of the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The Company utilizes a fair value measurement (which includes a discounted cash flows analysis) to assess the carrying value of the reporting units in consideration of the recoverability of the goodwill balance assigned to each reporting unit as of the measurement date. The Company’s material goodwill balances are attributable to certain of its operating segments (which are each considered to be reporting units). The cash flows used to determine the fair value of the Company’s reporting units are dependent on a number of significant assumptions. The Company’s estimates, which consider a market participant view of fair value, are subject to change given the inherent uncertainty in predicting future results and cash flows, which are impacted by such things as policyholder behavior, competitor pricing, capital limitations, new product introductions, and specific industry and market conditions.

The balance recognized as goodwill is not amortized, but is reviewed for impairment on an annual basis, or more frequently as events or circumstances may warrant, including those circumstances which would more likely than not reduce the fair value of the Company’s reporting units below its carrying amount. During the fourth quarter of 2018, the Company performed its annual

qualitative evaluation of goodwill based on the circumstances that existed as of October 1, 2018, and determined that there was no indication that its segment goodwill was more likely than not impaired and no adjustment to impair goodwill was necessary. The Company has assessed whether events have occurred subsequent to October 1, 2018 that would impact the Company’s conclusion and no such events were identified. After consideration of applicable factors and circumstances noted as part of the annual assessment, the Company determined that no triggering events had occurred and it was more likely than not that the increase in the fair value of the reporting unit would exceed the increase in the carrying value of the reporting units.

During the three months ended March 31, 2019, the Company did not identify any events or circumstances which would indicate that the fair value of its operating segments would have declined below their book value, either individually or in the aggregate.

~~11.~~DEBT AND OTHER OBLIGATIONS

Under a revolving line of credit arrangement that was in effect until May 3, 2018 (the “2015 Credit Facility”), the Company had the ability to borrow on an unsecured basis up to an aggregate principal amount of $1.0 billion. The Company had the right in certain circumstances to request that the commitment under the 2015 Credit Facility be increased up to a maximum principal amount of $1.25 billion. Balances outstanding under the 2015 Credit Facility accrued interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of PLC’s Senior Debt, or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent’s Prime rate, (y) 0.50% above the Funds rate, or (z) the one-month LIBOR plus ~~1.00%~~1.0% and (B) a spread based on the ratings of PLC’s Senior Debt. The 2015 Credit Facility also provided for a facility fee at a rate that varies with the ratings of PLC’s Senior Debt and that is calculated on the aggregate amount of commitments under the 2015 Credit Facility, whether used or unused. The annual facility fee rate is 0.125% of the aggregate principal amount. The 2015 Credit Facility provides that PLC is liable for the full amount of any obligations for borrowings or letters of credit, including those of the Company, under the Credit Facility. The maturity date of the 2015 Credit Facility was February 2, 2020.

On May 3, 2018, the Company amended the 2015 Credit Facility (as amended, the “Credit Facility”). Under the Credit Facility, the Company has the ability to borrow on an unsecured basis up to an aggregate principal amount of $1.0 billion. The Company has the right in certain circumstances to request that the commitment under the Credit Facility be increased up to a maximum principal amount of $1.5 billion. Balances outstanding under the Credit Facility accrue interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of PLC’s Senior Debt, or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent’s Prime rate, (y) 0.50% above the Funds ~~rate,~~Rate, or (z) the one-month LIBOR plus ~~1.00%~~1.0% and (B) a spread based on the ratings of PLC’s Senior Debt. The Credit Facility also provided for a facility fee at a rate that varies with the ratings of PLC’s Senior Debt and that is calculated on the aggregate amount of commitments under the Credit Facility, whether used or unused. The annual facility fee rate is 0.125% of the aggregate principal amount. The Credit Facility provides that PLC is liable for the full amount of any obligations for borrowings or letters of credit, including those of the Company, under the Credit Facility. The maturity date of the Credit Facility is May 3, 2023. The Company is not aware of any non-compliance with the financial debt covenants of the Credit Facility as of ~~March 31,~~September 30, 2019. PLC had no0 outstanding balance as of ~~March 31,~~September 30, 2019.

During 2018, the Company issued $110.0 million of Subordinated Funding Obligations at a rate of 3.55% due 2038.

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Non-RecourseFunding Obligations

Non-recourse funding obligations outstanding as of ~~March 31,~~September 30, 2019, on a consolidated basis, are shown in the following table:


Issuer		Outstanding Principal		Carrying Value⁽¹⁾		Maturity Year	Year-to-Date Weighted-Avg Interest Rate		Issuer	Outstanding Principal		Carrying Value⁽¹⁾		Maturity Year	Year-to-Date Weighted-Avg Interest Rate
		(Dollars In Thousands)								(Dollars In Thousands)
Golden Gate Captive Insurance Company⁽²⁾⁽³⁾		$	1,843,000	$	1,843,000	2039	4.75	%	Golden Gate Captive Insurance Company⁽²⁾⁽³⁾	$	1,762,000	$	1,762,000	2039	4.75	%
Golden Gate II Captive Insurance Company		329,949		274,030		2052	4.88	%	Golden Gate II Captive Insurance Company	329,949		274,645		2052	5.02	%
Golden Gate V Vermont Captive Insurance Company⁽²⁾⁽³⁾		685,000		743,981		2037	5.12	%	Golden Gate V Vermont Captive Insurance Company⁽²⁾⁽³⁾	705,000		763,018		2037	5.12	%
MONY Life Insurance Company⁽³⁾		1,091		2,323		2024	6.19	%	MONY Life Insurance Company⁽³⁾	1,091		2,289		2024	6.19	%
Total		$	2,859,040	$	2,863,334				Total	$	2,798,040	$	2,801,952

(1) Carrying values include premiums and discounts and do not represent unpaid principal balances.	(1) Carrying values include premiums and discounts and do not represent unpaid principal balances.								(1) Carrying values include premiums and discounts and do not represent unpaid principal balances.
(2) Obligations are issued to non-consolidated subsidiaries of PLC. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of the Company.	(2) Obligations are issued to non-consolidated subsidiaries of PLC. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of the Company.								(2) Obligations are issued to non-consolidated subsidiaries of PLC. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of the Company.
(3) Fixed rate obligations.	(3) Fixed rate obligations.								(3) Fixed rate obligations.

Non-recourse funding obligations outstanding as of December 31, 2018, on a consolidated basis, are shown in the following table:


Issuer	Outstanding Principal		Carrying Value⁽¹⁾		Maturity Year	Year-to-Date Weighted-Avg Interest Rate
	(Dollars In Thousands)
Golden Gate Captive Insurance Company⁽²⁾⁽³⁾	$	1,883,000	$	1,883,000	2039	4.75	%
Golden Gate II Captive Insurance Company	329,949		273,535		2052	4.24	%
Golden Gate V Vermont Captive Insurance Company⁽²⁾⁽³⁾	670,000		729,454		2037	5.12	%
MONY Life Insurance Company⁽³⁾	1,091		2,340		2024	6.19	%
Total	$	2,884,040	$	2,888,329

(1) Carrying values include premiums and discounts and do not represent unpaid principal balances.
(2) Obligations are issued to non-consolidated subsidiaries of PLC. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of the Company.
(3) Fixed rate obligations.

Issuer Outstanding Principal
Carrying Value⁽¹⁾

Maturity
Year

Year-to-Date
Weighted-Avg
Interest Rate
(Dollars In Thousands)
Golden Gate Captive Insurance Company⁽²⁾⁽³⁾
$ 1,883,000
$ 1,883,000
2039 4.75 %
Golden Gate II Captive Insurance Company 329,949
273,535
2052 4.24 %
Golden Gate V Vermont Captive Insurance Company⁽²⁾⁽³⁾
670,000
729,454
2037 5.12 %
MONY Life Insurance Company⁽³⁾
1,091
2,340
2024 6.19 %
Total $ 2,884,040
$ 2,888,329

(1) Carrying values include premiums and discounts and do not represent unpaid principal balances.
(2) Obligations are issued to non-consolidated subsidiaries of PLC. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of the Company.
(3) Fixed rate obligations.

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Secured Financing Transactions

Repurchase Program Borrowings

While the Company anticipates that the cash flows of its operating subsidiaries will be sufficient to meet its investment commitments and operating cash needs in a normal credit market environment, the Company recognizes that investment commitments scheduled to be funded may, from time to time, exceed the funds then available. Therefore, the Company has established repurchase agreement programs for certain of its insurance subsidiaries to provide liquidity when needed. The Company expects that the rate received on its investments will equal or exceed its borrowing rate. Under this program, the Company may, from time to time, sell an investment security at a specific price and agree to repurchase that security at another specified price at a later date. These borrowings are typically for a term less than 90 days. The market value of securities to be repurchased is monitored and collateral levels are adjusted where appropriate to protect the counterparty against credit exposure. Cash received is invested in fixed maturity securities, and the agreements ~~provided~~provide for net settlement in the event of default or on termination of the agreements. As of ~~March 31,~~September 30, 2019, the fair value of securities pledged under the repurchase program was ~~$92.9~~$278.0 million, and the repurchase obligation of ~~$89.3~~$272.1 million was included in the Company’s consolidated condensed balance sheets (at an average borrowing rate of ~~254~~215 basis points). During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, the maximum balance outstanding at any one point in time related to these programs was ~~$473.3~~$540.0 million. The average daily balance was ~~$203.1~~$160.1 million (at an average borrowing rate of ~~249~~242 basis points) during the ~~three~~nine months ended ~~March 31,~~September 30, 2019.As ofDecember 31, 2018, the fair value of securities pledged under the repurchase program was $451.9 million, and the repurchase obligation of $418.1 million was included in the Company’s consolidated condensed balance sheets (at an average borrowing rate of 245 basis points). During 2018, the maximum balance outstanding at any one point in time related to these programs was $885.0 million. The average daily balance was $511.4 million (at an average borrowing rate of 184 basis points) during the year ended December 31, 2018.

Securities Lending

The Company participates in securities lending, primarily as an investment yield enhancement, whereby securities that are held as investments are loaned out to third parties for short periods of time. The Company requires initial collateral of 102% of the fair value of the loaned securities to be separately maintained. The loaned securities’ fair value is monitored on a daily basis. As of ~~March 31,~~September 30, 2019, securities with a fair value of ~~$89.0~~$76.7 million were loaned under this program. As collateral for the loaned securities, the Company receives cash and short-term investments, which is invested in collateralized short-term investments. These collateralized short-term investments are recorded in short-term investments with a corresponding liability recorded in secured financing liabilities to account for its obligation to return the collateral. As of ~~March 31,~~September 30, 2019, the fair value of the collateral related to this program was ~~$94.7~~$80.6 million and the Company has an obligation to return ~~$94.7~~$80.6 million of collateral to the securities borrowers.

The following table provides the amount by asset class of securities of collateral pledged for repurchase agreements and securities that have been loaned as part of securities lending transactions as of ~~March 31,~~September 30, 2019 and December 31, ~~2018:~~2018:

Repurchase Agreements, Securities Lending Transactions, and Repurchase-to-Maturity Transactions

Accounted for as Secured Borrowings


	Remaining Contractual Maturity of the Agreements
	As of September 30, 2019
	(Dollars In Thousands)
	Overnight and Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Repurchase agreements and repurchase-to-maturity transactions
U.S. Treasury and agency securities	$	265,684	$	12,357	$	—	$	—	$	278,041






Total repurchase agreements and repurchase-to-maturity transactions	265,684		12,357		—		—		278,041
Securities lending transactions



Corporate securities	65,547		—		—		—		65,547
Equity securities	10,266		—		—		—		10,266

Other government related securities	837		—		—		—		837

Total securities lending transactions	76,650		—		—		—		76,650
Total securities	$	342,334	$	12,357	$	—	$	—	$	354,691

Remaining Contractual Maturity of the Agreements
As of March 31, 2019
(Dollars In Thousands)

Overnight and
Continuous
Up to 30 days 30-90 days
Greater Than
90 days
Total
Repurchase agreements and repurchase-to-maturity transactions

U.S. Treasury and agency securities $ 83,512
$ 9,360
$ —
$ —
$ 92,872
Total repurchase agreements and repurchase-to-maturity transactions 83,512
9,360
—
—
92,872
Securities lending transactions
Corporate securities 87,234
—
—
—
87,234
Other government related securities 1,755
—
—
—
1,755
Total securities lending transactions 88,989
—
—
—
88,989
Total securities $ 172,501
$ 9,360
$ —
$ —
$ 181,861

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Repurchase Agreements, Securities Lending Transactions, and Repurchase-to-Maturity Transactions

Accounted for as Secured Borrowings


	Remaining Contractual Maturity of the Agreements
	As of December 31, 2018
	(Dollars In Thousands)
	Overnight and Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Repurchase agreements and repurchase-to-maturity transactions
U.S. Treasury and agency securities	$	433,182	$	18,713	$	—	$	—	$	451,895






Total repurchase agreements and repurchase-to-maturity transactions	433,182		18,713		—		—		451,895
Securities lending transactions



Fixed maturity securities	71,285		—		—		—		71,285
Equity securities	891		—		—		—		891



Total securities lending transactions	72,176		—		—		—		72,176
Total securities	$	505,358	$	18,713	$	—	$	—	$	524,071

Remaining Contractual Maturity of the Agreements
As of December 31, 2018
(Dollars In Thousands)

Overnight and
Continuous
Up to 30 days 30-90 days
Greater Than
90 days
Total
Repurchase agreements and repurchase-to-maturity transactions

U.S. Treasury and agency securities $ 433,182
$ 18,713
$ —
$ —
$ 451,895
Mortgage loans —
—
—
—
—
Total repurchase agreements and repurchase-to-maturity transactions 433,182
18,713
—
—
451,895
Securities lending transactions
Fixed maturity securities 71,285
—
—
—
71,285
Equity securities 891
—
—
—
891
Total securities lending transactions 72,176
—
—
—
72,176
Total securities $ 505,358
$ 18,713
$ —
$ —
$ 524,071

~~12.~~11.COMMITMENTS AND CONTINGENCIES

The Company leases administrative and marketing office space in approximately 1719 cities (excluding the home office building), as well as various office equipment. Most leases have terms ranging from ~~one~~1 year to ~~ten~~10 years. Leases with an initial term of 12 months or less are not recorded on the consolidated condensed balance sheet. The Company accounts for lease

components separately from non-lease components (e.g., common area maintenance). Certain of the Company’s lease agreements include options to renew at its discretion. Management has concluded that the Company is not reasonably certain to elect any of these renewal options. The Company will use the interest rates received on its funding agreement backed notes as the collateralized discount rate when calculating the present value of remaining lease payments when the rate implicit in the lease is unavailable. Additionally, the Company previously leased a building contiguous to its home office. The lease was renewed in December 2013 and was extended to December 2018. At the end of the lease term in December 2018, the Company purchased the building for approximately ~~$75~~$75.0 million. The building is recorded in property and equipment on the consolidated condensed balance sheet.

Under the insurance guaranty fund laws in most states, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. From time to time, companies may be asked to contribute amounts beyond prescribed limits. It is possible that the Company could be assessed with respect to product lines not offered by the Company. In addition, legislation may be introduced in various states with respect to guaranty fund assessment laws related to insurance products, including long term care insurance and other specialty products, that increases the cost of future assessments or alters future premium tax offsets received in connection with guaranty fund assessments. The Company cannot predict the amount, nature or timing of any future assessments or legislation, any of which could have a material and adverse impact on the Company’s financial condition or results of operations.

A number of civil jury verdicts have been returned against insurers, broker-dealers, and other providers of financial services involving sales, refund or claims practices, alleged agent misconduct, failure to properly supervise representatives, relationships with agents or persons with whom the insurer does business, and other matters. Often these lawsuits have resulted in the award of substantial judgments that are disproportionate to the actual damages, including material amounts of punitive and non-economic compensatory damages. In some states, juries, judges, and arbitrators have substantial discretion in awarding punitive and non-economic compensatory damages which creates the potential for unpredictable material adverse judgments or awards in any given lawsuit or arbitration. Arbitration awards are subject to very limited appellate review. In addition, in some class action and other lawsuits, companies have made material settlement payments. The financial services and insurance industries in particular are also sometimes the target of law enforcement and regulatory investigations relating to the numerous laws and regulations that govern such companies. Some companies have been the subject of law enforcement or regulatory actions or other actions resulting from such investigations. The Company, in the ordinary course of business, is involved in such matters.

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The Company establishes liabilities for litigation and regulatory actions when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no liability is established. For such matters, the Company may provide an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made. The Company reviews relevant information with respect to litigation and regulatory matters on a quarterly and annual basis and updates its established liabilities, disclosures and estimates of reasonably possible losses or range of loss based on such reviews.

The Company and certain of its insurance subsidiaries, as well as certain other insurance companies for which the Company has coinsured blocks of life insurance and annuity policies, are under audit for compliance with the unclaimed property laws of a number of states. The audits are being conducted on behalf of the treasury departments or unclaimed property administrators in such states. The focus of the audits is on whether there have been unreported deaths, maturities, or policies that have exceeded limiting age with respect to which death benefits or other payments under life insurance or annuity policies should be treated as unclaimed property that should be escheated to the state. The Company is presently unable to estimate the reasonably possible loss or range of loss that may result from the audits due to a number of factors, including ~~uncertainty as to the legal theory or theories that may give rise to liability,~~ the early stages of the audits being conducted, and uncertainty as to whether the Company or other companies are responsible for the liabilities, if any, arising in connection with certain co-insured policies. The Company will continue to monitor the matter for any developments that would make the loss contingency associated with the audits reasonably estimable.

The Company and certain of its insurance subsidiaries are under a targeted multi-state examination with respect to their claims paying practices and their use of the U.S. Social Security Administration’s Death Master File or similar databases (a “Death Database”) to identify unreported deaths in their life insurance policies, annuity contracts and retained asset accounts. There is no clear basis in previously existing law for requiring a life insurer to search for unreported deaths in order to determine whether a benefit is owed, and substantial legal authority exists to support the position that the prevailing industry practice was lawful. A number of life insurers, however, have entered into settlement or consent agreements with state insurance regulators under which the life insurers agreed to implement procedures for periodically comparing their life insurance and annuity contracts and retained asset accounts against a Death Database, treating confirmed deaths as giving rise to a death benefit under their policies, locating beneficiaries and paying them the benefits and interest, escheating the benefits and interest to the state if the beneficiary could not be found, and paying penalties to the state, if required. It has been publicly reported that the life insurers have paid administrative and/or examination fees to the insurance regulators in connection with the settlement or consent agreements. The Company believes that insurance regulators could demand from the Company administrative and/or examination fees relating to the targeted multi-state examination. Based on publicly reported payments by other life insurers, the Company does not believe such fees, if assessed, would have a material effect on its financial statements.

Advance Trust & Life Escrow Services, LTA, as Securities Intermediary of Life Partners Position Holder Trust v. Protective Life Insurance Company, Case No. 2:18-CV-01290, is a putative class action that was filed on August 13, 2018 in the United States District Court for the Northern District of Alabama. Plaintiff alleges that the Company required policyholders to pay unlawful and excessive cost of insurance charges. Plaintiff seeks to represent all owners of universal life and variable universal life policies issued or administered by the Company or its predecessors that provide that cost of insurance rates are to be determined based on expectations of future mortality experience. The plaintiff seeks class certification, compensatory damages, pre-judgment and post judgment interest, costs, and other unspecified relief. The Companyis vigorously defending this matter and cannot predict the outcome of or reasonably estimate the possible loss or range of loss that might result from this litigation.

Scottish Re (U.S.), Inc. ("SRUS") was placed in rehabilitation on March 6, 2019 by the State of Delaware. Under the related order, the Insurance Commissioner of the State of Delaware has been appointed the receiver of SRUS and provided with authority to conduct and continue the business of SRUS in the interest of its cedents, creditors, and stockholder. The order was accompanied by an injunction requiring the continued payment of reinsurance premiums to SRUS and temporarily prohibiting cedents, including the Company, from offsetting premiums payable against receivables from SRUS. On June 20, 2019, the Delaware Court of Chancery entered an order approving a Revised Offset Plan, which allows cedents, including the Company, to offset premiums under certain circumstances.

As of ~~March 31,~~September 30, 2019, the Company had outstanding claims receivable from SRUS of ~~$13.4~~$18.4 million, and other exposures associated with reinsurance receivables of approximately ~~$106.8~~$96.4 million and statutory reserve credit of approximately ~~$127.2~~$105.7 million. The Company continues to monitor ~~both the financial health of~~ SRUS and the actions of the receiver through discussions with legal counsel and review of publicly available information. However, management does not have ~~access to current~~sufficient information about the current assets or capital position of SRUS. Additionally, it is unclear how the rehabilitation process will proceed or whether or to what extent the ultimate outcome of the rehabilitation process will be unfavorable to the Company.

The Company considered whether the accrual of a loss contingency under FASB ASC Topic 450, Contingencies, was appropriate with respect to amounts receivable from SRUS for ceded claims and reserves as of ~~March 31,~~September 30, 2019. Due to the lack of sufficient information to support an analysis of SRUS's financial condition as of ~~March 31,~~September 30, 2019 and uncertainty regarding whether and to what extent the ultimate outcome of the rehabilitation process will result in an outcome unfavorable to the Company, management concluded that any possible impairment of its reinsurance receivables balance could not be reasonably estimated.

~~13.~~

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12.EMPLOYEE BENEFIT PLANS

Components of the net periodic benefit cost of PLC’s defined benefit pension plan for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018, are as follows:


	For The Three Months Ended September 30,														For The Nine Months Ended September 30,
	2019						2018						2019				2018
	Qualified Pension Plan		Nonqualified Excess Pension Plan		Qualified Pension Plan		Nonqualified Excess Pension Plan		Qualified Pension Plan		Nonqualified Excess Pension Plan		Qualified Pension Plan		Nonqualified Excess Pension Plan
	(Dollars In Thousands)
Service cost — benefits earned during the period	$	3,114	$	285	$	3,006	$	288	$	9,342	$	855	$	9,888	$	1,062
Interest cost on projected benefit obligation	2,778		371		2,577		359		8,334		1,113		7,371		1,077
Expected return on plan assets	(4,463)		—		(4,743)		—		(13,389)		—		(12,795)		—

Amortization of actuarial loss	—		74		—		196		—		222		—		726
Preliminary net periodic benefit cost	1,429		730		840		843		4,287		2,190		4,464		2,865
Settlement/curtailment expense	—		—		—		986		—		—		—		986
Total net periodic benefit costs	$	1,429	$	730	$	840	$	1,829	$	4,287	$	2,190	$	4,464	$	3,851

For The
Three Months Ended
March 31,
2019 2018
Qualified
Pension
Plan
Nonqualified
Excess
Pension Plan Qualified
Pension
Plan Nonqualified
Excess
Pension Plan
(Dollars In Thousands)
Service cost — benefits earned during the period $ 3,114
$ 285
$ 3,441
$ 387
Interest cost on projected benefit obligation 2,778
371
2,397
359
Expected return on plan assets (4,463 ) —
(4,026 ) —
Amortization of prior service cost —

—
—
Amortization of actuarial loss —
74
—
265
Total net periodic benefit costs $ 1,429
$ 730
$ 1,812
$ 1,011

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, PLC ~~did not make a contribution~~contributed $17.4 million to its defined benefit pension ~~plan.~~plan for the 2018 plan year. PLC will make contributions in future periods as necessary to at least satisfy minimum funding requirements, to maintain an adjusted funding target attainment percentage (“AFTAP”) of at least 80% and to avoid certain Pension Benefit Guaranty Corporation (“PBGC”) reporting triggers. PLC may also make additional discretionary contributions in excess of the contribution amounts established by the current funding policy.

~~14.~~

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13.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) (“AOCI”) as of ~~March 31,~~September 30, 2019 and December 31, 2018.

Changes in Accumulated Other Comprehensive Income (Loss) by Component


		Unrealized Gains and Losses on Investments⁽²⁾			Accumulated Gain and Loss Derivatives			Total Accumulated Other Comprehensive Income (Loss)				Unrealized Gains and Losses on Investments⁽²⁾		Accumulated Gain and Loss Derivatives		Total Accumulated Other Comprehensive Income (Loss)
		(Dollars In Thousands, Net of Tax)										(Dollars In Thousands, Net of Tax)
Balance, December 31, 2017		$	23,069		$	747		$	23,816		Balance, December 31, 2017	$	23,069	$	747	$	23,816
Other comprehensive income (loss) before reclassifications		(1,411,674		)	(1,884		)	(1,413,558		)	Other comprehensive income (loss) before reclassifications	(1,411,674)		(1,884)		(1,413,558)
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings		(20,751		)	—			(20,751		)	Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings	(20,751)		—		(20,751)
Amounts reclassified from accumulated other comprehensive income (loss)⁽¹⁾		15,699			1,130			16,829			Amounts reclassified from accumulated other comprehensive income (loss)⁽¹⁾	15,699		1,130		16,829
Cumulative effect adjustments		(10,552		)	—			(10,552		)	Cumulative effect adjustments	(10,552)		—		(10,552)
Balance, December 31, 2018		$	(1,404,209	)	$	(7	)	$	(1,404,216	)	Balance, December 31, 2018	$	(1,404,209)	$	(7)	$	(1,404,216)
Other comprehensive income (loss) before reclassifications		1,130,190			(1,966		)	1,128,224			Other comprehensive income (loss) before reclassifications	2,971,442		(8,116)		2,963,326
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings		8,792			—			8,792			Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings	4,308		—		4,308
Amounts reclassified from accumulated other comprehensive income (loss)⁽¹⁾		(1,576		)	220			(1,356		)	Amounts reclassified from accumulated other comprehensive income (loss)⁽¹⁾	(5,710)		1,075		(4,635)
Balance, March 31, 2019		$	(266,803	)	$	(1,753	)	$	(268,556	)

Balance, September 30, 2019											Balance, September 30, 2019	$	1,565,831	$	(7,048)	$	1,558,783

(1) See Reclassifications Out of Accumulated Other Comprehensive Income (Loss) table below for details.	(1) See Reclassifications Out of Accumulated Other Comprehensive Income (Loss) table below for details.										(1) See Reclassifications Out of Accumulated Other Comprehensive Income (Loss) table below for details.
(2) As of December 31, 2018 and March 31, 2019, net unrealized losses reported in AOCI were offset by $613.4 and $199.1 million, respectively, due to the impact those net unrealized losses would have had on certain of the Company’s insurance assets and liabilities if the net unrealized losses had been recognized in net income.
(2) As of December 31, 2018 and September 30, 2019, net unrealized losses reported in AOCI were offset by $613.4 million and $(837.6) million, respectively, due to the impact those net unrealized losses would have had on certain of the Company’s insurance assets and liabilities if the net unrealized losses had been recognized in net income.											(2) As of December 31, 2018 and September 30, 2019, net unrealized losses reported in AOCI were offset by $613.4 million and $(837.6) million, respectively, due to the impact those net unrealized losses would have had on certain of the Company’s insurance assets and liabilities if the net unrealized losses had been recognized in net income.

The following tables summarize the reclassifications amounts out of AOCI for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018.

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)


		For The Three Months Ended September 30,						For The Nine Months Ended September 30,
Gains (losses) in net income:	Affected Line Item in the Consolidated Condensed Statements of Income	2019		2018		2019		2018
		(Dollars In Thousands)

Derivative instruments	Benefits and settlement expenses, net of reinsurance ceded⁽¹⁾	$	(746)	$	(481)	$	(1,360)	$	(799)
	Tax (expense) benefit	157		101		285		168
		$	(589)	$	(380)	$	(1,075)	$	(631)

Unrealized gains and losses on available-for-sale securities	Realized investment gains (losses): All other investments	$	15,686	$	(2,018)	$	21,885	$	6,248
	Net impairment losses recognized in earnings	(10,818)		(14)		(14,658)		(3,664)
	Tax (expense) benefit	(1,022)		427		(1,517)		(542)
		$	3,846	$	(1,605)	$	5,710	$	2,042

(1) See Note 7, Derivative Financial Instruments for additional information

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For The Three
Months Ended
March 31,
Gains (losses) in net income: Affected Line Item in the
Consolidated Condensed Statements of Income 2019
2018
(Dollars In Thousands)

Derivative instruments
Benefits and settlement expenses, net of reinsurance ceded⁽¹⁾
$ (278 ) $ (113 )
Tax (expense) benefit 58
24
$ (220 ) $ (89 )

Unrealized gains and losses on available-for-sale securities Realized investment gains (losses): All other investments $ 5,137
$ 2,783
Net impairment losses recognized in earnings (3,142 ) (3,645 )
Tax (expense) benefit (419 ) 181
$ 1,576
$ (681 )

(1) See Note 7, Derivative Financial Instruments for additional information

~~15.~~14.INCOME TAXES

The Company used its respective estimates for its annual 2019 and 2018 incomes in computing its effective income tax rates for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018. ~~The estimates of the annual 2019 and 2018 income excluded unrealized gains and losses on equity securities due to an inability to forecast future gains and losses.~~ The effective tax rates for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018, were ~~19.6%~~20.6% and ~~16.7%~~19.2% and 17.5% and 16.3%, respectively.

~~There have been no material changes to~~A reconciliation of the ~~balance~~beginning and ending amount of unrecognized tax benefits ~~where~~is as follows:


	As of
	September 30, 2019		December 31, 2018
	(Dollars In Thousands)
Balance, beginning of period	$	7,134	$	11,353
Additions for tax positions of the current year	—		—
Additions for tax positions of prior years	—		—
Reductions of tax positions of prior years:
Changes in judgment	—		(4,219)
Settlements during the period	(5,343)		—
Lapses of applicable statute of limitations	—		—
Balance, end of period	$	1,791	$	7,134

Included in the ~~changes~~end of period balance above, as of September 30, 2019 and December 31, 2018, there were 0 unrecognized tax benefits for which the ultimate deductibility is certain but for which there is uncertainty about the timing of such deductions. Other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective income tax rate but would accelerate to an earlier period the payment of cash to the taxing authority. The total amount of unrecognized tax benefits, if recognized, that would affect the effective income tax rate is approximately $1.8 million and $7.1 million for the period ending September 30, 2019 and the year ending December 31, 2018, respectively.

Any accrued interest related to the unrecognized tax benefits and other accrued income taxes have been included in income tax expense. There were no amounts included in the period ending September 30, 2019 and the year ending December 31, 2018 as the parent company maintains responsibility for the interest on unrecognized tax benefits.

In April, 2019, the IRS proposed favorable and unfavorable adjustments to the Company’s 2014 through 2016 reported taxable income. The Company agreed to these adjustments. The resulting taxes have been settled, other than interest, and the settlement of interest will not materially impact ~~earnings, during~~ the ~~quarter ending March 31, 2019.~~ Company or its effective tax rate. This agreement with the IRS is the primary cause for the reductions of unrecognized tax benefits shown in the chart above.

The Company believes that in the next twelve months, none of the unrecognized tax benefits will be reduced.

InStatute of limitations for years before 2017 are still open but, in general, the Company is no longer subject to income tax examinations by taxing authorities for tax years that began before ~~2014.~~ 2017.

Due to IRS adjustments to the ~~Company’s~~Company's pre-2014 taxable income, the Company has amended certain of its 2003 through 2013 state income tax returns. Such amendments will cause such years to remain open, pending the ~~states’~~states' acceptances of the returns.

~~16.~~15.OPERATINGSEGMENTS

The Company has several operating segments, each having a strategic focus. An operating segment is distinguished by products, channels of distribution, and/or other strategic distinctions. The Company periodically evaluates its operating segments and makes adjustments to its segment reporting as needed. A brief description of each segment follows.

•The Life Marketing segment markets fixed universal life (“UL”), indexed universal life (“IUL”), variable universal life (“VUL”), bank-owned life insurance (“BOLI”), and level premium term insurance (“traditional”) products on a national basis primarily through networks of independent insurance agents and brokers, broker-dealers, financial institutions, independent marketing organizations, and affinity groups.

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•The Acquisitions segment focuses on acquiring, converting, and servicing policies and contracts acquired from other companies. The segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being ~~marketed. Therefore~~marketed, however, some recent acquisitions have included ongoing new business activities. Ongoing new product sales written by the Company from these acquisitions are included in the Life Marketing and/or Annuities segment. As a result, earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage unless new acquisitions are made.

•The Annuities segment markets fixed and VA products. These products are primarily sold through broker-dealers, financial institutions, and independent agents and brokers.

•The Stable Value Products segment sells fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. This segment also issues funding agreements to the FHLB, and markets guaranteed investment contracts (“GICs”) to 401(k) and other qualified retirement savings plans. The Company also has an unregistered funding agreement-backed notes program which provides for offers of notes to both domestic and international institutional investors.

•The Asset Protection segment markets extended service contracts, GAP products, credit life and disability insurance, and other specialized ancillary products to protect consumers’ investments in automobiles and recreational vehicles. GAP products are designed to cover the difference between the scheduled loan pay-off amount and an asset’s actual cash value in the case of a total loss. Each type of specialized ancillary product protects against damage or other loss to a particular aspect of the underlying asset.

•The Corporate and Other segment primarily consists of net investment income on assets supporting our equity capital, unallocated corporate overhead and expenses not attributable to the segments above. This segment includes earnings from several non-strategic or runoff lines of business, various financing and investment-related transactions, and the operations of several small subsidiaries.

The Company’s management and Board of Directors analyzes and assesses the operating performance of each segment using pre-tax adjusted operating income (loss) and after-tax adjusted operating income (loss). Consistent with GAAP accounting guidance for segment reporting, pre-tax adjusted operating income (loss) is the Company’s measure of segment performance. Pre-tax adjusted operating income (loss) is calculated by adjusting income (loss) before income tax, by excluding the following items:

•realized gains and losses on investments and derivatives,

•changes in the GLWB embedded derivatives exclusive of the portion attributable to the economic cost of the GLWB,

•actual GLWB incurred claims, and

•the amortization of deferred policy acquisition costs (“DAC”), value of business acquired (“VOBA”), and certain policy liabilities that is impacted by the exclusion of these items.

The items excluded from adjusted operating income (loss) are important to understanding the overall results of operations. Pre-tax adjusted operating income (loss) and after-tax adjusted operating income (loss) are not substitutes for income before income taxes or net income (loss), respectively. These measures may not be comparable to similarly titled measures reported by other companies. The Company believes that pre-tax and after-tax adjusted operating income (loss) enhances management’s and the

Board of Directors’ understanding of the ongoing operations, the underlying profitability of each segment, and helps facilitate the allocation of resources.

After-tax adjusted operating income (loss) is derived from pre-tax adjusted operating income (loss) with the inclusion of income tax expense or benefits associated with pre-tax adjusted operating income. Income tax expense or benefits is allocated to the items excluded from pre-tax adjusted operating income (loss) at the statutory federal income tax rate for the associated period. Income tax expense or benefits allocated to after-tax adjusted operating income (loss) can vary period to period based on changes in the Company’s effective income tax rate.

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In determining the components of the pre-tax adjusted operating income (loss) for each segment, premiums and policy fees, other income, benefits and settlement expenses, and amortization of DAC and VOBA are attributed directly to each operating segment. Net investment income is allocated based on directly related assets required for transacting the business of that segment. Realized investment gains (losses) and other operating expenses are allocated to the segments in a manner that most appropriately reflects the operations of that segment. Investments and other assets are allocated based on statutory policy liabilities net of associated statutory policy assets, while DAC/VOBA and goodwill are shown in the segments to which they are attributable.

There were no significant intersegment transactions during the three and nine months ended ~~March 31,~~September 30, 2019 and 2018.

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The following tables present a summary of results and reconciles pre-tax adjusted operating income (loss) to consolidated income before income tax and net income:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Revenues
Life Marketing	$	441,108	$	407,708	$	1,274,496	$	1,195,074
Acquisitions	859,524		581,054		2,136,497		1,469,787
Annuities	210,114		110,386		542,736		321,880
Stable Value Products	59,954		59,328		187,118		158,944
Asset Protection	88,696		90,926		266,345		266,747
Corporate and Other	22,597		20,561		90,083		90,686
Total revenues	$	1,681,993	$	1,269,963	$	4,497,275	$	3,503,118
Pre-tax Adjusted Operating Income (Loss)
Life Marketing	$	(24,669)	3,647		(22,481)		$	(18,326)
Acquisitions	103,210		93,648		247,932		208,206
Annuities	27,684		36,249		109,886		112,234
Stable Value Products	20,863		27,126		71,208		76,198
Asset Protection	9,637		7,051		26,945		16,991
Corporate and Other	(36,563)		(41,927)		(119,675)		(119,474)
Pre-tax adjusted operating income	100,162		125,794		313,815		275,829
Realized gains (losses) on investments and derivatives	139,679		(30,624)		288,476		(97,829)
Income before income tax	239,841		95,170		602,291		178,000
Income tax expense	(49,417)		(16,646)		(115,355)		(28,933)
Net income	$	190,424	$	78,524	$	486,936	$	149,067

Pre-tax adjusted operating income	$	100,162	$	125,794	$	313,815	$	275,829
Adjusted operating income tax expense	(20,085)		(23,077)		(54,775)		(49,477)
After-tax adjusted operating income	80,077		102,717		259,040		226,352
Realized gains (losses) on investments and derivatives	139,679		(30,624)		288,476		(97,829)
Income tax (expense) benefit on adjustments	(29,332)		6,431		(60,580)		20,544
Net income	$	190,424	$	78,524	$	486,936	$	149,067

Realized investment (losses) gains:
Derivative financial instruments	$	42,286	$	(26,710)	$	(86,288)	$	37,176
All other investments	88,217		(20,156)		317,254		(157,350)
Net impairment losses recognized in earnings	(10,818)		(14)		(14,658)		(3,664)
Less: related amortization⁽¹⁾	(6,205)		(5,859)		(37,406)		5,060
Less: VA GLWB economic cost	(13,789)		(10,397)		(34,762)		(31,069)
Realized gains (losses) on investments and derivatives	$	139,679	$	(30,624)	$	288,476	$	(97,829)

(1) Includes amortization of DAC/VOBA and benefits and settlement expenses that are impacted by realized gains (losses).

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For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Revenues

Life Marketing $ 424,979
$ 403,882
Acquisitions 609,942
379,094
Annuities 167,775
85,795
Stable Value Products 59,579
53,868
Asset Protection 88,741
87,691
Corporate and Other 29,335
53,181
Total revenues $ 1,380,351
$ 1,063,511
Pre-tax Adjusted Operating Income (Loss)

Life Marketing $ 1,807
(15,168 )
Acquisitions 74,912
55,520
Annuities 45,205
30,168
Stable Value Products 22,239
29,080
Asset Protection 8,849
4,299
Corporate and Other (44,206 ) (38,747 )
Pre-tax adjusted operating income 108,806
65,152
Realized (losses) gains on investments and derivatives 67,921
(43,216 )
Income before income tax 176,727
21,936
Income tax expense (34,629 ) (3,661 )
Net income $ 142,098
$ 18,275

Pre-tax adjusted operating income $ 108,806
$ 65,152
Adjusted operating income tax (expense) benefit (20,365 ) (12,736 )
After-tax adjusted operating income 88,441
52,416
Realized (losses) gains on investments and derivatives 67,921
(43,216 )
Income tax benefit (expense) on adjustments (14,264 ) 9,075
Net income $ 142,098
$ 18,275

Realized investment (losses) gains:
Derivative financial instruments $ (73,308 ) $ 46,826
All other investments 129,528
(87,551 )
Net impairment losses recognized in earnings (3,142 ) (3,645 )
Less: related amortization⁽¹⁾
(4,361 ) 9,156
Less: VA GLWB economic cost (10,482 ) (10,310 )
Realized (losses) gains on investments and derivatives $ 67,921
$ (43,216 )

(1) Includes amortization of DAC/VOBA and benefits and settlement expenses that are impacted by realized gains (losses).


	Operating Segment Assets
	As of September 30, 2019
	(Dollars In Thousands)
	Life Marketing		Acquisitions		Annuities		Stable Value Products
Investments and other assets	$	15,788,380	$	52,877,466	$	21,092,340	$	5,324,149
DAC and VOBA	1,467,866		885,600		895,121		6,019
Other intangibles	247,958		37,287		161,509		6,889
Goodwill	215,254		23,862		343,247		113,924
Total assets	$	17,719,458	$	53,824,215	$	22,492,217	$	5,450,981


	Asset Protection		Corporate and Other		Total Consolidated
Investments and other assets	$	866,349	$	17,928,512	$	113,877,196
DAC and VOBA	172,984		—		3,427,590
Other intangibles	114,703		27,473		595,819
Goodwill	129,224		—		825,511
Total assets	$	1,283,260	$	17,955,985	$	118,726,116


										Operating Segment Assets
	Operating Segment Assets As of March 31, 2019									As of December 31, 2018
	(Dollars In Thousands)									(Dollars In Thousands)
	Life Marketing		Acquisitions		Annuities		Stable Value Products			Life Marketing		Acquisitions		Annuities		Stable Value Products
Investments and other assets	$	15,077,156	$	31,805,017	$	20,597,864	$	5,401,470	Investments and other assets	$	14,607,822	$	31,859,520	$	20,160,279	$	5,107,334
DAC and VOBA	1,496,282		431,788		885,926		5,249		DAC and VOBA	1,499,386		458,977		889,697		6,121
Other intangibles	257,453		32,776		153,452		7,222		Other intangibles	262,181		31,975		156,785		7,389
Goodwill	215,254		23,862		343,247		113,924		Goodwill	215,254		23,862		343,247		113,924
Total assets	$	17,046,145	$	32,293,443	$	21,980,489	$	5,527,865	Total assets	$	16,584,643	$	32,374,334	$	21,550,008	$	5,234,768

Asset
Protection

Corporate
and Other

Total
Consolidated
Investments and other assets $ 832,407
$ 13,768,803
$ 87,482,717
DAC and VOBA 170,620
—
2,989,865
Other intangibles 120,046
30,097
601,046
Goodwill 129,224
—
825,511
Total assets $ 1,252,297
$ 13,798,900
$ 91,899,139

Operating Segment Assets
As of December 31, 2018
(Dollars In Thousands)

Life
Marketing
Acquisitions Annuities
Stable Value
Products
Investments and other assets $ 14,607,822
$ 31,859,520
$ 20,160,279
$ 5,107,334
DAC and VOBA 1,499,386
458,977
889,697
6,121
Other intangibles 262,181
31,975
156,785
7,389
Goodwill 215,254
23,862
343,247
113,924
Total assets $ 16,584,643
$ 32,374,334
$ 21,550,008
$ 5,234,768


	Asset Protection		Corporate and Other		Total Consolidated
Investments and other assets	$	827,416	$	12,356,003	$	84,918,374
DAC and VOBA	172,149		—		3,026,330
Other intangibles	122,590		31,934		612,854
Goodwill	129,224		—		825,511
Total assets	$	1,251,379	$	12,387,937	$	89,383,069

~~17.~~

16.SUBSEQUENT EVENTS

The Company has evaluated the effects of events subsequent to ~~March 31,~~September 30, 2019, and through the date wethe Company filed ~~our~~its consolidated condensed financial statements with the United States Securities and Exchange Commission. All accounting and disclosure requirements related to subsequent events are included in ~~our~~the Company's consolidated condensed financial statements.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated condensed financial statements included under Part I, Item 1, Financial Statements (Unaudited), of this Quarterly Report on Form 10-Q and our audited consolidated financial statements for the year ended December 31, 2018, included in our most recent Annual Report on Form 10-K.

For a more complete understanding of our business and current period results, please read the following MD&A in conjunction with our latest Annual Report on Form 10-K and other filings with the United States Securities and Exchange Commission (the “SEC”).

Certain reclassifications have been made in the previously reported financial statements and accompanying notes to make the prior period amounts comparable to those of the current period. Such reclassifications had no effect on previously reported net income or shareowner’s equity.

FORWARD-LOOKING STATEMENTS — CAUTIONARY LANGUAGE

This report reviews our financial condition and results of operations, including our liquidity and capital resources. Historical information is presented and discussed, and where appropriate, factors that may affect future financial performance are also identified and discussed. Certain statements made in this report include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate, or imply future results, performance, or achievements instead of historical facts and may contain words like “believe,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “will,” “shall,” “may,” and other words, phrases, or expressions with similar meaning. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the results contained in the forward-looking statements, and we cannot give assurances that such statements will prove to be correct. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise. For more information about the risks, uncertainties, and other factors that could affect our future results, please refer to Part ~~I, Item 2,~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part~~ II, Item 1A, Risk Factors, of this report, as well as Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

IMPORTANT INVESTOR INFORMATION

We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports as required. We are an electronic filer and the SEC maintains an internet site at http://www.sec.gov that contains our annual, quarterly, and current reports and other information filed electronically by the Company.

We make available through our website, http://www.protective.com, our annual reports on Form 10-K, Quarterly reports on Form 10-Q, Current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. The information found on our website is not part of this or any other report filed with or furnished to the SEC. We will furnish such documents to anyone who requests such copies in writing. Requests for copies should be directed to: Financial Information, Protective Life Corporation, P. O. Box 2606, Birmingham, Alabama 35202, Telephone (205) 268-3912, Fax (205) 268-3642.

We also make available to the public current information, including financial information, regarding the Company and our affiliates on the Financial Information page of our website, www.protective.com. We encourage investors, the media and others interested in us and our affiliates to review the information we post on our website. The information found on our website is not part of this or any other report filed with or furnished to the SEC.

OVERVIEW

Our Business

We are a wholly owned subsidiary of Protective Life Corporation (“PLC”). Founded in 1907, we are the largest operating subsidiary of PLC. On February 1, 2015, PLC became a wholly owned subsidiary of The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan (now known as Dai-ichi Life Holdings, Inc., “Dai-ichi Life”), when DL Investment (Delaware), Inc., a wholly owned subsidiary of Dai-ichi Life, merged with and into PLC. Prior to February 1, 2015, PLC’s stock was publicly traded on the New York Stock Exchange. Subsequent to the Merger, PLC and the Company remain SEC registrants for financial reporting purposes in the United States. We provide financial services through the production, distribution, and administration of insurance and investment products. Unless the context otherwise requires, the “Company,” “we,” “us,” or “our” refers to the consolidated group of Protective Life Insurance Company and our subsidiaries.

We have several operating segments, each having a strategic focus. An operating segment is distinguished by products, channels of distribution, and/or other strategic distinctions. We periodically evaluate our operating segments and make adjustments to our segment reporting as needed.

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Our operating segments are Life Marketing, Acquisitions, Annuities, Stable Value Products, and Asset Protection. We have an additional reporting segment referred to as Corporate and Other.

•Life Marketing- We market fixed universal life (“UL”), indexed universal life (“IUL”), variable universal life (“VUL”), bank-owned life insurance (“BOLI”), and level premium term insurance (“traditional”) products on a national basis primarily through networks of independent insurance agents and brokers, broker-dealers, financial institutions, independent distribution organizations, and affinity groups.

•Acquisitions - We focus on acquiring, converting, and/or servicing policies and contracts from other companies. This segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being ~~marketed. Therefore~~marketed, however, some recent acquisitions have included ongoing new business activities. Ongoing new product sales written by the Company from these acquisitions are included in the Life Marketing and/or Annuities segment. As a result, earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage unless new acquisitions are made.

•Annuities - We market fixed and variable annuity (“VA”) products. These products are primarily sold through broker-dealers, financial institutions, and independent agents and brokers.

•Stable Value Products - We sell fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. The segment also issues funding agreements to the Federal Home Loan Bank (“FHLB”), and markets guaranteed investment contracts (“GICs”) to 401(k) and other qualified retirement savings plans. We also have an unregistered funding agreement-backed notes program which provides for offers of notes to both domestic and international institutional investors.

•Asset Protection - We market extended service contracts, guaranteed asset protection (“GAP”) products, credit life and disability insurance, and other specialized ancillary products to protect consumers’ investments in automobiles and recreational vehicles. GAP products are designed to cover the difference between the scheduled loan pay-off amount and an asset’s actual cash value in the case of a total loss. Each type of specialized ancillary product protects against damage or other loss to a particular aspect of the underlying asset.

•Corporate and Other - This segment primarily consists of net investment income on assets supporting our equity capital, unallocated corporate overhead, and expenses not attributable to the segments above. This segment includes earnings from several non-strategic or runoff lines of business, financing and investment-related transactions, and the operations of several small subsidiaries.

RECENT SIGNIFICANT TRANSACTIONS

Great-West Life & Annuity Insurance Company

On January 23, 2019, we entered into a Master Transaction Agreement (the “GWL&A Master Transaction Agreement”) with Great-West Life & Annuity Insurance Company (“GWL&A”), Great-West Life & Annuity Insurance Company of New York (“GWL&A of NY”), The Canada Life Assurance Company (“CLAC”), and The Great-West Life Assurance Company (“GWL” and, together with GWL&A, GWL&A of NY, and CLAC, the “Sellers”), pursuant to which ~~the Company will acquire~~we acquired via reinsurance (the “Transaction”) substantially all of the Sellers’ individual life insurance and annuity business (the “Individual Life Business”).

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On June 3, 2019, the Company and PLAIC completed the Transaction (the “GWL&A Closing”). Pursuant to the GWL&A Master Transaction Agreement, the Company and Protective Life and Annuity Insurance Company (“PLAIC”), ~~will enter~~entered into reinsurance agreements (the “GWL&A Reinsurance Agreements”) and related ancillary documents at the ~~closing of the Transaction.~~GWL&A Closing. On the terms and subject to the conditions of the GWL&A Reinsurance Agreements, the Sellers ~~will cede~~ceded to the Company and PLAIC, effective as of the ~~closing~~date of the ~~Transaction,~~GWL&A Closing, substantially all of the insurance policies relating to the Individual Life Business. The aggregate ceding commission for the reinsurance of the Individual Life Business paid at the GWL&A Closing was $765.7 million, which amount is subject to adjustment in accordance with the GWL&A Master Transaction Agreement. All policies issued in states other than New York were ceded to the Company under reinsurance agreements between the applicable Seller and the Company, and all policies issued in New York were ceded to PLAIC under a reinsurance agreement between GWL&A of NY and PLAIC. The aggregate statutory reserves of the Sellers ceded to the Company and PLAIC as of the GWL&A Closing were approximately $20.4 billion, which amount was based on initial estimates and is subject to adjustment following the GWL&A Closing. To support its obligations under the GWL&A Reinsurance Agreements, the Company ~~will establish~~established trust accounts for the benefit of GWL&A, CLAC and GWL, and PLAIC ~~will establish~~established a trust account for the benefit of GWL&A of NY. The Sellers will retain a block of participating policies, which will be administered by PLC.

The Transaction is subject to the satisfaction or waiver of customary closing conditions, including regulatory approvals and the execution of the GWL&A Reinsurance Agreements and related ancillary documents.

RISKS AND UNCERTAINTIES

The factors which could affect our future results include, but are not limited to, general economic conditions and the following risks and uncertainties:

General

•exposure to risks related to natural and man-made disasters and catastrophes, such as diseases, epidemics, pandemics, malicious acts, cyber attacks, terrorist acts, and climate change, which could adversely affect our operations and results;

•a disruption or cyber attack affecting the electronic, communication and information technology systems or other technologies of the Company or those on whom the Company relies could adversely affect our business, financial condition, and results of operations;

•confidential information maintained in the systems of the Company or other parties upon which we rely could be compromised or misappropriated as a result of security breaches or other related lapses or incidents, damaging our business and reputation and adversely affecting our financial condition and results of operations;

•our results and financial condition may be negatively affected should actual experience differ from management’s models, assumptions, or estimates;

•we may not realize our anticipated financial results from our acquisitions strategy;

•we may experience competition in our acquisition segment;

•assets allocated to the MONY Closed Block benefit only the holders of certain policies; adverse performance of Closed Block assets or adverse experience of Closed Block liabilities may negatively affect us;

•we are dependent on the performance of others;

•our risk management policies, practices, and procedures could leave us exposed to unidentified or unanticipated risks, which could negatively affect our business or result in losses;

•our strategies for mitigating risks arising from our day-to-day operations may prove ineffective resulting in a material adverse effect on our results of operations and financial condition;

•events that damage our reputation or the reputation of our industry could adversely impact our business, results of operations, or financial condition;

•we may not be able to protect our intellectual property and may be subject to infringement claims;

•developments in technology may impact our business;

Financial Environment

•interest rate fluctuations and sustained periods of low or high interest rates could negatively affect our interest earnings and spread income, or otherwise impact our business;

•our investments are subject to market and credit risks, which could be heightened during periods of extreme volatility or disruption in financial and credit markets;

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•credit market volatility or disruption could adversely impact the Company’s financial condition or results from operations;

•disruption of the capital and credit markets could negatively affect the Company’s ability to meet its liquidity and financial needs;

•equity market volatility could negatively impact our business;

•our use of derivative financial instruments within our risk management strategy may not be effective or sufficient;

•our ability to grow depends in large part upon the continued availability of capital;

•we could be forced to sell investments at a loss to cover policyholder withdrawals;

•difficult general economic conditions could materially adversely affect our business and results of operations;

•we may be required to establish a valuation allowance against our deferred tax assets, which could have a material adverse effect on our results of operations, financial condition, and capital position;

•we could be adversely affected by an inability to access our credit facility;

•the amount of statutory capital or risk-based capital that we have and the amount of statutory capital or risk-based capital that we must hold to maintain our financial strength and credit ratings and meet other requirements can vary significantly from time to time and is sensitive to a number of factors outside of our control;

•we could be adversely affected by a ratings downgrade or other negative action by a rating organization;

•we could be adversely affected by an inability to access FHLB lending;

•our securities lending program may subject us to liquidity and other risks;

•our financial condition or results of operations could be adversely impacted if our assumptions regarding the fair value and future performance of our investments differ from actual experience;

•adverse actions of certain funds or their advisers could have a detrimental impact on our ability to sell our variable life and annuity products, or maintain current levels of assets in those products;

Industry and Regulation

•the business of our company is highly regulated and is subject to routine audits, examinations, and actions by regulators, law enforcement agencies, and self-regulatory organizations;

•we may be subject to regulations of, or regulations influenced by, international regulatory authorities or initiatives;

•NAIC actions, pronouncements and initiatives may affect our product profitability, reserve and capital requirements, financial condition or results of operations;

•our use of captive reinsurance companies to finance statutory reserves related to our term and universal life products and to reduce volatility affecting our variable annuity products, may be limited or adversely affected by regulatory action, pronouncements and interpretations;

•laws, regulations and initiatives related to unreported deaths and unclaimed property and death benefits may result in operational burdens, fines, unexpected payments or escheatments;

•we are subject to insurance guaranty fund laws, rules and regulations that could adversely affect our financial condition or results of operations;

•we are subject to insurable interest laws, rules and regulations that could adversely affect our financial condition or results of operations;

•the Healthcare Act and related regulations could adversely affect our results of operations or financial condition;

•laws, rules and regulations promulgated in connection with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely affect our results of operations or financial condition;

•new and amended regulations regarding the standard of care or standard of conduct applicable to investment professionals, insurance agencies, and financial institutions that recommend or sell annuities or life insurance products may have a material adverse impact on our ability to sell annuities and other products and to retain in-force business and on our financial condition or results of operations;

•we may be subject to regulation, investigations, enforcement actions, fines and penalties imposed by the SEC, FINRA and other federal and international regulators in connection with our business operations;

•changes to tax law, or interpretations of existing tax law could adversely affect our ability to compete with non-insurance products or reduce the demand for certain insurance products;

•financial services companies are frequently the targets of legal proceedings, including class action litigation, which could result in substantial judgments;

•the financial services and insurance industries are sometimes the target of law enforcement investigations and the focus of increased regulatory scrutiny;

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•new accounting rules, changes to existing accounting rules, or the grant of permitted accounting practices to competitors could negatively impact us;

•if our business does not perform well, we may be required to recognize an impairment of our goodwill and indefinite lived intangible assets which could adversely affect our results of operations or financial condition;

•use of reinsurance introduces variability in our statements of income;

•our reinsurers could fail to meet assumed obligations, increase rates, terminate agreements or be subject to adverse developments that could affect us;

•our policy claims fluctuate from period to period resulting in earnings volatility;

•we operate in a mature, highly competitive industry, which could limit our ability to gain or maintain our position in the industry and negatively affect profitability; and

•our ability to maintain competitive unit costs is dependent upon the level of new sales and persistency of existing business.

For more information about the risks, uncertainties, and other factors that could affect our future results, please see Part II, Item 1A, Risk Factorsof this report and Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES

Our accounting policies require the use of judgments relating to a variety of assumptions and estimates, including, but not limited to expectations of current and future mortality, morbidity, persistency, expenses, and interest rates, as well as expectations around the valuations of securities. Because of the inherent uncertainty when using the assumptions and estimates, the effect of certain accounting policies under different conditions or assumptions could be materially different from those reported in the consolidated condensed financial statements. For a complete listing of our critical accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2018.

RESULTS OF OPERATIONS

Our management and Board of Directors analyzes and assesses the operating performance of each segment using pre-tax adjusted operating income (loss) and after-tax adjusted operating income (loss). Consistent with GAAP accounting guidance for segment reporting, pre-tax adjusted operating income (loss) is our measure of segment performance. Pre-tax adjusted operating income (loss) is calculated by adjusting income (loss) before income tax, by excluding the following items:

•realized gains and losses on investments and derivatives,

•changes in the guaranteed living withdrawal benefits (“GLWB”) embedded derivatives exclusive of the portion attributable to the economic cost of the GLWB,

•actual GLWB incurred claims, and

•the amortization of deferred policy acquisition costs (“DAC”), value of business acquired (“VOBA”), and certain policy liabilities that is impacted by the exclusion of these items.

The items excluded from adjusted operating income (loss) are important to understanding the overall results of operations. Pre-tax adjusted operating income (loss) and after-tax adjusted operating income (loss) are not substitutes for income before income taxes or net income (loss), respectively. These measures may not be comparable to similarly titled measures reported by other companies. Our belief is that pre-tax and after-tax adjusted operating income (loss) enhances management’s and the Board of Directors’ understanding of the ongoing operations, the underlying profitability of each segment, and helps facilitate the allocation of resources.

In determining the components of the pre-tax adjusted operating income (loss) for each segment, premiums and policy fees, other income, benefits and settlement expenses, and amortization of DAC and VOBA are attributed directly to each operating segment. Net investment income is allocated based on directly related assets required for transacting the business of that segment. Realized investment gains (losses) and other operating expenses are allocated to the segments in a manner that most appropriately reflects the operations of that segment. Investments and other assets are allocated based on policy liabilities net of associated policy assets, while DAC/VOBA and goodwill are shown in the segments to which they are attributable.

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We periodically review and update as appropriate our key assumptions used to measure certain balances related to insurance products, including future mortality, expenses, lapses, premium persistency, benefit utilization, investment yields, interest rates, and separate account fund returns. Changes to these assumptions result in adjustments which increase or decrease DAC and VOBA amortization and/or benefits and expenses. Assumptions may be updated as part of our annual assumption review process, as well as during our quarterly update of historical business activity. This periodic review and updating of assumptions is collectively referred to as “unlocking”. When referring to unlocking the reference is to changes in all balance sheet components associated with these changes. The adjustments associated with unlocking can create significant variability from period to period in the profitability of certain of the Company’s operating segments.

The following table presents a summary of results and reconciles pre-tax adjusted operating income (loss) to consolidated income before income tax and net income:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
Pre-tax Adjusted Operating Income (Loss)
Life Marketing	$	(24,669)	$	3,647	$	(22,481)	$	(18,326)
Acquisitions	103,210		93,648		247,932		208,206
Annuities	27,684		36,249		109,886		112,234
Stable Value Products	20,863		27,126		71,208		76,198
Asset Protection	9,637		7,051		26,945		16,991
Corporate and Other	(36,563)		(41,927)		(119,675)		(119,474)
Pre-tax adjusted operating income	100,162		125,794		313,815		275,829
Realized gains (losses) on investments and derivatives	139,679		(30,624)		288,476		(97,829)
Income before income tax	239,841		95,170		602,291		178,000
Income tax expense	(49,417)		(16,646)		(115,355)		(28,933)
Net income	$	190,424	$	78,524	$	486,936	$	149,067

Pre-tax adjusted operating income	$	100,162	$	125,794	$	313,815	$	275,829
Adjusted operating income tax expense	(20,085)		(23,077)		(54,775)		(49,477)
After-tax adjusted operating income	80,077		102,717		259,040		226,352
Realized gains (losses) on investments and derivatives	139,679		(30,624)		288,476		(97,829)
Income tax (expense) benefit on adjustments	(29,332)		6,431		(60,580)		20,544
Net income	$	190,424	$	78,524	$	486,936	$	149,067

Realized investment gains (losses):
Derivative financial instruments	$	42,286	$	(26,710)	$	(86,288)	$	37,176
All other investments	88,217		(20,156)		317,254		(157,350)
Net impairment losses recognized in earnings	(10,818)		(14)		(14,658)		(3,664)
Less: related amortization⁽¹⁾	(6,205)		(5,859)		(37,406)		5,060
Less: VA GLWB economic cost	(13,789)		(10,397)		(34,762)		(31,069)
Realized gains (losses) on investments and derivatives	$	139,679	$	(30,624)	$	288,476	$	(97,829)

(1) Includes amortization of DAC/VOBA and benefits and settlement expenses that are impacted by realized gains (losses).

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For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Pre-tax Adjusted Operating Income (Loss)

Life Marketing $ 1,807
$ (15,168 )
Acquisitions 74,912
55,520
Annuities 45,205
30,168
Stable Value Products 22,239
29,080
Asset Protection 8,849
4,299
Corporate and Other (44,206 ) (38,747 )
Pre-tax adjusted operating income 108,806
65,152
Realized (losses) gains on investments and derivatives 67,921
(43,216 )
Income before income tax 176,727
21,936
Income tax expense (34,629 ) (3,661 )
Net income $ 142,098
$ 18,275

Pre-tax adjusted operating income $ 108,806
$ 65,152
Adjusted operating income tax (expense) benefit (20,365 ) (12,736 )
After-tax adjusted operating income 88,441
52,416
Realized (losses) gains on investments and derivatives 67,921
(43,216 )
Income tax benefit (expense) on adjustments (14,264 ) 9,075
Net income $ 142,098
$ 18,275

Realized investment (losses) gains:
Derivative financial instruments $ (73,308 ) $ 46,826
All other investments 129,528
(87,551 )
Net impairment losses recognized in earnings (3,142 ) (3,645 )
Less: related amortization⁽¹⁾
(4,361 ) 9,156
Less: VA GLWB economic cost (10,482 ) (10,310 )
Realized (losses) gains on investments and derivatives $ 67,921
$ (43,216 )

(1) Includes amortization of DAC/VOBA and benefits and settlement expenses that are impacted by realized gains (losses).
During the three months ended September 30, 2019, we completed our annual assumption review process related to certain insurance products. Through this process, we review key assumptions such as mortality, expenses, lapses, premium persistency, benefit utilization, investment yields, and separate account fund returns. Changes in these assumptions this quarter led to prospective unlocking which reduced pre-tax adjusted operating income and income before income tax for the three month period by $35.8 million and $26.2 million, respectively. The primary drivers of the reduction to pre-tax adjusted operating income was the revision of our assumptions related to investment yields and lapses. The impact reported in realized gains (losses) on investments and derivatives was $6.5 million and resulted primarily from updates to lapse and benefit utilization assumptions in our VA and FIA product lines.

When calculating the reinvestment rate for the investment yield assumption, we assumed a starting and ultimate 10 year and 30 year Treasury rate of 2.2% and 2.6%, respectively. We assumed a starting 10 and 30 year credit spread of 123 basis points and 141 basis points, respectively. The starting credit spread assumption stays level for 5 years and grades to an ultimate 10 year and 30 year credit spread of 158 basis points and 188 basis points, respectively, based upon a historical average in years 6-10 of the projection.

For The Three Months Ended ~~March 31,~~September 30, 2019 as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Net income for the three months ended ~~March 31,~~September 30, 2019 included a ~~$43.6~~$25.6 million, or ~~67.0%~~20.4%, ~~increase~~decrease in pre-tax adjusted operating income. The ~~increase~~decrease consisted of a ~~$19.4~~$28.3 million ~~increase in the Acquisition segment, a $17.0 million increase~~decrease in the Life Marketing segment, a ~~$15.0 million increase in the Annuities segment and a $4.5 million increase in the Asset Protection~~

~~segment. These increases were partially offset by a $6.8~~$6.3 million decrease in the Stable Value Products segment, and a ~~$5.5~~$8.6 million decrease in the Annuities segment. These decreases were partially offset by a $5.4 million increase in the Corporate and Other segment, a $9.6 million increase in the Acquisition segment, and a $2.6 million increase in the Asset Protection segment.

Net realized gains on investments and derivatives for the three months ended ~~March 31,~~September 30, 2019 was ~~$67.9~~$139.7 million as compared to net realized losses of ~~$43.2~~$30.6 million for the three months ended ~~March 31,~~September 30, 2018.

•Life Marketing segment pre-tax adjusted operating ~~income~~loss was ~~$1.8~~$24.7 million for the three months ended ~~March 31,~~September 30, 2019, representing ~~an increase~~a decrease of ~~$17.0~~$28.3 million from the three months ended ~~March 31,~~September 30, 2018. The ~~increase~~decrease was primarily due to ~~lower claims and higher premiums in~~ the ~~traditional life block. Traditional life claims were approximately $5.9~~impact of unlocking. The segment recorded an unfavorable $30.6 million ~~lower~~of unlocking for the three months ended ~~March 31,~~September 30, 2019, ~~when~~as compared to an unfavorable $6.9 million of unlocking for the three months ended ~~March 31,~~September 30, 2018. The unlocking in 2019 was primarily driven by a reduction in assumed interest rates.

•Acquisitions segment pre-tax adjusted operating income was ~~$74.9~~$103.2 million for the three months ended ~~March 31,~~September 30, 2019, an increase of ~~$19.4~~$9.6 million as compared to the three months ended ~~March 31,~~September 30, 2018, primarily due to the favorable impact of ~~$19.8~~$29.8 million from the ~~Liberty~~GWL&A reinsurance transaction, ~~completed on May 1, 2018,~~ partly offset by the expected runoff of the in-force blocks of business. For the three months ended September 30, 2019, the segment recorded unfavorable unlocking of $13.3 million as compared to favorable unlocking of $0.5 million for the three months ended September 30, 2018.

•Annuities segment pre-tax adjusted operating income was ~~$45.2~~$27.7 million for the three months ended ~~March 31,~~September 30, 2019, as compared to ~~$30.2~~$36.2 million for the three months ended ~~March 31,~~September 30, 2018, ~~an increase~~a decrease of ~~$15.0~~$8.6 million, or ~~49.8%~~23.6%. This variance was primarily the result of ~~favorable unlocking, increased~~decreased interest spreads, higher operating expenses, and ~~a favorable~~an unfavorable change in guaranteed benefit reserves, partially offset by a ~~decline~~favorable change in ~~variable annuities (“VA”) fee income.~~unlocking. Segment results were ~~positively~~negatively impacted by ~~$7.7 million of favorable unlocking for the three months ended March 31, 2019, as compared to $5.2~~$3.8 million of unfavorable unlocking for the three months ended ~~March 31,~~September 30, 2019, as compared to $4.8 million of unfavorable unlocking for the three months ended September 30, 2018.

•Stable Value segment pre-tax adjusted operating income was ~~$22.2~~$20.9 million, ~~and decreased $6.8~~a decrease of $6.3 million, or ~~23.5%~~23.1%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. The decrease in pre-tax adjusted operating income primarily resulted from lower participating mortgage income ~~in addition to lower interest spreads driven by~~and higher credited ~~rates on newly issued contracts.~~interest. Participating mortgage income for the three months ended ~~March 31,~~September 30, 2019, was ~~$0.8~~$3.7 million as compared to ~~$6.9~~$9.0 million for the three months ended ~~March 31,~~September 30, 2018. The adjusted operating spread, which excludes participating income, decreased by 3020 basis points for the three months ended ~~March 31,~~September 30, 2019, from the prior year, due primarily to an increase in credited interest.

•Asset Protection segment pre-tax adjusted operating income was ~~$8.8~~$9.6 million, representing an increase of ~~$4.5~~$2.6 million, or ~~105.8%~~36.7%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. Earnings from the GAP product line increased ~~$2.7~~$2.2 million due to lower ~~losses.~~loss ratios. Service contract earnings increased ~~$1.4~~$0.4 million primarily due to higher investment income. ~~Credit~~Earnings from the credit insurance ~~earnings increased $0.4 million primarily due~~product line was flat to ~~lower expenses.~~the prior year.

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•The Corporate and Other segment pre-tax adjusted operating loss was ~~$44.2~~$36.6 million for the three months ended ~~March 31,~~September 30, 2019, as compared to a pre-tax adjusted operating loss of ~~$38.7~~$41.9 million for the three months ended ~~March 31,~~September 30, 2018. The decreased operating loss was primarily due to a decrease in corporate overhead expenses, partially offset by a decrease in investment income due to an increase in investment expenses.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Net income for the nine months ended September 30, 2019 included a $38.0 million, or 13.8%, increase in pre-tax adjusted operating income. The increase consisted of a $39.7 million increase in the Acquisition segment and a $10.0 million increase in the Asset Protection segment. These increases were partially offset by a $0.2 million decrease in the Corporate and Other segment, a $4.2 million decrease in the Life Marketing segment, a $2.3 million decrease in the Annuities segment, and a $5.0 million decrease in the Stable Value Products,

Net realized gains on investments and derivatives for the nine months ended September 30, 2019 was $288.5 million as compared to net realized losses of $97.8 million for the nine months ended September 30, 2018.

•Life Marketing segment pre-tax adjusted operating loss was $22.5 million for the nine months ended September 30, 2019, representing an increase of $4.2 million from the nine months ended September 30, 2018. The increase in operating loss was primarily due to higher claims and the impact of unlocking in the universal life block, offset by higher investment income and lower expenses in the universal life block and lower claims in the traditional life block. The segment recorded an unfavorable $29.2 million of unlocking for the nine months ended September 30, 2019, as compared to an unfavorable $19.8 million of unlocking for the nine months ended September 30, 2018.

•Acquisitions segment pre-tax adjusted operating income was $247.9 million for the nine months ended September 30, 2019, an increase of $39.7 million as compared to the nine months ended September 30, 2018, primarily due to the addition of the Liberty reinsurance transaction. The Liberty reinsurance transaction added $75.4 million of pre-tax adjusted operating income for the nine months ended September 30, 2019, an increase of $42.3 million as compared to the nine months ended September 30, 2018. In addition, the GWL&A reinsurance transaction added $25.9 million of pre-tax adjusted operating income for the nine months ended September 30, 2019. This was partly offset by the expected runoff of the in-force blocks of business. For the nine months ended September 30, 2019, the segment recorded unfavorable unlocking of $7.2 million as compared to favorable prospective unlocking of $0.4 million for the nine months ended September 30, 2018.

•Annuities segment pre-tax adjusted operating income was $109.9 million for the nine months ended September 30, 2019, as compared to $112.2 million for the nine months ended September 30, 2018, a decrease of $2.3 million, or 2.1%. This variance was primarily the result of favorable unlocking and increased interest spreads, partially offset by a decline in VA fee income, higher operating expenses, and an unfavorable change in single premium immediate annuities ("SPIA") mortality. Segment results were positively impacted by $3.9 million of favorable unlocking for the nine months ended September 30, 2019, as compared to $11.7 million of unfavorable unlocking for the nine months ended September 30, 2018.

•Stable Value segment pre-tax adjusted operating income was $71.2 million, a decrease of $5.0 million, or 6.5%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. The decrease in pre-tax adjusted operating income primarily resulted from lower participation income and higher credited interest. Participating mortgage income for the nine months ended September 30, 2019, was $15.2 million as compared to $20.9 million for the nine months ended September 30, 2018. The adjusted operating spread, which excludes participating income, decreased by 20 basis points for the nine months ended September 30, 2019, from the prior year, due primarily to an increase in credited interest.

•Asset Protection segment pre-tax adjusted operating income was $26.9 million, representing an increase of $10.0 million, or 58.6%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. Earnings from the GAP product line increased $6.3 million due to lower loss ratios. Service contract earnings increased $3.3 million primarily due to higher administrative fees and investment income. Earnings from the credit insurance product line increased $0.3 million primarily due to higher administrative fee income and lower expenses.

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•The Corporate and Other segment pre-tax adjusted operating loss was $119.7 million for the nine months ended September 30, 2019, as compared to a pre-tax adjusted operating loss of $119.5 million for the nine months ended September 30, 2018. The increased operating loss was primarily due to a decrease in investment income due to decreased invested asset balances and increased investment expenses and a decrease in other income, partially offset by decreased operating expenses.

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Life Marketing

Segment Results of Operations

Segment results were as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	495,262	$	422,430	$	1,476,149	$	1,416,241
Reinsurance ceded	(202,520)		(144,607)		(631,907)		(630,736)
Net premiums and policy fees	292,742		277,823		844,242		785,505
Net investment income	143,908		137,204		426,226		412,013
Other income	720		566		2,186		2,418
Total operating revenues	437,370		415,593		1,272,654		1,199,936
Realized investment gains (losses)	3,738		(7,885)		1,842		(4,862)
Total revenues	441,108		407,708		1,274,496		1,195,074
BENEFITS AND EXPENSES
Benefits and settlement expenses	392,652		383,653		1,136,676		1,081,769
Amortization of DAC/VOBA	55,928		16,776		116,474		82,222
Other operating expenses	13,459		11,517		41,985		54,271
Operating benefits and settlement expenses	462,039		411,946		1,295,135		1,218,262
Benefits and settlement expenses related to realized gains (losses)	4,766		(5,721)		(2,138)		(2,335)
Amortization of DAC/VOBA related to realized gains (losses)	341		819		2,096		1,205
Total benefits and expenses	467,146		407,044		1,295,093		1,217,132
INCOME (LOSS) BEFORE INCOME TAX	(26,038)		664		(20,597)		(22,058)
Less: realized gains (losses)	3,738		(7,885)		1,842		(4,862)
Less: related benefits and settlement expenses	(4,766)		5,721		2,138		2,335
Less: related amortization of DAC/VOBA	(341)		(819)		(2,096)		(1,205)
PRE-TAX ADJUSTED OPERATING INCOME (LOSS)	$	(24,669)	$	3,647	$	(22,481)	$	(18,326)

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Gross premiums and policy fees $ 488,105
$ 487,950
Reinsurance ceded (208,409 ) (220,022 )
Net premiums and policy fees 279,696
267,928
Net investment income 139,154
135,374
Other income 684
857
Total operating revenues 419,534
404,159
Realized investment gains (losses) 5,445
(277 )
Total revenues 424,979
403,882
BENEFITS AND EXPENSES

Benefits and settlement expenses 369,096
361,151
Amortization of DAC/VOBA 32,019
31,654
Other operating expenses 16,612
26,522
Operating benefits and settlement expenses 417,727
419,327
Amortization related to benefits and settlement expenses 172
3,418
Amortization of DAC/VOBA related to realized gains (losses) - investments 1,348
(94 )
Total benefits and expenses 419,247
422,651
INCOME (LOSS) BEFORE INCOME TAX 5,732
(18,769 )
Less: realized gains (losses) 5,445
(277 )
Less: amortization related to benefits and settlement expenses (172 ) (3,418 )
Less: related amortization of DAC/VOBA (1,348 ) 94
PRE-TAX ADJUSTED OPERATING INCOME (LOSS) $ 1,807
$ (15,168 )

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The following table summarizes key data for the Life Marketing segment:


	For The Three Months Ended March 31,					For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018			2019		2018		2019		2018
	(Dollars In Thousands)					(Dollars In Thousands)
Sales By Product⁽¹⁾					Sales By Product⁽¹⁾
Traditional life	$	14,145	$	12,592	Traditional life	$	19,106	$	13,034	$	57,315	$	39,184
Universal life	28,097		29,759		Universal life	18,009		30,712		63,053		92,348

	$	42,242	$	42,351		$	37,115	$	43,746	$	120,368	$	131,532
Sales By Distribution Channel					Sales By Distribution Channel
Traditional brokerage	$	27,279	$	33,810	Traditional brokerage	$	22,550	$	35,813	$	76,698	$	107,386
Institutional	12,865		6,310		Institutional	12,645		5,881		37,646		17,603
Direct	2,098		2,231		Direct	1,920		2,052		6,024		6,543
	$	42,242	$	42,351		$	37,115	$	43,746	$	120,368	$	131,532
Average Life Insurance In-force⁽²⁾					Average Life Insurance In-force⁽²⁾
Traditional	$	357,069,540	$	345,308,377	Traditional	$	360,112,093	$	352,442,802	$	358,590,816	$	348,875,590
Universal life	285,422,652		272,872,804		Universal life	288,396,760		280,352,234		286,909,706		276,612,519
	$	642,492,192	$	618,181,181		$	648,508,853	$	632,795,036	$	645,500,522	$	625,488,109
Average Account Values					Average Account Values
Universal life	$	7,794,474	$	7,716,915	Universal life	$	7,803,697	$	7,765,543	$	7,799,086	$	7,741,229
Variable universal life	743,377		767,121		Variable universal life	802,244		786,953		772,810		777,037
	$	8,537,851	$	8,484,036		$	8,605,941	$	8,552,496	$	8,571,896	$	8,518,266

(1) Sales data for traditional life insurance is based on annualized premiums. Universal life sales are based on annualized planned premiums, or “target” premiums if lesser, plus 6% of amounts received in excess of target premiums and 10% of single premiums. “Target” premiums for universal life are those premiums upon which full first year commissions are paid.	(1) Sales data for traditional life insurance is based on annualized premiums. Universal life sales are based on annualized planned premiums, or “target” premiums if lesser, plus 6% of amounts received in excess of target premiums and 10% of single premiums. “Target” premiums for universal life are those premiums upon which full first year commissions are paid.				(1) Sales data for traditional life insurance is based on annualized premiums. Universal life sales are based on annualized planned premiums, or “target” premiums if lesser, plus 6% of amounts received in excess of target premiums and 10% of single premiums. “Target” premiums for universal life are those premiums upon which full first year commissions are paid.
(2) Amounts are not adjusted for reinsurance ceded.	(2) Amounts are not adjusted for reinsurance ceded.				(2) Amounts are not adjusted for reinsurance ceded.

Operating expenses detail

Other operating expenses for the segment were as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
First year commissions	$	38,877	$	48,673	$	121,541	$	148,275
Renewal commissions	10,131		9,455		29,831		29,971
First year ceding allowances	(185)		(273)		(591)		(499)
Renewal ceding allowances	(51,422)		(47,509)		(144,519)		(126,167)
General & administrative	59,087		54,178		168,737		166,629
Taxes, licenses, and fees	9,857		9,173		29,492		29,023
Other operating expenses incurred	66,345		73,697		204,491		247,232
Less: commissions, allowances & expenses capitalized	(52,885)		(62,180)		(162,506)		(192,961)
Other operating expenses	$	13,460	$	11,517	$	41,985	$	54,271

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For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
First year commissions $ 44,072
$ 48,352
Renewal commissions 9,928
9,829
First year ceding allowances (171 ) (132 )
Renewal ceding allowances (44,957 ) (34,775 )
General & administrative 55,484
55,865
Taxes, licenses, and fees 9,838
10,546
Other operating expenses incurred 74,194
89,685
Less: commissions, allowances & expenses capitalized (57,582 ) (63,163 )
Other operating expenses $ 16,612
$ 26,522

For The Three Months Ended ~~March 31,~~September 30, 2019, as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Pre-tax adjusted operating income (loss)

Pre-tax adjusted operating ~~income~~loss was ~~$1.8~~$24.7 million for the three months ended ~~March 31,~~September 30, 2019, representing ~~an increase~~a decrease of ~~$17.0~~$28.3 million from the three months ended ~~March 31,~~September 30, 2018. The ~~increase~~decrease was primarily due to ~~lower claims and higher premiums~~

in the ~~traditional life block. Traditional life claims were approximately $5.9~~impact of unlocking.The segment recorded an unfavorable $30.6 million ~~lower~~of unlocking for the three months ended ~~March 31,~~September 30, 2019, ~~when~~as compared to an unfavorable $6.9 million of unlocking for the three months ended ~~March 31,~~September 30, 2018. The unlocking in 2019 was primarily driven by a reduction in assumed interest rates.

Operating revenues

Total operating revenues for the three months ended ~~March 31,~~September 30, 2019, increased ~~$15.4~~$21.8 million, or ~~3.8%~~5.2%, as compared to the three months ended ~~March 31,~~September 30, 2018. This increase was driven by higher ~~traditional life~~ premiums ~~for the three months ended March 31, 2019 when compared to the three months ended March 31, 2018. Additionally,~~and policy fees and higher investment income increased $3.8 million for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, driven by higher universal life investment income of $3.7 million, due to growth in reserves in the block.income.

Net premiums and policy fees

Net premiums and policy fees increased by ~~$11.8~~$14.9 million, or ~~4.4%~~5.4%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, ~~due to~~driven by higher net premiums in the traditional life ~~net premiums for the three months ended March 31, 2019 when compared to the three months ended March 31, 2018.~~block.

Net investment income

Net investment income in the segment increased ~~$3.8~~$6.7 million, or ~~2.8%~~4.9%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, driven by higher universal life investment income of ~~$3.7~~$7.0 million, due to growth in reserves in the ~~block.~~block and higher yield.

Other income

Other income remained consistent for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018.

Benefits and settlement expenses

Benefits and settlement expenses increased by ~~$7.9~~$9.0 million, or ~~2.2%~~2.3%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, driven by an increase in ~~universal life~~ reserves, partly offset by unlocking. For the three months ended ~~March 31,~~September 30, 2019, universal life unlocking ~~decreased~~increased policy benefits and settlement expenses ~~$3.1~~$5.4 million, as compared to an increase of ~~$3.8~~$ 12.2 million for the three months ended ~~March 31,~~September 30, 2018.

Amortization of DAC/VOBA

DAC/VOBA amortization increased ~~$0.4~~$39.2 million ~~or 1.2%,~~ for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, primarily due to higher amortization ~~mostly offset by~~in the traditional life block and unlocking in the universal life block. For the three months ended ~~March 31,~~September 30, 2019, universal life unlocking ~~decreased~~increased amortization ~~$1.5~~$25.2 million, as compared to ~~an increase~~a decrease of ~~$4.2~~$5.3 million for the three months ended ~~March 31,~~September 30, 2018.

Other operating expenses

Other operating expenses ~~decreased $9.9~~increased $1.9 million for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. This increase was driven by higher new business costs after capitalization and higher general and administrative expenses, offset by higher ceded allowances and lower commissions.

Sales

Sales for the segment decreased $6.6 million for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to lower sales in the universal life block, partly offset by higher sales in the traditional life block. The change between products was due to a shift in sales from products within the universal life block to new term life products.

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For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Pre-tax adjusted operating income (loss)

Pre-tax adjusted operating loss was $22.5 million for the nine months ended September 30, 2019, representing an increase of $4.2 million from the nine months ended September 30, 2018. The increase in the operating loss was primarily due to higher claims and the impact of unlocking in the universal life block, offset by higher investment income and lower expenses in the universal life block and lower claims in the traditional life block. The segment recorded an unfavorable $29.2 million of unlocking for the nine months ended September 30, 2019, as compared to an unfavorable $19.8 million of unlocking for the nine months ended September 30, 2018.

Operating revenues

Total operating revenues for the nine months ended September 30, 2019, increased $72.7 million, or 6.1%, as compared to the nine months ended September 30, 2018. This increase was driven by higher premiums and policy fees and investment income.

Net premiums and policy fees

Net premiums and policy fees increased by $58.7 million, or 7.5%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, driven by higher net premiums in the traditional life block.

Net investment income

Net investment income in the segment increased $14.2 million, or 3.4%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, driven by higher universal life investment income of $14.7 million, due to growth in reserves in the block and higher yield.

Other income

Other income remained consistent for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018.

Benefits and settlement expenses

Benefits and settlement expenses increased by $54.9 million, or 5.1%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, driven by an increase in reserves and higher universal life claims, partly offset by lower traditional life claims and universal life unlocking. For the nine months ended September 30, 2019, universal life unlocking decreased policy benefits and settlement expenses $4.3 million, as compared to an increase of $ 20.1 million for the nine months ended September 30, 2018.

Amortization of DAC/VOBA

DAC/VOBA amortization increased $34.3 million, or 41.7%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, primarily due to unlocking in the universal life block. For the nine months ended September 30, 2019, universal life unlocking increased amortization $25.0 million, as compared to a decrease of $0.3 million for the nine months ended September 30, 2018.

Other operating expenses

Other operating expenses decreased $12.3 million for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. This decrease was primarily driven by higher ceding allowances and lower commissions, partly offset by higher new business costs after capitalization.

Sales

Sales for the segment decreased ~~$0.1~~$11.2 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to lower sales in the universal life block, offset by higher sales in the traditional life ~~sales.~~block. The change between products was due to a shift in sales focus from ~~a product~~products within the universal life block to a new term life ~~product.~~products.

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Reinsurance

Currently, the Life Marketing segment reinsures significant amounts of its life insurance in-force. Pursuant to the underlying reinsurance contracts, reinsurers pay allowances to the segment as a percentage of both first year and renewal premiums. Reinsurance allowances represent the amount the reinsurer is willing to pay for reimbursement of acquisition costs incurred by the direct writer of the business. A portion of reinsurance allowances received is deferred as part of DAC and a portion is recognized immediately as a reduction of other operating expenses. As the non-deferred portion of allowances reduces operating expenses in the period received, these amounts represent a net increase to adjusted operating income during that period.

Reinsurance allowances do not affect the methodology used to amortize DAC or the period over which such DAC is amortized. However, they do affect the amounts recognized as DAC amortization. DAC on universal life-type, limited-payment long duration, and investment contracts business is amortized based on the estimated gross profits of the policies in-force. Reinsurance allowances are considered in the determination of estimated gross profits, and therefore, impact DAC amortization on these lines of business. Deferred reinsurance allowances on level term business are recorded as ceded DAC, which is amortized over estimated ceded premiums of the policies in-force. Thus, deferred reinsurance allowances may impact DAC amortization. A more detailed discussion of the components of reinsurance can be found in the Reinsurance section of Note 2, Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Impact of reinsurance

Reinsurance impacted the Life Marketing segment line items as shown in the following table:

Life Marketing Segment

Line Item Impact of Reinsurance


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Reinsurance ceded	$	(202,520)	$	(144,607)	$	(631,907)	$	(630,736)
BENEFITS AND EXPENSES
Benefits and settlement expenses	(141,679)		(131,528)		(484,139)		(579,246)
Amortization of DAC/VOBA	(1,613)		(1,409)		(3,841)		(4,120)
Other operating expenses⁽¹⁾	(50,192)		(45,570)		(140,353)		(121,420)
Total benefits and expenses	(193,484)		(178,507)		(628,333)		(704,786)

NET IMPACT OF REINSURANCE	$	(9,036)	$	33,900	$	(3,574)	$	74,050

Allowances received	$	(51,607)	$	(47,782)	$	(145,110)	$	(126,666)
Less: Amount deferred	1,415		2,212		4,757		5,246
Allowances recognized (ceded other operating expenses)⁽¹⁾	$	(50,192)	$	(45,570)	$	(140,353)	$	(121,420)

(1) Other operating expenses ceded per the income statement are equal to reinsurance allowances recognized after capitalization.

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Reinsurance ceded $ (208,409 ) $ (220,022 )
BENEFITS AND EXPENSES

Benefits and settlement expenses (168,095 ) (233,138 )
Amortization of DAC/VOBA (1,165 ) (1,323 )
Other operating expenses⁽¹⁾
(43,418 ) (33,476 )
Total benefits and expenses (212,678 ) (267,937 )

NET IMPACT OF REINSURANCE $ 4,269
$ 47,915

Allowances received $ (45,128 ) $ (34,908 )
Less: Amount deferred 1,710
1,432
Allowances recognized (ceded other operating expenses)⁽¹⁾
$ (43,418 ) $ (33,476 )

(1) Other operating expenses ceded per the income statement are equal to reinsurance allowances recognized after capitalization.

The table above does not reflect the impact of reinsurance on our net investment income. By ceding business to the assuming companies, we forgo investment income on the reserves ceded. Conversely, the assuming companies will receive investment income on the reserves assumed, which will increase the assuming companies’ profitability on the business that we cede. The net investment income impact to us and the assuming companies has not been quantified. The impact of including foregone investment income would be to substantially reduce the favorable net impact of reinsurance reflected above. We estimate that the impact of foregone investment income would be to reduce the net impact of reinsurance presented in the table above by 265% to ~~308%~~310%. The Life Marketing segment’s reinsurance programs do not materially impact the other income line of our income statement.

Table of Contents

As shown above, reinsurance generally has a favorable impact on the Life Marketing segment’s operating income results. The impact of reinsurance is largely due to our quota share coinsurance program in place prior to mid-2005. Under that program, generally 90% of the segment’s traditional new business was ceded to reinsurers. Since mid-2005, a much smaller percentage of overall term business has been ceded due to a change in reinsurance strategy on traditional business. In addition, since 2012, a much smaller percentage of the segment’s new universal life business has been ceded. As a result of that change, the relative impact of reinsurance on the Life Marketing segment’s overall results is expected to decrease over time. While the significance of reinsurance is expected to decline over time, the overall impact of reinsurance for a given period may fluctuate due to variations in mortality and the unlocking of balances.

For The Three Months Ended ~~March 31,~~September 30, 2019, as compared to The Three Months Ended ~~March 31,~~September 30, 2018

The ~~lower~~higher ceded premium and policy fees for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, was caused primarily by higher ceded traditional life premiums of $48.9 million and higher ceded universal life policy fees of $9.1 million.

Ceded benefits and settlement expenses were higher for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to higher traditional life ceded reserves, partly offset by lower universal life ceded reserves and ceded claims. Traditional life ceded reserves were $63.8 million higher and universal life ceded claims were $16.3 million lower, as compared to the three months ended September 30, 2018.Universal life ceded reserves were also $38.0 million lower, as compared to the three months ended September 30, 2018, due in part to unlocking.

Ceded amortization of DAC and VOBA increased slightly for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018.

Ceded other operating expenses increased for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to higher ceding allowances on the traditional life block. Ceded other operating expenses reflect the impact of reinsurance allowances, net of amounts deferred.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

The higher ceded premium and policy fees for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, was caused primarily by higher cededuniversal life policy fees of $20.7 million, mostly offset by lower ceded traditional life premiums of ~~$25.2 million, partially offset by higher universal life policy fees of $13.6~~$19.6 million.

Ceded benefits and settlement expenses were lower for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to lower ceded claims. Universal life and traditional life ceded claims were ~~$5.4~~$37.0 million ~~lower~~ and ~~$57.0~~$54.0 million lower, respectively, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Ceded amortization of DAC and VOBA decreased slightly for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Ceded other operating expenses increased for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to higher ceding allowances on the universal life block and a settlement in the prior year that reduced traditional life ceding allowances by approximately $6.2 million. Ceded other operating expenses reflect the impact of reinsurance allowances, net of amounts deferred.

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Acquisitions

Segment Results of Operations

Segment results were as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	413,045	$	332,863	$	1,069,932	$	922,260
Reinsurance ceded	(63,778)		(75,743)		(193,999)		(231,988)
Net premiums and policy fees	349,267		257,120		875,933		690,272
Net investment income	426,510		323,117		1,106,782		785,579
Realized investment gains (losses)	(3,300)		—		(3,300)		—
Other income	37,317		3,225		68,997		10,143
Total operating revenues	809,794		583,462		2,048,412		1,485,994
Realized investment gains (losses)	49,730		(2,408)		88,085		(16,207)
Total revenues	859,524		581,054		2,136,497		1,469,787
BENEFITS AND EXPENSES
Benefits and settlement expenses	629,922		452,324		1,615,121		1,174,632
Amortization of VOBA	6,133		(2,627)		16,641		(1,309)
Other operating expenses	70,529		40,117		168,718		104,465
Operating benefits and expenses	706,584		489,814		1,800,480		1,277,788
Benefits and settlement expenses related to realized gains (losses)	4,927		2,015		9,370		7,545
Amortization of VOBA related to realized gains (losses)	1,255		(93)		1,708		312
Total benefits and expenses	712,766		491,736		1,811,558		1,285,645
INCOME BEFORE INCOME TAX	146,758		89,318		324,939		184,142
Less: realized gains (losses)	49,730		(2,408)		88,085		(16,207)
Less: related benefits and settlement expenses	(4,927)		(2,015)		(9,370)		(7,545)
Less: related amortization of VOBA	(1,255)		93		(1,708)		(312)
PRE-TAX ADJUSTED OPERATING INCOME	$	103,210	$	93,648	$	247,932	$	208,206

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Gross premiums and policy fees $ 323,372
$ 276,789
Reinsurance ceded (60,932 ) (77,652 )
Net premiums and policy fees 262,440
199,137
Net investment income 324,511
183,597
Other income 3,768
3,589
Total operating revenues 590,719
386,323
Realized investment gains (losses) 19,223
(7,229 )
Total revenues 609,942
379,094
BENEFITS AND EXPENSES

Benefits and settlement expenses 476,657
306,094
Amortization of VOBA (1,470 ) (1,174 )
Other operating expenses 40,620
25,883
Operating benefits and expenses 515,807
330,803
Amortization related to benefits and settlement expenses 2,163
1,164
Amortization of VOBA related to realized gains (losses) - investments 394
(457 )
Total benefits and expenses 518,364
331,510
INCOME BEFORE INCOME TAX 91,578
47,584
Less: realized gains (losses) 19,223
(7,229 )
Less: amortization related to benefits and settlement expenses (2,163 ) (1,164 )
Less: related amortization of VOBA (394 ) 457
PRE-TAX ADJUSTED OPERATING INCOME $ 74,912
$ 55,520

Table of Contents

The following table summarizes key data for the Acquisitions segment:


	For The Three Months Ended September 30,									For The Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars In Thousands)
Average Life Insurance In-Force⁽¹⁾
Traditional	$	264,696,924		$	233,481,851		$	243,981,484		$	225,828,144
Universal life	68,517,839			32,702,123			50,120,940			29,450,423
	$	333,214,763		$	266,183,974		$	294,102,424		$	255,278,567
Average Account Values
Universal life	$	16,867,238		$	8,173,378		$	12,439,589		$	6,164,475
Fixed annuity⁽²⁾	12,586,009			11,884,932			12,119,198			7,716,996
Variable annuity	1,109,578			1,197,979			1,099,226			1,197,039
	$	30,562,825		$	21,256,289		$	25,658,013		$	15,078,510
Interest Spread - Fixed Annuities
Net investment income yield	4.45		%	4.23		%	4.37		%	4.15		%
Interest credited to policyholders	3.85		%	3.53		%	3.53		%	3.47		%
Interest spread⁽³⁾	0.60		%	0.70		%	0.84		%	0.68		%

(1) Amounts are not adjusted for reinsurance ceded.
(2) Includes general account balances held within variable annuity products and is net of coinsurance ceded.
(3) Earned rates exclude portfolios supporting modified coinsurance and crediting rates exclude 100% cessions.

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Average Life Insurance In-Force⁽¹⁾

Traditional $ 224,558,834
$ 218,130,008
Universal life 31,826,162
26,216,455
$ 256,384,996
$ 244,346,463
Average Account Values

Universal life $ 8,009,880
$ 4,160,089
Fixed annuity⁽²⁾
11,650,096
3,545,506
Variable annuity 1,067,411
1,205,383
$ 20,727,387
$ 8,910,978
Interest Spread - Fixed Annuities

Net investment income yield 4.28 % 4.14 %
Interest credited to policyholders 3.55 % 3.24 %
Interest spread⁽³⁾
0.73 % 0.90 %

(1) Amounts are not adjusted for reinsurance ceded.
(2) Includes general account balances held within variable annuity products and is net of coinsurance ceded.
(3) Earned rates exclude portfolios supporting modified coinsurance and crediting rates exclude 100% cessions.

For The Three Months Ended ~~March 31,~~September 30, 2019 as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was ~~$74.9~~$103.2 million for the three months ended ~~March 31,~~September 30, 2019, an increase of ~~$19.4~~$9.6 million as compared to the three months ended ~~March 31,~~September 30, 2018, primarily due to the favorable impact of ~~$19.8~~$29.8 million from the ~~Liberty~~GWL&A reinsurance transaction, ~~completed on May 1, 2018,~~ partly offset by the expected runoff of the other in-force blocks of business. For the three months ended September 30, 2019, the segment recorded unfavorable unlocking of $13.3 million as compared to favorable unlocking of $0.5 million for the three months ended September 30, 2018.

Operating revenues

Net premiums and policy fees increased ~~$63.3~~$92.1 million, or ~~31.8%~~35.8%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, primarily due to the premiums associated with the GWL&A reinsurance transactions more than offsetting the expected runoff of the in-force blocks of business. Net investment income increased $103.4 million, or 32.0%, for the three months ended September 30, 2019, primarily due to the $104.1 million impact of the GWL&A transaction, partly offset by the expected runoff of the other in-force blocks of business.

Total benefits and expenses

Total benefits and expenses increased $221.0 million, or 44.9%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. The increase was primarily due to the GWL&A reinsurance transaction, which increased benefits and expenses $208.5 million, as well as higher amortization of VOBA in the other in-force blocks of business.

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For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was $247.9 million for the nine months ended September 30, 2019, an increase of $39.7 million as compared to the nine months ended September 30, 2018, primarily due to the addition of the Liberty reinsurance transaction. The Liberty reinsurance transaction added $75.4 million of pre-tax adjusted operating income for the nine months ended September 30, 2019, an increase of $42.3 million as compared to the nine months ended September 30, 2018. In addition, the GWL&A reinsurance transaction added $25.9 million of pre-tax adjusted operating income for the nine months ended September 30, 2019. This was partly offset by the expected runoff of the other in-force blocks of business. For the nine months ended September 30, 2019, the segment recorded unfavorable unlocking of $7.2 million as compared to unfavorable unlocking of $0.4 million for the nine months ended September 30, 2018.

Operating revenues

Net premiums and policy fees increased $185.7 million, or 26.9%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, primarily due to the premiums associated with the Liberty and GWL&A reinsurance transaction more than offsetting the expected runoff of the in-force blocks of business. Net investment income increased ~~$140.9~~$321.2 million, or ~~76.8%~~40.9%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, primarily due to the ~~$144.3~~addition of the Liberty reinsurance transaction and the $138.0 million impact of the ~~Liberty~~GWL&A reinsurance transaction, partly offset by the expected runoff of the other in-force blocks of business.

Total benefits and expenses

Total benefits and expenses increased ~~$186.9~~$525.9 million, or ~~56.4%~~40.9%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The increase was primarily due to the ~~Liberty~~GWL&A reinsurance transaction, which increased benefits and expenses ~~$200.5 million.~~$278.5 million, as well as the addition of four more months of Liberty business in 2019. This was partly offset by the expected runoff of the other in-force blocks of business.

Reinsurance

The Acquisitions segment currently reinsures portions of both its life and annuity in-force. The cost of reinsurance to the segment is reflected in the chart shown below. A more detailed discussion of the components of reinsurance can be found in the Reinsurance section of Note 2, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Impact of reinsurance

Reinsurance impacted the Acquisitions segment line items as shown in the following table:

Acquisitions Segment

Line Item Impact of Reinsurance


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Reinsurance ceded	$	(63,778)	$	(75,743)	$	(193,999)	$	(231,988)
BENEFITS AND EXPENSES
Benefits and settlement expenses	(54,216)		(52,497)		(170,467)		(192,117)
Amortization of VOBA	(494)		(138)		(763)		(513)
Other operating expenses	(8,143)		(8,994)		(23,892)		(26,488)
Total benefits and expenses	(62,853)		(61,629)		(195,122)		(219,118)

NET IMPACT OF REINSURANCE⁽¹⁾	$	(925)	$	(14,114)	$	1,123	$	(12,870)

(1) Assumes no investment income on reinsurance. Foregone investment income would substantially reduce the favorable impact of reinsurance.

Table of Contents

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Reinsurance ceded $ (60,932 ) $ (77,652 )
BENEFITS AND EXPENSES

Benefits and settlement expenses (59,469 ) (83,031 )
Amortization of VOBA (124 ) (201 )
Other operating expenses (7,552 ) (8,814 )
Total benefits and expenses (67,145 ) (92,046 )

NET IMPACT OF REINSURANCE⁽¹⁾
$ 6,213
$ 14,394

(1) Assumes no investment income on reinsurance. Foregone investment income would substantially reduce the favorable impact of reinsurance.

The segment’s reinsurance programs do not materially impact the other income line of our income statement. In addition, net investment income generally has no direct impact on reinsurance cost. However, by ceding business to the assuming companies, we forgo investment income on the reserves ceded to the assuming companies. Conversely, the assuming companies will receive investment income on the reserves assumed which will increase the assuming companies’ profitability on business assumed from the Company. For business ceded under modified coinsurance arrangements, the amount of investment income attributable to the assuming company is included as part of the overall change in policy reserves and, as such, is reflected in benefit and settlement expenses. The net investment income impact to us and the assuming companies has not been quantified as it is not fully reflected in our consolidated financial statements.

The net impact of reinsurance was ~~less~~more favorable by ~~$8.2~~$13.2 million for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018, primarily due to lower ceded revenues and higher ceded benefits and expenses. For the three months ended September 30, 2019, ceded revenues decreased by $12.0 million, while ceded benefits and expenses increased by $1.2 million.

The net impact of reinsurance was more favorable by $14.0 million for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, primarily due to lower ceded revenues partly offset by lower ceded ~~revenue.~~benefits and expenses. For the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ceded revenues decreased by ~~$16.7~~$38.0 million, while ceded benefits and expenses decreased by ~~$24.9~~$24.0 million.

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Annuities

Segment Results of Operations

Segment results were as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	35,228	$	35,462	$	103,303	$	112,210
Reinsurance ceded	(18,250)		(18,799)		(54,220)		(57,471)
Net premiums and policy fees	16,978		16,663		49,083		54,739
Net investment income	91,410		84,623		271,560		248,086
Realized investment gains (losses)	(10,489)		(10,397)		(31,462)		(31,069)
Other income	41,130		41,658		119,898		125,104
Total operating revenues	139,029		132,547		409,079		396,860
Realized investment gains (losses)	71,085		(22,161)		133,657		(74,980)
Total revenues	210,114		110,386		542,736		321,880
BENEFITS AND EXPENSES
Benefits and settlement expenses	70,548		54,229		187,110		158,014
Amortization of DAC/VOBA	1,697		6,004		(3,101)		14,936
Other operating expenses	39,100		36,065		115,184		111,676
Operating benefits and expenses	111,345		96,298		299,193		284,626
Benefits and settlement expenses related to realized gains (losses)	3,195		778		9,556		1,306
Amortization of DAC/VOBA related to realized gains (losses)	(20,689)		(3,657)		(57,998)		(2,973)
Total benefits and expenses	93,851		93,419		250,751		282,959
INCOME BEFORE INCOME TAX	116,263		16,967		291,985		38,921
Less: realized investment gains (losses)	71,085		(22,161)		133,657		(74,980)
Less: related benefits and settlement expenses	(3,195)		(778)		(9,556)		(1,306)
Less: related amortization of DAC/VOBA	20,689		3,657		57,998		2,973
PRE-TAX ADJUSTED OPERATING INCOME	$	27,684	$	36,249	$	109,886	$	112,234

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Gross premiums and policy fees $ 33,430
$ 38,644
Reinsurance ceded (18,015 ) (19,455 )
Net premiums and policy fees 15,415
19,189
Net investment income 91,744
80,706
Realized investment gains (losses) (10,482 ) (10,310 )
Other income 38,728
42,045
Total operating revenues 135,405
131,630
Realized investment gains (losses) 32,370
(45,835 )
Total revenues 167,775
85,795
BENEFITS AND EXPENSES

Benefits and settlement expenses 58,681
57,200
Amortization of DAC/VOBA (6,197 ) 6,367
Other operating expenses 37,716
37,895
Operating benefits and expenses 90,200
101,462
Amortization related to benefits and settlement expenses 3,784
(77 )
Amortization of DAC/VOBA related to realized gains (losses) - investments (12,222 ) 5,202
Total benefits and expenses 81,762
106,587
INCOME BEFORE INCOME TAX 86,013
(20,792 )
Less: realized investment gains (losses) 32,370
(45,835 )
Less: amortization related to benefits and settlement expenses (3,784 ) 77
Less: related amortization of DAC/VOBA 12,222
(5,202 )
PRE-TAX ADJUSTED OPERATING INCOME $ 45,205
$ 30,168

Table of Contents

The following tables summarize key data for the Annuities segment:


	For The Three Months Ended September 30,									For The Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars In Thousands)
Sales⁽¹⁾
Fixed annuity	$	433,850		$	513,990		$	1,392,044		$	1,597,767
Variable annuity	53,832			69,125			163,179			230,144
	$	487,682		$	583,115		$	1,555,223		$	1,827,911
Average Account Values
Fixed annuity⁽²⁾	$	9,970,444		$	9,198,082		$	9,737,304		$	8,882,096
Variable annuity	12,053,880			12,891,627			12,069,246			12,977,629
	$	22,024,324		$	22,089,709		$	21,806,550		$	21,859,725
Interest Spread - Fixed Annuities⁽³⁾
Net investment income yield	3.59		%	3.59		%	3.65		%	3.63		%
Interest credited to policyholders	2.62			2.44			2.54			2.49
Interest spread	0.97		%	1.15		%	1.11		%	1.14		%

(1) Sales are measured based on the amount of purchase payments received less surrenders occurring within twelve months of the purchase payments.
(2) Includes general account balances held within VA products.
(3) Interest spread on average general account values.

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Sales⁽¹⁾

Fixed annuity $ 332,578
$ 418,642
Variable annuity 45,333
88,886
$ 377,911
$ 507,528
Average Account Values

Fixed annuity⁽²⁾
$ 9,531,961
$ 8,580,851
Variable annuity 11,963,395
13,153,489
$ 21,495,356
$ 21,734,340
Interest Spread - Fixed Annuities⁽³⁾

Net investment income yield 3.78 % 3.65 %
Interest credited to policyholders 2.46
2.51
Interest spread 1.32 % 1.14 %

(1) Sales are measured based on the amount of purchase payments received less surrenders occurring within twelve months of the purchase payments.
(2) Includes general account balances held within VA products.
(3) Interest spread on average general account values.


	As of
	September 30, 2019		December 31, 2018
	(Dollars In Thousands)
GMDB - Net amount at risk⁽¹⁾	$	83,055	$	152,047
GMDB Reserves	27,278		29,619
GLWB and GMAB Reserves	217,757		43,307
Account value subject to GLWB rider	8,322,876		8,399,300
GLWB Benefit Base	9,972,087		10,265,545
GMAB Benefit Base	—		1,238
S&P 500® Index	2,977		2,507

(1) Guaranteed benefits in excess of contract holder account balance.

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Derivatives related to VA contracts:

Interest rate futures $ (6,022 ) $ (16,892 )
Equity futures 29,738
(6,428 )
Currency futures 2,244
(7,583 )
Equity options (71,695 ) 12,016
Interest rate swaptions —
(14 )
Interest rate swaps 74,861
(63,710 )
Total return swaps (40,027 ) 6,490
Embedded derivative - GLWB⁽¹⁾
(33,387 ) 21,473
Funds withheld derivative 61,777
(7,957 )
Total derivatives related to VA contracts 17,489
(62,605 )
Derivatives related to FIA contracts:

Embedded derivative (38,814 ) 11,330
Equity futures (429 ) (161 )
Equity options 42,050
(4,669 )
Total derivatives related to FIA contracts 2,807
6,500
Other 35
—
VA GLWB economic cost⁽²⁾
10,482
10,310
Realized gains (losses) - derivatives, net of economic cost $ 30,813
$ (45,795 )

(1) Includes impact of nonperformance risk of $6.8 million for the three months ended March 31, 2019 and $(7.3) million for the three months ended March 31, 2018.
(2) Economic cost is the long-term expected average cost of providing the product benefit over the life of the policy based on product pricing assumptions. These include assumptions about the economic/market environment, and elective and non-elective policy owner behavior (e.g. lapses, withdrawal timing, mortality, etc.).

As of
March 31, 2019 December 31, 2018
(Dollars In Thousands)
GMDB - Net amount at risk⁽¹⁾
$ 84,725
$ 152,047
GMDB Reserves 27,255
29,619
GLWB and GMAB Reserves 76,694
43,307
Account value subject to GLWB rider 8,634,151
8,399,300
GLWB Benefit Base 10,198,754
10,265,545
GMAB Benefit Base 566
1,238
S&P 500® Index 2,834
2,507

(1) Guaranteed benefits in excess of contract holder account balance.

For The Three Months Ended ~~March 31,~~September 30, 2019 as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was was $27.7 million for the three months ended September 30, 2019, as compared to $36.2 million for the three months ended September 30, 2018, a decrease of $8.6 million, or 23.6%. This variance was primarily the result of decreased interest spreads, higher operating expenses, and an unfavorable change in guaranteed benefit reserves, partially offset by a favorable change in unlocking. Segment results were negatively impacted by $3.8 million of unfavorable unlocking for the three months ended September 30, 2019, as compared to $4.8 million of unfavorable unlocking for the three months ended September 30, 2018.

Operating revenues

Segment operating revenues increased $6.5 million, or 4.9%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to higher investment income, partially offset by lower VA fee income. The higher investment income related to growth in fixed account values and lower VA fee income related to a decline in variable account values. Average fixed account balances increased 8.4% and average variable account balances decreased 6.5% for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018.

Table of Contents

Benefits and settlement expenses

Benefits and settlement expenses increased $16.3 million, or 30.1%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. This increase was primarily the result of higher credited interest, unfavorable unlocking, and an unfavorable change in guaranteed benefit reserves. Included in benefits and settlement expenses was $6.5 million of unfavorable unlocking for the three months ended September 30, 2019, as compared to $2.4 million of unfavorable unlocking for the three months ended September 30, 2018.

Amortization of DAC and VOBA

DAC and VOBA amortization favorably changed by $4.3 million for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. The favorable change was primarily due to favorable unlocking. DAC and VOBA unlocking for the three months ended September 30, 2019, was $2.7 million favorable as compared to $2.4 million unfavorable for the three months ended September 30, 2018.

Other operating expenses

Other operating expenses increased $3.0 million, or 8.4%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. Higher non-deferred acquisition expenses and maintenance and overhead expense were partially offset by lower non-deferred commission expenses.

Sales

Total sales decreased $95.4 million, or 16.4%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. Sales of variable annuities decreased $15.3 million, or 22.1% for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to the relative competitiveness of our product within the market. Sales of fixed annuities decreased by $80.1 million, or 15.6%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to a decrease in single premium deferred annuities (“SPDA”) and fixed indexed annuities (“FIA”) sales, partially offset by an increase in SPIA sales.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was ~~$45.2~~$109.9 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to ~~$30.2~~$112.2 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2018, ~~an increase~~a decrease of ~~$15.0~~$2.3 million, or ~~49.8%~~2.1%. This variance was primarily the result of favorable unlocking and increased interest spreads, ~~and a favorable change in guaranteed benefit reserves,~~ partially offset by a decline in VA fee ~~income.~~income, higher operating expenses, and an unfavorable change in SPIA mortality. Segment results were positively impacted by ~~$7.7~~$3.9 million of favorable unlocking for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to ~~$5.2~~$11.7 million of unfavorable unlocking for the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Operating revenues

Segment operating revenues increased ~~$3.8~~$12.2 million, or ~~2.9%~~3.1%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to higher investment income, partially offset by lower VA fee income. The higher investment income related to growth in fixed account value and lower VA fee income related to a decline in variable account value. Average fixed account balances increased ~~11.1%~~9.6% and average variable account balances decreased ~~9.0%~~7.0% for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Benefits and settlement expenses

Benefits and settlement expenses increased ~~$1.5~~$29.1 million, or ~~2.6%~~18.4%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. This increase was primarily the result of higher credited interest, ~~and~~ unfavorable unlocking, ~~partially offset by a favorable~~and an unfavorable change in ~~guaranteed benefit reserves.~~SPIA mortality. Included in benefits and settlement expenses was ~~$1.4~~$9.0 million of unfavorable unlocking for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to ~~$0.1~~$3.5 million of unfavorable unlocking for the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Amortization of DAC and VOBA

DAC and VOBA amortization favorably changed by ~~$12.6~~$18.0 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The favorable change was primarily due to favorable unlocking. DAC and VOBA unlocking for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, was ~~$9.1~~$12.9 million favorable as compared to ~~$5.1~~$8.2 million unfavorable for the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Table of Contents

Other operating expenses

Other operating expenses ~~decreased $0.2~~increased $3.5 million, or ~~0.5%~~3.1%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. ~~Lower non-deferred commission expenses were partially offset by higher~~Higher non-deferred acquisition expense and maintenance and overhead expense were partially offset by lower non-deferred commission expense.

Sales

Total sales decreased ~~$129.6~~$272.7 million, or ~~25.5%~~14.9%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. Sales of variable annuities decreased ~~$43.6~~$67.0 million, or ~~49.0%~~29.1% for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to the relative competitiveness of our product within the market. Sales of fixed annuities decreased by ~~$86.1~~$205.7 million, or ~~20.6%~~12.9%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to a decrease in ~~single premium deferred annuities (“SPDA”)~~SPDA and FIA sales, partially offset by an increase in SPIA sales.

Reinsurance

The Annuity segment reinsures certain risks associated with the GLWB and GMDB riders which helps us to maintain those risks on an economic basis. These risks are reinsured to Shades Creek Captive Insurance Company (“Shades Creek”), a direct wholly owned subsidiary of PLC. The cost of reinsurance to the segment is reflected in the chart shown below.

Impact of reinsurance

Reinsurance impacted the Annuities segment line items as shown in the following table:

Annuities Segment

Line Item Impact of Reinsurance


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Reinsurance ceded	$	(18,250)	$	(18,799)	$	(54,220)	$	(57,471)
Realized gains (losses) - derivatives	10,336		10,837		31,458		32,764
Total operating revenues	(7,914)		(7,962)		(22,762)		(24,707)
Realized gains (losses) - derivatives, net of economic cost	126,771		(8,169)		237,527		(58,381)
Total revenues	118,857		(16,131)		214,765		(83,088)
BENEFITS AND EXPENSES
Benefits and settlement expenses	(511)		(831)		231		(1,178)
Amortization of DAC/VOBA	—		—		—		—
Other operating expenses	(383)		(420)		(1,178)		(1,284)
Operating benefits and expenses	(894)		(1,251)		(947)		(2,462)
Amortization of deferred policy acquisition costs related to realized gain (loss) investments	—		—		—		—
Total benefit and expenses	(894)		(1,251)		(947)		(2,462)
NET IMPACT OF REINSURANCE	$	119,751	$	(14,880)	$	215,712	$	(80,626)

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Reinsurance ceded $ (18,015 ) $ (19,455 )
Realized gains (losses) - derivatives 10,625
11,007
Total operating revenues (7,390 ) (8,448 )
Realized gains (losses) - derivatives, net of economic cost 37,391
(53,784 )
Total revenues 30,001
(62,232 )
BENEFITS AND EXPENSES

Benefits and settlement expenses 735
(170 )
Amortization of DAC/VOBA —
—
Other operating expenses (403 ) (437 )
Operating benefits and expenses 332
(607 )
Amortization of deferred policy acquisition costs related to realized gain (loss) investments —
—
Total benefit and expenses 332
(607 )
NET IMPACT OF REINSURANCE $ 29,669
$ (61,625 )

The table above does not reflect the impact of reinsurance on our net investment income. The net investment income impact to us and the assuming company has been quantified and is immaterial. The Annuities segment’s reinsurance programs do not materially impact the “other income” line of our income statement.

The net impact of reinsurance was favorable by ~~$29.7~~$119.8 million for the three months ended ~~March 31,~~September 30, 2019, as compared to the unfavorable net impact of ~~$61.6~~$14.9 million for the three months ended ~~March 31,~~September 30, 2018. ~~This change is primarily due to the~~

The net impact of ~~derivative activity ceded~~reinsurance was favorable by $215.7 million for the nine months ended September 30, 2019, as compared to ~~Shades Creek.~~the unfavorable net impact of $80.6 million for the nine months ended September 30, 2018.

Table of Contents

Stable Value Products

Segment Results of Operations

Segment results were as follows:


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars In Thousands)
REVENUES
Net investment income	$	59,707	$	59,420	$	184,450	$	159,391
Other income	5		37		10		215
Total operating revenues	59,712		59,457		184,460		159,606
Realized investment gains (losses)	242		(129)		2,658		(662)
Total revenues	59,954		59,328		187,118		158,944
BENEFITS AND EXPENSES
Benefits and settlement expenses	37,471		30,698		108,532		78,917
Amortization of DAC	857		869		2,584		2,321
Other operating expenses	521		764		2,136		2,170
Total benefits and expenses	38,849		32,331		113,252		83,408
INCOME BEFORE INCOME TAX	21,105		26,997		73,866		75,536
Less: realized gains (losses)	242		(129)		2,658		(662)
PRE-TAX ADJUSTED OPERATING INCOME	$	20,863	$	27,126	$	71,208	$	76,198

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
REVENUES

Net investment income $ 57,621
$ 53,893
Other income —
178
Total operating revenues 57,621
54,071
Realized investment gains (losses) 1,958
(203 )
Total revenues 59,579
53,868
BENEFITS AND EXPENSES
Benefits and settlement expenses 33,840
23,643
Amortization of DAC 873
730
Other operating expenses 669
618
Total benefits and expenses 35,382
24,991
INCOME BEFORE INCOME TAX 24,197
28,877
Less: realized gains (losses) 1,958
(203 )
PRE-TAX ADJUSTED OPERATING INCOME $ 22,239
$ 29,080

The following table summarizes key data for the Stable Value Products segment:


	For The Three Months Ended September 30,									For The Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars In Thousands)
Sales⁽¹⁾
GIC	$	—		$	27,000		$	—		$	37,000
GFA	—			350,000			1,350,000			1,150,000
	$	—		$	377,000		$	1,350,000		$	1,187,000

Average Account Values	$	5,754,449		$	5,219,360		$	5,663,201		$	4,873,790
Ending Account Values	$	5,450,981		$	5,211,668		$	5,450,981		$	5,211,668

Operating Spread
Net investment income yield	4.15		%	4.57		%	4.34		%	4.37		%
Other income yield	—			—			—			0.01
Interest credited	2.60			2.36			2.55			2.16
Operating expenses	0.10			0.13			0.11			0.13
Operating spread	1.45		%	2.08		%	1.68		%	2.09		%

Adjusted operating spread⁽²⁾	1.19		%	1.39		%	1.32		%	1.52		%

(1) Sales are measured at the time the purchase payments are received.
(2) Excludes participating mortgage loan income.

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Sales⁽¹⁾

GIC $ —
$ 10,000
GFA 650,000
—
$ 650,000
$ 10,000

Average Account Values $ 5,453,739
$ 4,710,531
Ending Account Values $ 5,527,816
$ 4,699,614

Operating Spread
Net investment income yield 4.22 % 4.58 %
Other income yield —
0.02
Interest credited 2.48
2.01
Operating expenses 0.11
0.12
Operating spread 1.63 % 2.47 %

Adjusted operating spread⁽²⁾
1.57 % 1.87 %

(1) Sales are measured at the time the purchase payments are received.
(2) Excludes participating mortgage loan income.

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For The Three Months Ended ~~March 31,~~September 30, 2019, as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was ~~$22.2~~$20.9 million, ~~and decreased $6.8~~a decrease of $6.3 million, or ~~23.5%~~23.1%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. The decrease in pre-tax adjusted operating income primarily resulted from lower ~~participating mortgage~~participation income ~~in addition to lower interest spreads driven by~~and higher credited ~~rates on newly issued contracts.~~interest. Participating mortgage income for the three months ended ~~March 31,~~September 30, 2019, was ~~$0.8~~$3.7 million as compared to ~~$6.9~~$9.0 million for the three months ended ~~March 31,~~September 30, 2018. The adjusted operating spread, which excludes participating income, decreased by 3020 basis points for the three months ended ~~March 31,~~September 30, 2019, from the prior year, due primarily to an increase in credited interest.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was $71.2 million, a decrease of $5.0 million, or 6.5%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. The decrease in pre-tax adjusted operating income primarily resulted from lower participation income and higher credited interest. Participating mortgage income for the nine months ended September 30, 2019, was $15.2 million as compared to $20.9 million for the nine months ended September 30, 2018. The adjusted operating spread, which excludes participating income, decreased by 20 basis points for the nine months ended September 30, 2019, from the prior year, due primarily to an increase in credited interest.

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Asset Protection

Segment Results of Operations

Segment results were as follows:


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
REVENUES							REVENUES
Gross premiums and policy fees	$	75,535		$	76,848		Gross premiums and policy fees	$	74,824	$	78,123	$	225,698	$	231,351
Reinsurance ceded	(28,499		)	(28,490		)	Reinsurance ceded	(29,683)		(28,759)		(87,017)		(85,172)
Net premiums and policy fees	47,036			48,358			Net premiums and policy fees	45,141		49,364		138,681		146,179
Net investment income	6,802			5,558			Net investment income	7,164		6,548		21,015		18,215
Other income	34,903			33,775			Other income	36,391		35,014		106,649		102,353
Total revenues	88,741			87,691

Total operating revenues							Total operating revenues	88,696		90,926		266,345		266,747
BENEFITS AND EXPENSES							BENEFITS AND EXPENSES
Benefits and settlement expenses	23,599			28,826			Benefits and settlement expenses	23,324		28,514		70,945		85,668
Amortization of DAC/VOBA	15,628			15,845			Amortization of DAC/VOBA	15,828		15,378		47,156		47,458
Other operating expenses	40,665			38,721			Other operating expenses	39,907		39,983		121,299		116,630
Total benefits and expenses	79,892			83,392			Total benefits and expenses	79,059		83,875		239,400		249,756
INCOME BEFORE INCOME TAX	8,849			4,299			INCOME BEFORE INCOME TAX	9,637		7,051		26,945		16,991

PRE-TAX ADJUSTED OPERATING INCOME	$	8,849		$	4,299		PRE-TAX ADJUSTED OPERATING INCOME	$	9,637	$	7,051	$	26,945	$	16,991

The following table summarizes key data for the Asset Protection segment:


	For The Three Months Ended September 30,									For The Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars In Thousands)
Sales⁽¹⁾
Credit insurance	$	2,177		$	2,978		$	6,800		$	9,387
Service contracts	107,498			97,883			297,928			284,771
GAP	21,726			17,632			58,691			50,874
	$	131,401		$	118,493		$	363,419		$	345,032
Loss Ratios⁽²⁾
Credit insurance	11.3		%	30.1		%	19.5		%	26.8		%
Service contracts	39.6			37.2			37.6			35.8
GAP	129.0			138.6			126.8			137.1

(1) Sales are based on the amount of single premiums and fees received
(2) Incurred claims as a percentage of earned premiums

For The
Three Months Ended
March 31,
2019 2018
(Dollars In Thousands)
Sales⁽¹⁾

Credit insurance $ 2,280
$ 3,166
Service contracts 86,090
88,217
GAP 16,726
15,596
$ 105,096
$ 106,979
Loss Ratios⁽²⁾

Credit insurance 26.2 % 29.8 %
Service contracts 33.7
31.8
GAP 128.9
144.3

(1) Sales are based on the amount of single premiums and fees received
(2) Incurred claims as a percentage of earned premiums

Table of Contents

For The Three Months Ended ~~March 31,~~September 30, 2019, as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was ~~$8.8~~$9.6 million, representing an increase of ~~$4.5~~$2.6 million, or ~~105.8%~~36.7%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. Earnings from the GAP product line increased ~~$2.7~~$2.2 million due to lower loss ratios. Service contract earnings increased ~~$1.4~~$0.4 million primarily due to higher investment income. Earnings from the credit insurance product line ~~increased $0.4 million primarily due~~was flat to ~~lower expenses.~~the prior year.

Net premiums and policy fees

Net premiums and policy fees decreased ~~$1.3~~$4.2 million, or ~~2.7%~~8.6%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. GAP premiums decreased ~~$3.7~~$3.6 million due to previously discontinuing the relationship with two significant distribution partners and ~~credit~~the related impact on earned premiums. Credit insurance premiums decreased ~~$0.3~~$0.7 million as a result of lower sales. This was partly offset by an increase in service contract premiums of ~~$2.7 million.~~$0.1 million due to higher volume.

Other income

Other income increased ~~$1.1~~$1.4 million, or ~~3.3%~~3.9% for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31, 2018. Other income~~September 30, 2018, primarily resulting from a $1.4 million increase in the service contract product line ~~increased $1.5 million. Other income from the GAP product line decreased $0.4 million.~~due to higher sales.

Benefits and settlement expenses

Benefits and settlement expenses decreased $5.2 million, or ~~18.1%~~18.2%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. GAP claims decreased ~~$6.7~~$5.6 million ~~primarily~~due to lower volume as a result of previously discontinuing the relationship with two significant distribution partners and lower loss ratios. Credit insurance claims decreased $0.5 million due to lower volume and lower loss ratios. ~~Credit insurance claims decreased $0.1 million due to lower loss ratios.~~ Service contract claims increased ~~$1.6~~$0.9 million due to higher volume and higher loss ratios.

Amortization of DAC and VOBA and Other operating expenses

Amortization of DAC and VOBA ~~decreased $0.2~~increased $0.5 million, ~~and other operating expenses increased $1.9 million~~or 2.9%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31, 2018.~~

~~Sales~~

~~Total segment sales~~September 30, 2018, primarily due to higher volume in the service contract product line offset by lower volume in the GAP and credit product lines. Other operating expenses decreased ~~$1.9~~$0.1 million ~~or 1.8%,~~ for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018 due to lower expenses in the service contract and GAP product lines offset by higher expenses in the credit product line.

Sales

Total segment sales increased $12.9 million, or 10.9%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. Service contract sales ~~decreased $2.1~~increased $9.6 million ~~primarily~~ due to ~~lower volume resulting~~higher volume. GAP sales increased $4.1 million as a result of fewer cancels from ~~the impact of previous price increases.~~two discontinued distribution partner. Credit insurance sales decreased ~~$0.9~~$0.8 million due to decreasing demand for the product.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Pre-tax adjusted operating income

Pre-tax adjusted operating income was $26.9 million, representing an increase of $10.0 million, or 58.6%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. Earnings from the GAP product line increased $6.3 million due to lower loss ratios. Service contract earnings increased $3.3 million primarily due to higher administrative fees and investment income. Earnings from the credit insurance product line increased $0.3 million primarily due to higher administrative fee income and lower expenses.

Net premiums and policy fees

Net premiums and policy fees decreased $7.5 million, or 5.1%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. GAP premiums decreased $11.5 million due to previously discontinuing the relationship with two significant distribution partners and the related impact on earned premiums. Credit insurance premiums decreased $1.7 million as a result of lower sales. This was partly offset by an increase in service contract premiums of $5.7 million resulting from higher volume.

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Other income

Other income increased $4.3 million, or 4.2% for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. Other income from the service contract product line increased $4.8 million due to higher sales. Other income from the credit product line increased $0.2 million. Other income from the GAP product line decreased $0.8 million due to lower volume as a result of previously discontinuing their relationship with two significant distribution partners.

Benefits and settlement expenses

Benefits and settlement expenses decreased $14.7 million, or 17.2%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. GAP claims decreased $18.0 million due to lower volume as a result of discontinuing the relationship with two significant distribution partners and lower loss ratios. Credit insurance claims decreased $0.8 million due to lower volume and lower loss ratios. Service contract claims increased $4.1 million due to higher volume and higher loss ratios.

Amortization of DAC and VOBA and Other operating expenses

Amortization of DAC and VOBA decreased $0.3 million for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. Amortization of DAC and VOBA decreased $1.2 million and $0.7 million, respectively, in the credit and GAP product lines due to lower volume. The decrease was offset by a $1.6 million increase in the service contract product line due to higher volume. Other operating expenses increased $4.7 million for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, primarily due to higher expenses in the service contract product line due to higher volume.

Sales

Total segment sales increased $18.4 million, or 5.3%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. Service contract sales increased $13.2 million due to higher volume. GAP sales increased ~~$1.1 million.~~$7.8 million as a result of fewer cancels from two discontinued distribution partners. Credit insurance sales decreased $2.6 million due to decreasing demand for the product.

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Reinsurance

The majority of the Asset Protection segment’s reinsurance activity relates to the cession of single premium credit life and credit accident and health insurance, vehicle service contracts, and guaranteed asset protection insurance to producer affiliated reinsurance companies (“PARCs”). These arrangements are coinsurance contracts ceding the business on a first dollar quota share basis at 100% to limit the segment’s exposure and allow the PARCs to share in the underwriting income of the product. Reinsurance contracts do not relieve the Asset Protection segment from obligations to policyholders. A more detailed discussion of the components of reinsurance can be found in the Reinsurance section of Note 2, Summary of Significant Accounting Policies, to the Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Impact of Reinsurance

Reinsurance impacted the Asset Protection segment line items as shown in the following table:

Asset Protection Segment

Line Item Impact of Reinsurance


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
REVENUES							REVENUES
Reinsurance ceded	$	(28,499	)	$	(28,490	)	Reinsurance ceded	$	(29,683)	$	(28,759)	$	(87,017)	$	(85,172)
BENEFITS AND EXPENSES							BENEFITS AND EXPENSES
Benefits and settlement expenses	(18,720		)	(18,009		)	Benefits and settlement expenses	(21,233)		(18,939)		(60,778)		(56,336)
Amortization of DAC/VOBA	(793		)	(778		)	Amortization of DAC/VOBA	(969)		(755)		(2,634)		(2,188)
Other operating expenses	(1,141		)	(1,315		)	Other operating expenses	(979)		(1,077)		(3,119)		(3,449)
Total benefits and expenses	(20,654		)	(20,102		)	Total benefits and expenses	(23,181)		(20,771)		(66,531)		(61,973)
NET IMPACT OF REINSURANCE⁽¹⁾	$	(7,845	)	$	(8,388	)	NET IMPACT OF REINSURANCE⁽¹⁾	$	(6,502)	$	(7,988)	$	(20,486)	$	(23,199)

(1) Assumes no investment income on reinsurance. Foregone investment income would substantially change the impact of reinsurance.	(1) Assumes no investment income on reinsurance. Foregone investment income would substantially change the impact of reinsurance.						(1) Assumes no investment income on reinsurance. Foregone investment income would substantially change the impact of reinsurance.

For The Three Months Ended ~~March 31,~~September 30, 2019, as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Reinsurance premiums ceded ~~were consistent~~increased $0.9 million, or 3.2%, for the three months ended ~~March 31,~~September 30, 2019, as compared to the three months ended ~~March 31,~~September 30, 2018. The increase was primarily due to an increase in ceded service contract and ceded GAP premiums, somewhat offset by a decrease in ceded credit insurance premiums.

Benefits and settlement expenses ceded increased $2.3 million, or 12.1%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. The increase was primarily due to higher ceded losses in the service contract and GAP product lines, somewhat offset by lower ceded losses in the credit product line.

Amortization of DAC and VOBA ceded increased $0.2 million for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, mainly as the result of changes in ceded activity in service contract and GAP product lines. Other operating expenses ceded decreased $0.1 million for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018, as a result of changes in ceded activity in the credit product line.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Reinsurance premiums ceded increased $1.8 million, or 2.2%, for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018. The increase was primarily due to an increase in ceded GAP and service contract premiums, somewhat offset by a decrease in ceded credit insurance premiums.

Benefits and settlement expenses ceded increased ~~$0.7~~$4.4 million, or ~~4.0%~~7.9%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The increase was primarily due to higher ceded losses in the service contract and GAP product ~~line.~~lines.

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Amortization of DAC and VOBA ceded ~~were consistent~~increased $0.4 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31, 2018. Other operating expenses ceded decreased $0.2 million for the three months ended March 31, 2019, as compared to the three months ended March 31,~~September 30, 2018, as the result of ceded activity in ~~all~~the service contract and GAP product lines. Other operating expenses ceded decreased $0.3 million for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018, as a result of a decrease in ceded activity in the credit product line.

Net investment income has no direct impact on reinsurance cost. However, by ceding business to the assuming companies, the Asset Protection segment forgoes investment income on the assets backing the reserves ceded. Conversely, the assuming companies will receive investment income on the assets backing the reserves assumed which generally will increase the assuming companies’ profitability on business ceded. The net investment income impact has not been quantified as it is not reflected in ~~the~~our consolidated financial statements.

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Corporate and Other

Segment Results of Operations

Segment results were as follows:


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)						(Dollars In Thousands)
REVENUES							REVENUES
Gross premiums and policy fees	$	3,244		$	3,182		Gross premiums and policy fees	$	2,793	$	3,014	$	8,853	$	9,171
Reinsurance ceded	(116		)	(5		)	Reinsurance ceded	(3)		(2)		(139)		(31)
Net premiums and policy fees	3,128			3,177			Net premiums and policy fees	2,790		3,012		8,714		9,140
Net investment income	21,590			30,290			Net investment income	11,012		21,043		56,294		76,503
Other income	53			230			Other income	116		406		247		1,101
Total operating revenues	24,771			33,697			Total operating revenues	13,918		24,461		65,255		86,744
Realized investment gains (losses)	4,564			19,484			Realized investment gains (losses)	8,679		(3,900)		24,827		3,942
Total revenues	29,335			53,181			Total revenues	22,597		20,561		90,082		90,686
BENEFITS AND EXPENSES							BENEFITS AND EXPENSES
Benefits and settlement expenses	5,162			4,930			Benefits and settlement expenses	4,229		4,452		12,469		12,635
Amortization of DAC/VOBA	—			—			Amortization of DAC/VOBA	—		—		—		—
Other operating expenses	63,815			67,514			Other operating expenses	46,252		61,936		172,461		193,583
Total benefits and expenses	68,977			72,444			Total benefits and expenses	50,481		66,388		184,930		206,218
INCOME (LOSS) BEFORE INCOME TAX	(39,642		)	(19,263		)	INCOME (LOSS) BEFORE INCOME TAX	(27,884)		(45,827)		(94,848)		(115,532)
Less: realized investment gains (losses)	4,564			19,484			Less: realized investment gains (losses)	8,679		(3,900)		24,827		3,942
PRE-TAX ADJUSTED OPERATING INCOME (LOSS)	$	(44,206	)	$	(38,747	)	PRE-TAX ADJUSTED OPERATING INCOME (LOSS)	$	(36,563)	$	(41,927)	$	(119,675)	$	(119,474)

For The Three Months Ended ~~March 31,~~September 30, 2019 as compared to The Three Months Ended ~~March 31,~~September 30, 2018

Pre-tax adjusted operating income (loss)

Pre-tax adjusted operating loss was ~~$44.2~~$36.6 million for the three months ended ~~March 31,~~September 30, 2019, as compared to a pre-tax adjusted operating loss of ~~$38.7~~$41.9 million for the three months ended ~~March 31,~~September 30, 2018. The decreased operating loss was primarily due to a decrease in investment income due to decreased corporate overhead expenses, partially offset by a decrease in investment income due to an increase in investment expenses.

Operating revenues

Net investment income for the segment decreased $10.0 million or 47.7% for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018. The decrease was primarily due to an increase in investment expenses.

Total benefits and expenses

Total benefits and expenses decreased $15.9 million, or 24.0%, for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018, primarily due to decreases in interest expense.

For The Nine Months Ended September 30, 2019 as compared to The Nine Months Ended September 30, 2018

Pre-tax adjusted operating income (loss)

Pre-tax adjusted operating loss was $119.7 million for the nine months ended September 30, 2019, as compared to a pre-tax adjusted operating loss of $119.5 million for the nine months ended September 30, 2018. The increased operating loss was primarily due to a decrease in investment income due to decreased invested asset balances and increased investment expenses and a decrease in other income, partially offset by decreased operating expenses.

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Operating revenues

Net investment income for the segment decreased ~~$8.7~~$20.2 million or ~~28.7%~~26.4% for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The decrease was primarily due to a decrease in invested asset ~~balances.~~balances and increased investment expenses.

Total benefits and expenses

Total benefits and expenses decreased ~~$3.5~~$21.3 million, or ~~4.8%~~10.3%, for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018, primarily due to decreases in corporate overhead expenses.

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CONSOLIDATED INVESTMENTS

As of ~~March 31,~~September 30, 2019, our investment portfolio was approximately ~~$67.7~~$82.8 billion. The types of assets in which we may invest are influenced by various state insurance laws which prescribe qualified investment assets. Within the parameters of these laws, we invest in assets giving consideration to such factors as liquidity and capital needs, investment quality, investment return, matching of assets and liabilities, and the overall composition of the investment portfolio by asset type and credit exposure.

Within our fixed maturity investments, we maintain portfolios classified as “available-for-sale”, “trading”, and “held-to-maturity”. We purchase our available-for-sale investments with the intent to hold to maturity by purchasing investments that match future cash flow needs. However, we may sell any of our available-for-sale and trading investments to maintain proper matching of assets and liabilities. Accordingly, we classified ~~$51.1~~$63.9 billion, or ~~91.0%~~92.6%, of our fixed maturities as “available-for-sale” as of ~~March 31,~~September 30, 2019. These securities are carried at fair value on our consolidated condensed balance sheets. Changes in fair value for our available-for-sale portfolio, net of tax and the related impact on certain insurance assets and liabilities are recorded directly to shareowner’s equity. Declines in fair value that are other-than-temporary are recorded as realized losses in the consolidated condensed statements of income, net of any applicable non-credit component of the loss, which is recorded as an adjustment to other comprehensive income (loss).

Trading securities are carried at fair value and changes in fair value are recorded on the income statement as they occur. Our trading portfolio accounted for $2.5 billion, or ~~4.4%~~3.7%, of our fixed maturities and ~~$34.6~~$99.0 million of short-term investments as of ~~March 31,~~September 30, 2019. Changes in fair value on the Modco trading portfolios, including gains and losses from sales, are passed to third party reinsurers through the contractual terms of the related reinsurance arrangements. Partially offsetting these amounts are corresponding changes in the fair value of the embedded derivative associated with the underlying reinsurance arrangement.

Fixed maturities with respect to which we have both the positive intent and ability to hold to maturity are classified as “held-to-maturity”. We classified ~~$2.6~~$2.5 billion, or ~~4.6%~~3.7%, of our fixed maturities as “held-to-maturity” as of ~~March 31,~~September 30, 2019. These securities are carried at amortized cost on our consolidated condensed balance sheets.

Fair values for private, non-traded securities are determined as follows: 1) we obtain estimates from independent pricing services and 2) we estimate fair value based upon a comparison to quoted issues of the same issuer or issues of other issuers with similar terms and risk characteristics. We analyze the independent pricing services valuation methodologies and related inputs, including an assessment of the observability of market inputs. Upon obtaining this information related to fair value, management makes a determination as to the appropriate valuation amount. For more information about the fair values of our investments please refer to Note 6, Fair Value of Financial Instruments, to the financial statements.

The following table presents the reported values of our invested assets:


	As of
	September 30, 2019						December 31, 2018
	(Dollars In Thousands)
Publicly issued bonds (amortized cost: 2019 - $43,454,475; 2018 - $40,324,531)	$	45,580,945	55.0	%	$	38,180,736	58.1	%
Privately issued bonds (amortized cost: 2019 - $22,442,571; 2018 - $16,436,455)	23,326,738		28.2		16,037,885		24.4
Redeemable preferred stocks (amortized cost: 2019 - $99,544; 2018 - $105,639)	99,757		0.1		94,079		0.1
Fixed maturities	69,007,440		83.3	%	54,312,700		82.6	%
Equity securities (cost: 2019 - $567,294; 2018 - $589,221)	581,421		0.7		557,708		0.8
Mortgage loans	9,327,911		11.3		7,724,733		11.8
Investment real estate	7,274		—		6,816		—
Policy loans	1,686,832		2.0		1,695,886		2.6
Other long-term investments	1,174,825		1.4		798,342		1.2
Short-term investments	1,044,442		1.3		666,301		1.0
Total investments	$	82,830,145	100.0	%	$	65,762,486	100.0	%

As of
March 31, 2019 December 31, 2018
(Dollars In Thousands)
Publicly issued bonds (amortized cost: 2019 - $39,699,947; 2018 - $40,324,531) $ 39,118,477
57.8 % $ 38,180,736
58.1 %
Privately issued bonds (amortized cost: 2019 - $16,972,431; 2018 - $16,436,455) 16,967,873
25.1
16,037,885
24.4
Redeemable preferred stocks (amortized cost: 2019 - $99,438; 2018 - $105,639)
95,683
0.1
94,079
0.1
Fixed maturities 56,182,033
83.0 % 54,312,700
82.6 %
Equity securities (cost: 2019 - $581,811; 2018 - $589,221) 581,376
0.9
557,708
0.8
Mortgage loans 7,701,465
11.4
7,724,733
11.8
Investment real estate 6,478
—
6,816
—
Policy loans 1,677,442
2.5
1,695,886
2.6
Other long-term investments 877,269
1.3
798,342
1.2
Short-term investments 641,648
0.9
666,301
1.0
Total investments $ 67,667,711
100.0 % $ 65,762,486
100.0 %

Table of Contents

Included in the preceding table are $2.5 billion and $2.4 billion of fixed maturities and ~~$34.6~~$99.0 million and $30.9 million of short-term investments classified as trading securities as of ~~March 31,~~September 30, 2019 and December 31, 2018, respectively. All of the fixed maturities in the trading portfolio are invested assets that are held pursuant to Modco arrangements under which the economic risks and benefits of the investments are passed to third party reinsurers. ~~Also included above are $2.6 billion and $2.6 billion of securities classified as held-to-maturity as of March 31, 2019 and December 31, 2018, respectively.~~

Fixed Maturity Investments

As of ~~March 31,~~September 30, 2019, our fixed maturity investment holdings were approximately ~~$56.2~~$69.0 billion. The approximate percentage distribution of our fixed maturity investments by quality rating is as follows:


	As of									As of
Rating	March 31, 2019				December 31, 2018				Rating	September 30, 2019						December 31, 2018
	(Dollars In Thousands)									(Dollars In Thousands)
AAA	$	7,123,221	12.7	%	$	6,811,487	12.5	%	AAA	$	8,973,201	13.0	%	$	6,811,487	12.5	%
AA	6,255,850		11.1		6,196,062		11.4		AA	7,838,270		11.4		6,196,062		11.4
A	18,536,498		33.0		17,582,219		32.4		A	23,011,197		33.3		17,582,219		32.4
BBB	19,927,361		35.5		19,380,611		35.7		BBB	24,952,252		36.2		19,380,611		35.7
Below investment grade	1,731,747		3.1		1,708,847		3.2		Below investment grade	1,688,466		2.4		1,708,847		3.2
Not rated⁽¹⁾	2,607,356		4.6		2,633,474		4.8		Not rated⁽¹⁾	2,544,054		3.7		2,633,474		4.8
	$	56,182,033	100.0	%	$	54,312,700	100.0	%		$	69,007,440	100.0	%	$	54,312,700	100.0	%

(1) Our “not rated” securities are $2.6 billion or 4.6% of our fixed maturity investments, of held-to-maturity securities issued by affiliates of the Company which are considered variable interest entities (“VIEs”) and are discussed in Note 5, Investment Operations, to the consolidated condensed financial statements. We are not the primary beneficiary of these entities and thus these securities are not eliminated in consolidation. These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are wholly owned subsidiaries of the Company.
(1) Our “not rated” securities are $2.5 billion or 3.7% of our fixed maturity investments, of held-to-maturity securities issued by affiliates of the Company which are considered variable interest entities (“VIEs”) and are discussed in Note 5, Investment Operations, to the consolidated condensed financial statements. We are not the primary beneficiary of these entities and thus these securities are not eliminated in consolidation. These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are wholly owned subsidiaries of the Company.									(1) Our “not rated” securities are $2.5 billion or 3.7% of our fixed maturity investments, of held-to-maturity securities issued by affiliates of the Company which are considered variable interest entities (“VIEs”) and are discussed in Note 5, Investment Operations, to the consolidated condensed financial statements. We are not the primary beneficiary of these entities and thus these securities are not eliminated in consolidation. These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are wholly owned subsidiaries of the Company.

We use various Nationally Recognized Statistical Rating Organizations’ (“NRSRO”) ratings when classifying securities by quality ratings. When the various NRSRO ratings are not consistent for a security, we use the second-highest convention in assigning the rating. When there are no such published ratings, we assign a rating based on the statutory accounting rating system if such ratings are available.

The distribution of our fixed maturity investments by type is as follows:


	As of
Type	September 30, 2019						December 31, 2018
	(Dollars In Thousands)
Corporate securities	$	48,885,058	70.9	%	$	37,625,411	69.3	%
Residential mortgage-backed securities	5,543,626		8.0		3,844,827		7.1
Commercial mortgage-backed securities	2,923,401		4.2		2,455,312		4.5
Other asset-backed securities	2,036,208		3.0		1,551,800		2.9
U.S. government-related securities	1,210,319		1.8		1,674,299		3.1
Other government-related securities	630,028		0.9		558,244		1.0
States, municipals, and political subdivisions	5,134,989		7.4		3,875,254		7.1
Redeemable preferred stocks	99,757		0.1		94,079		0.2
Securities issued by affiliates	2,544,054		3.7		2,633,474		4.8
Total fixed income portfolio	$	69,007,440	100.0	%	$	54,312,700	100.0	%

As of
Type March 31, 2019 December 31, 2018
(Dollars In Thousands)
Corporate securities $ 39,319,514
$ 37,625,411
Residential mortgage-backed securities 4,112,790
3,844,827
Commercial mortgage-backed securities 2,533,580
2,455,312
Other asset-backed securities 1,512,152
1,551,800
U.S. government-related securities 1,470,733
1,674,299
Other government-related securities 545,765
558,244
States, municipals, and political subdivisions 3,984,460
3,875,254
Redeemable preferred stocks 95,683
94,079
Securities issued by affiliates 2,607,356
2,633,474
Total fixed income portfolio $ 56,182,033
$ 54,312,700

Table of Contents

The industry segment composition of our fixed maturity securities is presented in the following table:


	As of March 31, 2019		% Fair Value		As of December 31, 2018		% Fair Value			As of September 30, 2019		% Fair Value		As of December 31, 2018		% Fair Value
	(Dollars In Thousands)									(Dollars In Thousands)
Banking	$	5,586,427	9.9	%	$	5,201,916	9.6	%	Banking	$	6,308,311	9.1	%	$	5,201,916	9.6	%
Other finance	258,291		0.5		255,445		0.5		Other finance	1,014,371		1.4		255,445		0.5
Electric utility	4,572,185		8.1		4,547,998		8.4		Electric utility	5,574,502		8.1		4,547,998		8.4
Energy	4,209,332		7.4		4,058,561		7.5		Energy	4,977,009		7.2		4,058,561		7.5
Natural gas	868,404		1.5		829,685		1.5		Natural gas	1,119,521		1.6		829,685		1.5
Insurance	4,141,046		7.4		3,901,365		7.2		Insurance	5,002,091		7.2		3,901,365		7.2
Communications	2,141,645		3.8		2,083,723		3.8		Communications	2,675,121		3.9		2,083,723		3.8
Basic industrial	1,828,777		3.3		1,739,119		3.2		Basic industrial	2,249,771		3.3		1,739,119		3.2
Consumer noncyclical	5,409,576		9.5		5,198,741		9.6		Consumer noncyclical	6,602,626		9.5		5,198,741		9.6
Consumer cyclical	1,938,323		3.5		1,841,391		3.4		Consumer cyclical	2,595,741		3.8		1,841,391		3.4
Finance companies	199,529		0.4		190,712		0.4		Finance companies	231,782		0.3		190,712		0.4
Capital goods	2,789,130		5.0		2,705,035		5.0		Capital goods	3,499,750		5.1		2,705,035		5.0
Transportation	1,730,744		3.1		1,662,502		3.1		Transportation	2,125,834		3.1		1,662,502		3.1
Other industrial	419,027		0.7		382,138		0.7		Other industrial	662,902		1.0		382,138		0.7
Brokerage	1,109,929		2.0		990,628		1.8		Brokerage	1,372,565		2.0		990,628		1.8
Technology	1,980,005		3.5		1,891,176		3.5		Technology	2,394,664		3.5		1,891,176		3.5
Real estate	199,169		0.4		206,795		0.4		Real estate	539,778		0.8		206,795		0.4
Other utility	33,658		0.1		32,560		—		Other utility	38,476		0.1		32,560		—
Commercial mortgage-backed securities	2,533,580		4.5		2,455,312		4.5		Commercial mortgage-backed securities	2,923,401		4.2		2,455,312		4.5
Other asset-backed securities	1,512,152		2.7		1,551,800		2.9		Other asset-backed securities	2,036,208		2.9		1,551,800		2.9
Residential mortgage-backed non-agency securities	3,288,579		5.9		3,008,465		5.5		Residential mortgage-backed non-agency securities	4,658,381		6.8		3,008,465		5.5
Residential mortgage-backed agency securities	824,211		1.5		836,362		1.5		Residential mortgage-backed agency securities	885,245		1.3		836,362		1.5
U.S. government-related securities	1,470,733		2.6		1,674,299		3.1		U.S. government-related securities	1,210,319		1.8		1,674,299		3.1
Other government-related securities	545,765		1.0		558,244		1.0		Other government-related securities	630,028		0.9		558,244		1.0
State, municipals, and political divisions	3,984,460		7.1		3,875,254		7.1		State, municipals, and political divisions	5,134,989		7.4		3,875,254		7.1
Securities issued by affiliates	2,607,356		4.6		2,633,474		4.8		Securities issued by affiliates	2,544,054		3.7		2,633,474		4.8
Total	$	56,182,033	100.0	%	$	54,312,700	100.0	%	Total	$	69,007,440	100.0	%	$	54,312,700	100.0	%

The total Modco trading portfolio fixed maturities by rating is as follows:


	As of					As of
Rating	March 31, 2019		December 31, 2018		Rating	September 30, 2019						December 31, 2018
	(Dollars In Thousands)					(Dollars In Thousands)
AAA	$	289,694	$	301,155	AAA	$	277,984	11.0	%	$	301,155	12.5	%
AA	283,482		299,438		AA	309,844		12.2		299,438		12.4
A	844,782		798,691		A	841,025		33.2		798,691		33.1
BBB	954,762		872,613		BBB	994,136		39.2		872,613		36.1
Below investment grade	120,741		144,295		Below investment grade	113,525		4.4		144,295		5.9
	$	2,493,461	$	2,416,192		$	2,536,514	100.0	%	$	2,416,192	100.0	%

A portion of our bond portfolio is invested in residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”). ABS are securities that are backed by a pool of assets. These holdings as of ~~March 31,~~September 30, 2019, were approximately ~~$8.2~~$10.5 billion. Mortgage-backed securities (“MBS”) are constructed from pools of mortgages and may have cash flow volatility as a result of changes in the rate at which prepayments of principal occur with respect to the underlying loans. Excluding limitations on access to lending

and other extraordinary economic conditions, prepayments of principal on the underlying loans can be expected to accelerate with decreases in market interest rates and diminish with increases in interest rates.

Table of Contents

The following tables include the percentage of our collateral grouped by rating category and categorizes the estimated fair value by year of security origination for our Prime, Non-Prime, Commercial, and Other asset-backed securities as of ~~March 31,~~September 30, 2019 and December 31, 2018.


	As of September 30, 2019
	Prime⁽¹⁾									Non-Prime⁽¹⁾									Commercial									Other asset-backed			Total
	Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized
	Value			Cost			Value			Cost			Value			Cost			Value			Cost			Value			Cost
	(Dollars In Millions)
Rating $
AAA	$	4,562.6		$	4,397.2		$	3.4		$	3.3		$	1,724.4		$	1,680.2		$	657.3		$	650.3		$	6,947.7		$	6,731.0
AA	2.2			2.1			0.2			0.2			561.9			546.7			258.2			251.6			822.5			800.6
A	887.5			863.8			10.2			10.2			577.4			549.6			940.2			936.4			2,415.3			2,360.0
BBB	8.1			8.0			2.9			2.9			59.7			59.7			142.5			139.6			213.2			210.2
Below	28.2			28.5			38.3			38.3			—			—			38.0			38.5			104.5			105.3
	$	5,488.6		$	5,299.6		$	55.0		$	54.9		$	2,923.4		$	2,836.2		$	2,036.2		$	2,016.4		$	10,503.2		$	10,207.1

Rating %
AAA	83.2		%	83.0		%	6.1		%	6.1		%	59.0		%	59.2		%	32.2		%	32.3		%	66.2		%	66.0		%
AA	—			—			0.4			0.4			19.2			19.3			12.7			12.5			7.8			7.8
A	16.2			16.3			18.6			18.6			19.8			19.4			46.2			46.4			23.0			23.1
BBB	0.1			0.2			5.2			5.2			2.0			2.1			7.0			6.9			2.0			2.1
Below	0.5			0.5			69.7			69.7			—			—			1.9			1.9			1.0			1.0
	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

Estimated Fair Value of Security by Year of Security Origination
2015 and prior	$	1,777.2		$	1,726.5		$	51.7		$	51.6		$	1,904.1		$	1,857.1		$	1,129.4		$	1,110.9		$	4,862.4		$	4,746.1
2016	369.9			352.3			—			—			507.4			494.2			152.8			153.1			1,030.1			999.6
2017	873.5			836.9			3.3			3.3			260.7			252.5			487.4			485.4			1,624.9			1,578.1
2018	1,438.0			1,371.2			—			—			149.3			140.0			192.4			193.0			1,779.7			1,704.2
2019	1,030.0			1,012.7			—			—			101.9			92.4			74.2			74.0			1,206.1			1,179.1
Total	$	5,488.6		$	5,299.6		$	55.0		$	54.9		$	2,923.4		$	2,836.2		$	2,036.2		$	2,016.4		$	10,503.2		$	10,207.1

(1) Included in Residential Mortgage-Backed securities.

Table of Contents


		As of March 31, 2019																															As of December 31, 2018
		Prime⁽¹⁾						Non-Prime⁽¹⁾						Commercial						Other asset-backed						Total							Prime⁽¹⁾									Non-Prime⁽¹⁾									Commercial									Other asset-backed			Total
		Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized				Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized
		Value			Cost			Value			Cost			Value			Cost			Value			Cost			Value			Cost				Value			Cost			Value			Cost			Value			Cost			Value			Cost			Value			Cost
		(Dollars In Millions)																															(Dollars In Millions)
Rating $																																Rating $
AAA		$	3,208.1		$	3,178.9		$	—		$	—		$	1,449.3		$	1,453.9		$	513.2		$	507.4		$	5,170.6		$	5,140.2		AAA	$	2,891.9		$	2,921.8		$	—		$	—		$	1,396.7		$	1,425.1		$	533.3		$	536.3		$	4,821.9		$	4,883.2
AA		2.7			2.7			0.2			0.2			524.6			531.8			170.1			166.4			697.6			701.1			AA	2.9			2.9			0.2			0.2			527.0			545.8			209.8			207.2			739.9			756.1
A		826.1			827.3			11.2			11.2			502.8			501.2			686.0			692.0			2,026.1			2,031.7			A	837.9			846.6			19.0			19.0			493.0			499.1			671.1			687.5			2,021.0			2,052.2
BBB		3.1			3.1			3.0			3.0			56.8			56.8			103.1			102.9			166.0			165.8			BBB	3.7			3.7			3.1			3.1			38.6			38.5			99.5			100.4			144.9			145.7
Below		17.2			17.2			41.2			41.2			—			—			39.8			40.6			98.2			99.0			Below	22.4			22.4			63.7			63.7			—			—			38.1			38.6			124.2			124.7
		$	4,057.2		$	4,029.2		$	55.6		$	55.6		$	2,533.5		$	2,543.7		$	1,512.2		$	1,509.3		$	8,158.5		$	8,137.8			$	3,758.8		$	3,797.4		$	86.0		$	86.0		$	2,455.3		$	2,508.5		$	1,551.8		$	1,570.0		$	7,851.9		$	7,961.9

Rating %																																Rating %
AAA		79.0		%	78.9		%	—		%	—		%	57.3		%	57.2		%	33.9		%	33.6		%	63.4		%	63.2		%	AAA	76.9		%	76.9		%	—		%	—		%	56.8		%	56.8		%	34.4		%	34.1		%	61.4		%	61.3		%
AA		0.1			0.1			0.4			0.4			20.7			20.9			11.3			11.0			8.6			8.6			AA	0.1			0.1			0.2			0.2			21.5			21.8			13.5			13.2			9.4			9.5
A		20.4			20.5			20.0			20.0			19.8			19.7			45.4			45.9			24.8			25.0			A	22.3			22.3			22.1			22.1			20.1			19.9			43.2			43.8			25.7			25.8
BBB		0.1			0.1			5.4			5.4			2.2			2.2			6.8			6.8			2.0			2.0			BBB	0.1			0.1			3.6			3.6			1.6			1.5			6.4			6.4			1.8			1.8
Below		0.4			0.4			74.2			74.2			—			—			2.6			2.7			1.2			1.2			Below	0.6			0.6			74.1			74.1			—			—			2.5			2.5			1.7			1.6
		100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%		100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

Estimated Fair Value of Security by Year of Security Origination	Estimated Fair Value of Security by Year of Security Origination																															Estimated Fair Value of Security by Year of Security Origination
2015 and prior		$	1,718.7		$	1,711.3		$	55.6		$	55.6		$	1,808.7		$	1,814.5		$	776.9		$	769.8		$	4,359.9		$	4,351.2
2014 and prior																																2014 and prior	$	1,113.5		$	1,120.9		$	86.0		$	86.0		$	1,501.8		$	1,530.0		$	729.0		$	730.7		$	3,430.3		$	3,467.6
2015																																2015	579.1			586.5			—			—			297.7			302.0			64.4			66.2			941.2			954.7
2016		338.2			338.7			—			—			432.4			440.3			184.0			184.8			954.6			963.8			2016	332.8			340.1			—			—			422.1			440.3			227.5			230.0			982.4			1,010.4
2017		691.3			698.1			—			—			127.0			127.8			416.1			418.7			1,234.4			1,244.6			2017	666.6			689.1			—			—			123.0			126.4			406.1			415.5			1,195.7			1,231.0
2018		1,079.6			1,055.7			—			—			142.7			138.7			126.3			127.1			1,348.6			1,321.5			2018	1,066.8			1,060.8			—			—			110.7			109.8			124.8			127.6			1,302.3			1,298.2
2019		229.4			225.4			—			—			22.7			22.4			8.9			8.9			261.0			256.7
Total		$	4,057.2		$	4,029.2		$	55.6		$	55.6		$	2,533.5		$	2,543.7		$	1,512.2		$	1,509.3		$	8,158.5		$	8,137.8		Total	$	3,758.8		$	3,797.4		$	86.0		$	86.0		$	2,455.3		$	2,508.5		$	1,551.8		$	1,570.0		$	7,851.9		$	7,961.9

(1) Included in Residential Mortgage-Backed securities.
(1) Included in Residential Mortgage-Backed securities																																(1) Included in Residential Mortgage-Backed securities

As of December 31, 2018

Prime⁽¹⁾

Non-Prime⁽¹⁾
Commercial Other asset-backed Total
Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized
Value Cost Value Cost Value Cost Value Cost Value Cost
(Dollars In Millions)
Rating $
AAA $ 2,891.9
$ 2,921.8
$ —
$ —
$ 1,396.7
$ 1,425.1
$ 533.3
$ 536.3
$ 4,821.9
$ 4,883.2
AA 2.9
2.9
0.2
0.2
527.0
545.8
209.8
207.2
739.9
756.1
A 837.9
846.6
19.0
19.0
493.0
499.1
671.1
687.5
2,021.0
2,052.2
BBB 3.7
3.7
3.1
3.1
38.6
38.5
99.5
100.4
144.9
145.7
Below 22.4
22.4
63.7
63.7
—
—
38.1
38.6
124.2
124.7
$ 3,758.8
$ 3,797.4
$ 86.0
$ 86.0
$ 2,455.3
$ 2,508.5
$ 1,551.8
$ 1,570.0
$ 7,851.9
$ 7,961.9

Rating %
AAA 76.9 % 76.9 % — % — % 56.8 % 56.8 % 34.4 % 34.1 % 61.4 % 61.3 %
AA 0.1
0.1
0.3
0.3
21.5
21.8
13.5
13.2
9.4
9.5
A 22.3
22.3
22.1
22.1
20.1
19.9
43.2
43.8
25.7
25.8
BBB 0.1
0.1
3.6
3.6
1.6
1.5
6.4
6.4
1.8
1.8
Below 0.6
0.6
74.0
74.0
—
—
2.5
2.5
1.7
1.6
100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

Estimated Fair Value of Security by Year of Security Origination
2014 and prior $ 1,113.5
$ 1,120.9
$ 86.0
$ 86.0
$ 1,501.8
$ 1,530.0
$ 729.0
$ 730.7
$ 3,430.3
$ 3,467.6
2015 579.1
586.5
—
—
297.7
302.0
64.4
66.2
941.2
954.7
2016 332.8
340.1
—
—
422.1
440.3
227.5
230.0
982.4
1,010.4
2017 666.6
689.1
—
—
123.0
126.4
406.1
415.5
1,195.7
1,231.0
2018 1,066.8
1,060.8
—
—
110.7
109.8
124.8
127.6
1,302.3
1,298.2
Total $ 3,758.8
$ 3,797.4
$ 86.0
$ 86.0
$ 2,455.3
$ 2,508.5
$ 1,551.8
$ 1,570.0
$ 7,851.9
$ 7,961.9

(1) Included in Residential Mortgage-Backed securities

The majority of our RMBS holdings as of ~~March 31,~~September 30, 2019, were super senior or senior bonds in the capital structure. Our total non-agency portfolio has a weighted-average life of ~~13.91~~5.8 years. The following table categorizes the weighted-average life for our non-agency portfolio, by category of material holdings, as of ~~March 31,~~September 30, 2019:



						Weighted-Average
Non-agency portfolio						Life

Prime						~~13.94~~5.84
Alt-A						~~3.64~~3.99
Sub-prime						~~1.77~~4.04

Mortgage Loans

We invest a portion of our investment portfolio in commercial mortgage loans. As of ~~March 31,~~September 30, 2019, our mortgage loan holdings were approximately ~~$7.7~~$9.3 billion. We have specialized in making loans on either credit-oriented commercial properties or credit-anchored strip shopping centers and apartments. Our underwriting procedures relative to our commercial loan portfolio are based, in our view, on a conservative and disciplined approach. We concentrate on a small number of commercial real estate asset types associated with the necessities of life (retail, multi-family, senior living, professional office buildings, and warehouses). We believe that these asset types tend to weather economic downturns better than other commercial asset classes in which we have chosen not to participate. We believe this disciplined approach has helped to maintain a relatively low delinquency and foreclosure rate throughout our history. The majority of our mortgage loans portfolio was underwritten and funded by us. From time to time, we may acquire loans in conjunction with an acquisition.

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Our commercial mortgage loans are stated at unpaid principal balance, adjusted for any unamortized premium or discount, and net of an allowance for loan losses. Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate. Amortization of premiums and discounts is recorded using the effective yield method. Interest income, amortization of premiums and discounts, and prepayment fees are reported in net investment income.

Certain of the mortgage loans have call options that occur within the next 10 years. However, if interest rates were to significantly increase, we may be unable to exercise the call options on our existing mortgage loans commensurate with the significantly increased market rates. As of ~~March 31,~~September 30, 2019, assuming the loans are called at their next call dates, approximately ~~$77.7~~$54.4 million of principal would become due for the remainder of 2019, ~~$837.4~~$850.9 million in 2020 through 2024, and ~~$60.6~~$59.4 million in 2025 through 2029.

We offer a type of commercial mortgage loan under which we will permit a loan-to-value ratio of up to 85% in exchange for a participating interest in the cash flows from the underlying real estate. As of ~~March 31,~~September 30, 2019 and December 31, 2018, approximately ~~$727.8~~$757.4 million and $700.6 million, respectively, of our total mortgage loans principal balance have this participation feature. Cash flows received as a result of this participation feature are recorded as interest income. During the three and nine months ended ~~March 31,~~September 30, 2019 and 2018, we recognized ~~$2.2~~$3.8 million and ~~$7.3~~$18.0 million and $9.5 million and $22.0 million, respectively, of participating mortgage loan income.

The following table includes a breakdown of our commercial mortgage loan portfolio:


Commercial Mortgage Loan Portfolio Profile	Commercial Mortgage Loan Portfolio Profile					Commercial Mortgage Loan Portfolio Profile
		As of March 31, 2019		As of December 31, 2018			As of September 30, 2019		As of December 31, 2018
		(Dollars In Thousands)					(Dollars In Thousands)
Total number of loans		1,709		1,732		Total number of loans	1,884		1,732
Total amortized cost		7,701,465		7,724,733		Total amortized cost	9,327,911		7,724,733
Total unpaid principal balance		7,588,296		7,602,389		Total unpaid principal balance	9,207,880		7,602,389
Current allowance for loan losses		(1,946	)	(1,296	)	Current allowance for loan losses	(4,056)		(1,296)
Average loan size		4,440		4,389		Average loan size	4,993		4,389

Weighted-average amortization		22.5 years		22.5 years		Weighted-average amortization	20.5 years		22.5 years
Weighted-average coupon		4.60	%	4.60	%	Weighted-average coupon	4.50	%	4.60	%
Weighted-average LTV		55.39	%	55.39	%	Weighted-average LTV	53.73	%	55.39	%
Weighted-average debt coverage ratio		1.55		1.55		Weighted-average debt coverage ratio	1.55		1.55

We record mortgage loans net of an allowance for credit losses. This allowance is calculated through analysis of specific loans that have indicators of potential impairment based on current information and events. As of ~~March 31,~~September 30, 2019 and December 31, 2018, there were allowances for mortgage loan credit losses of ~~$1.9~~$4.1 million and $1.3 million, respectively.

While our mortgage loans do not have quoted market values, as of ~~March 31,~~September 30, 2019, we estimated the fair value of our mortgage loans to be ~~$7.6~~$9.5 billion (using an internal fair value model which calculates the value of most loans by using the loan’s discounted cash flows to the loan’s call or maturity date), which was approximately ~~1.0% less~~2.2% more than the amortized cost, less any related loan loss reserve.

At the time of origination, our mortgage lending criteria targets that the loan-to-value ratio on each mortgage is 75% or less. We target projected rental payments from credit anchors (i.e., excluding rental payments from smaller local tenants) of 70% of the property’s projected operating expenses and debt service.

As of ~~March 31,~~September 30, 2019, $3.2 million of our invested assets consisted ~~of an immaterial amount~~ of nonperforming mortgage loans, restructured mortgage loans, or mortgage loans that were foreclosed and were converted to real estate properties. We do not expect these investments to adversely affect our liquidity or ability to maintain proper matching of assets and liabilities. During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ~~two mortgage loan transactions occurred that were accounted for as~~we recognized four troubled debt restructurings as a result of granting ~~concessions~~concession to a borrower. These concessions were each the result of an agreement between the creditor and the debtor and resulted in the company accepting an amount less than the outstanding principal balance of $2.7 million in satisfaction of the borrowers’ obligation.borrowers which included loan terms unavailable from other lenders. During the three and nine months ended ~~March 31,~~September 30, 2019, we did not recognize any mortgage loans that were foreclosed and were converted to real estate properties. We did not identify any loans whose principal was permanently impaired during the three and nine months ended ~~March 31,~~September 30, 2019.

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It is our policy to cease to carry accrued interest on loans that are over 90 days delinquent. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible. If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place.

Unrealized Gains and Losses — Available-for-Sale Securities

The information presented below relates to investments at a certain point in time and is not necessarily indicative of the status of the portfolio at any time after ~~March 31,~~September 30, 2019, the balance sheet date. Information about unrealized gains and losses is subject to rapidly changing conditions, including volatility of financial markets and changes in interest rates. Management considers a number of factors in determining if an unrealized loss is other-than-temporary, including the expected cash to be collected and the intent, likelihood, and/or ability to hold the security until recovery. Consistent with our long-standing practice, we do not utilize a “bright line test” to determine other-than-temporary impairments. On a quarterly basis, we perform an analysis on every security with an unrealized loss to determine if an other-than-temporary impairment has occurred. This analysis includes reviewing several

metrics including collateral, expected cash flows, ratings, and liquidity. Furthermore, since the timing of recognizing realized gains and losses is largely based on management’s decisions as to the timing and selection of investments to be sold, the tables and information provided below should be considered within the context of the overall unrealized gain/(loss) position of the portfolio. We had an overall net unrealized ~~loss~~gain of ~~$589.8 million,~~$3.0 billion, prior to tax and the related impact of certain insurance assets and liabilities offsets, as of ~~March 31,~~September 30, 2019, and an overall net unrealized loss of $2.6 billion as of December 31, 2018.

For fixed maturity securities held that are in an unrealized loss position as of ~~March 31,~~September 30, 2019, the fair value, amortized cost, unrealized loss, and total time period that the security has been in an unrealized loss position are presented in the table below:


	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss		% Unrealized Loss
	(Dollars In Thousands)
<= 90 days	$	3,110,153	38.5	%	$	3,148,885	37.3	%	$	(38,732)	11.1	%
>90 days but <= 180 days	86,218		1.1		94,589		1.1		(8,371)		2.4
>180 days but <= 270 days	150,610		1.9		153,092		1.8		(2,482)		0.7
>270 days but <= 1 year	150,419		1.9		156,005		1.9		(5,586)		1.6
>1 year but <= 2 years	1,340,163		16.6		1,405,985		16.7		(65,822)		18.7
>2 years but <= 3 years	1,058,143		13.1		1,082,441		12.9		(24,298)		6.9
>3 years but <= 4 years	184,150		2.3		191,172		2.3		(7,022)		2.0
>4 years but <= 5 years	1,987,662		24.6		2,186,666		26.0		(199,004)		56.6
>5 years	—		—		—		—		—		—
Total	$	8,067,518	100.0	%	$	8,418,835	100.0	%	$	(351,317)	100.0	%

Fair
Value

% Fair
Value

Amortized
Cost

% Amortized
Cost

Unrealized
Loss

% Unrealized
Loss
(Dollars In Thousands)
<= 90 days $ 582,337
2.3 % $ 591,639
2.2 % $ (9,302 ) 0.7 %
>90 days but <= 180 days 871,613
3.2
893,513
3.2
(21,900 ) 1.6
>180 days but <= 270 days 1,278,076
4.7
1,340,849
4.7
(62,773 ) 4.6
>270 days but <= 1 year 1,504,990
5.6
1,564,259
5.5
(59,269 ) 4.4
>1 year but <= 2 years 10,530,026
39.1
10,817,642
38.3
(287,616 ) 21.2
>2 years but <= 3 years 5,600,297
20.8
5,864,485
20.7
(264,188 ) 19.5
>3 years but <= 4 years 409,129
1.5
463,363
1.6
(54,234 ) 4.0
>4 years but <= 5 years 6,139,342
22.8
6,735,764
23.8
(596,422 ) 44.0
>5 years —
—
—
—
—
—
Total $ 26,915,810
100.0 % $ 28,271,514
100.0 % $ (1,355,704 ) 100.0 %

The range of maturity dates for securities in an unrealized loss position as of ~~March 31,~~September 30, 2019, varies, with 23.6% maturing in less than 5 years, ~~12.4%~~8.4% maturing between 5 and 10 years, and ~~64.0%~~68.0% maturing after 10 years. The following table shows the credit rating of securities in an unrealized loss position as of ~~March 31,~~September 30, 2019:


S&P or Equivalent	Fair		% Fair		Amortized		% Amortized		Unrealized		% Unrealized
Designation	Value		Value		Cost		Cost		Loss		Loss
	(Dollars In Thousands)
AAA/AA/A	$	4,119,111	51.1	%	$	4,180,670	49.7	%	$	(61,559)	17.5	%
BBB	3,286,453		40.7		3,440,455		40.8		(154,002)		43.8
Investment grade	7,405,564		91.8	%	7,621,125		90.5	%	(215,561)		61.3	%
BB	417,101		5.2		465,357		5.6		(48,256)		13.8
B	120,959		1.5		145,255		1.7		(24,296)		7.0
CCC or lower	123,894		1.5		187,098		2.2		(63,204)		17.9
Below investment grade	661,954		8.2	%	797,710		9.5	%	(135,756)		38.7	%
Total	$	8,067,518	100.0	%	$	8,418,835	100.0	%	$	(351,317)	100.0	%

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S&P or Equivalent Fair % Fair Amortized % Amortized Unrealized % Unrealized
Designation Value Value Cost Cost Loss Loss
(Dollars In Thousands)
AAA/AA/A $ 14,818,305
55.0 % $ 15,315,770
54.2 % $ (497,465 ) 36.7 %
BBB 11,138,244
41.4
11,851,967
41.9
(713,723 ) 52.6
Investment grade 25,956,549
96.4 % 27,167,737
96.1 % (1,211,188 ) 89.3 %
BB 558,014
2.1
613,455
2.2
(55,441 ) 4.1
B 180,978
0.7
224,061
0.8
(43,083 ) 3.2
CCC or lower 220,269
0.8
266,261
0.9
(45,992 ) 3.4
Below investment grade 959,261
3.6 % 1,103,777
3.9 % (144,516 ) 10.7 %
Total $ 26,915,810
100.0 % $ 28,271,514
100.0 % $ (1,355,704 ) 100.0 %

As of ~~March 31,~~September 30, 2019, the Barclays Investment Grade Index was priced at ~~113.6~~111.4 bps versus a 10 year average of ~~145.6~~136.1 bps. Similarly, the Barclays High Yield Index was priced at ~~414.4~~401.6 bps versus a 10 year average of ~~556.7~~523.8 bps. As of ~~March 31,~~September 30, 2019, the five, ten, and thirty-year U.S. Treasury obligations were trading at levels of ~~2.2%~~1.5%, ~~2.4%~~1.7%, and ~~2.8%~~2.1%, as compared to 10 year averages of 1.7%, ~~2.5%~~2.4%, and ~~3.3%~~3.2%, respectively.

As of ~~March 31,~~September 30, 2019 ~~89.3%~~, 61.3% of the unrealized loss was associated with securities that were rated investment grade. We have examined the performance of the underlying collateral and cash flows and expect that our investments will continue to perform in accordance with their contractual terms. Factors such as credit enhancements within the deal structures and the underlying collateral performance/characteristics support the recoverability of the investments. Based on the factors discussed, we do not consider these unrealized loss positions to be other-than-temporary. However, from time to time, we may sell securities in the ordinary course of managing our portfolio to meet diversification, credit quality, yield enhancement, asset/liability management, and liquidity requirements.

Expectations that investments in mortgage-backed and asset-backed securities will continue to perform in accordance with their contractual terms are based on assumptions that a market participant would use in determining the current fair value. It is reasonably possible that the underlying collateral of these investments will perform worse than current market expectations and that such an event may lead to adverse changes in the cash flows on our holdings of these types of securities. This could lead to potential future write-downs within our portfolio of mortgage-backed and asset-backed securities. Expectations that our investments in corporate securities and/or debt obligations will continue to perform in accordance with their contractual terms are based on evidence gathered through our normal credit surveillance process. Although we do not anticipate such events, it is reasonably possible that issuers of our investments in corporate securities will perform worse than current expectations. Such events may lead us to recognize potential future write-downs within our portfolio of corporate securities. It is also possible that such unanticipated

events would lead us to dispose of those certain holdings and recognize the effects of any such market movements in our financial statements.

As of ~~March 31,~~September 30, 2019, we held a total of ~~2,473~~809 positions that were in an unrealized loss position. Included in that amount were ~~124~~71 positions of below investment grade securities with a fair value of ~~$959.3~~$662.0 million that were in an unrealized loss position. Total unrealized losses related to below investment grade securities were ~~$144.5~~$135.8 million, ~~$134.4~~$126.5 million of which had been in an unrealized loss position for more than twelve months. Below investment grade securities in an unrealized loss position were ~~1.4%~~0.8% of invested assets.

As of ~~March 31,~~September 30, 2019, securities in an unrealized loss position that were rated as below investment grade represented ~~3.6%~~8.2% of the total fair value and ~~10.7%~~38.7% of the total unrealized loss. We have the ability and intent to hold these securities to maturity. After a review of each security and its expected cash flows, we believe the decline in fair value to be temporary.

The following table includes the fair value, amortized cost, unrealized loss, and total time period that the security has been in an unrealized loss position for all below investment grade securities as of ~~March 31,~~September 30, 2019:


	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss		% Unrealized Loss
	(Dollars In Thousands)
<= 90 days	$	46,557	7.0	%	$	48,436	6.1	%	$	(1,879)	1.4	%
>90 days but <= 180 days	37,301		5.6		42,387		5.3		(5,086)		3.7
>180 days but <= 270 days	10,188		1.5		10,998		1.4		(810)		0.6
>270 days but <= 1 year	14,987		2.3		16,431		2.1		(1,444)		1.1
>1 year but <= 2 years	180,482		27.3		197,996		24.8		(17,514)		12.9
>2 years but <= 3 years	40,341		6.1		48,787		6.1		(8,446)		6.2
>3 years but <= 4 years	15,810		2.4		17,647		2.2		(1,837)		1.4
>4 years but <= 5 years	316,288		47.8		415,028		52.0		(98,740)		72.7
>5 years	—		—		—		—		—		—
Total	$	661,954	100.0	%	$	797,710	100.0	%	$	(135,756)	100.0	%

103

Fair
Value

% Fair
Value

Amortized
Cost

% Amortized
Cost

Unrealized
Loss

% Unrealized
Loss
(Dollars In Thousands)
<= 90 days $ 38,364
3.8 % $ 39,849
3.6 % $ (1,485 ) 1.0 %
>90 days but <= 180 days 36,015
3.8
37,136
3.4
(1,121 ) 0.8
>180 days but <= 270 days 22,708
2.4
25,223
2.3
(2,515 ) 1.7
>270 days but <= 1 year 102,273
10.7
107,299
9.7
(5,026 ) 3.5
>1 year but <= 2 years 292,485
30.5
317,745
28.8
(25,260 ) 17.5
>2 years but <= 3 years 113,744
11.9
128,665
11.7
(14,921 ) 10.3
>3 years but <= 4 years 135,805
14.2
169,294
15.3
(33,489 ) 23.2
>4 years but <= 5 years 217,867
22.7
278,566
25.2
(60,699 ) 42.0
>5 years —
—
—
—
—
—
Total $ 959,261
100.0 % $ 1,103,777
100.0 % $ (144,516 ) 100.0 %

Table of Contents

We have no material concentrations of issuers or guarantors of fixed maturity securities. The industry segment composition of all securities in an unrealized loss position held as of ~~March 31,~~September 30, 2019, is presented in the following table:


	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss		% Unrealized Loss
	(Dollars In Thousands)
Banking	$	441,628	5.5	%	$	450,063	5.3	%	$	(8,435)	2.4	%
Other finance	124,722		1.5		131,207		1.6		(6,485)		1.8
Electric utility	1,226,992		15.2		1,266,249		15.0		(39,257)		11.2
Energy	693,745		8.6		801,240		9.5		(107,495)		30.6
Natural gas	237,904		2.9		240,105		2.9		(2,201)		0.6
Insurance	411,819		5.1		433,597		5.2		(21,778)		6.2
Communications	391,811		4.9		411,951		4.9		(20,140)		5.7
Basic industrial	308,809		3.8		320,299		3.8		(11,490)		3.3
Consumer noncyclical	810,471		10.0		875,870		10.4		(65,399)		18.6
Consumer cyclical	367,713		4.6		386,795		4.6		(19,082)		5.4
Finance companies	1,805		—		2,419		—		(614)		0.2
Capital goods	193,618		2.4		199,050		2.4		(5,432)		1.5
Transportation	231,110		2.9		238,130		2.8		(7,020)		2.0
Other industrial	33,967		0.4		34,581		0.4		(614)		0.2
Brokerage	114,508		1.4		117,617		1.4		(3,109)		0.9
Technology	172,576		2.1		181,112		2.2		(8,536)		2.4
Real estate	—		—		—		—		—		—
Other utility	12,301		0.4		12,579		0.1		(278)		0.2
Commercial mortgage-backed securities	185,055		2.3		186,174		2.2		(1,119)		0.3
Other asset-backed securities	616,293		7.6		629,310		7.5		(13,017)		3.7
Residential mortgage-backed non-agency securities	652,377		8.1		656,330		7.8		(3,953)		1.1
Residential mortgage-backed agency securities	119,958		1.5		121,025		1.4		(1,067)		0.3
U.S. government-related securities	600,593		7.4		603,162		7.2		(2,569)		0.7
Other government-related securities	67,436		0.8		69,066		0.8		(1,630)		0.5
States, municipals, and political divisions	50,307		0.6		50,904		0.6		(597)		0.2
Total	$	8,067,518	100.0	%	$	8,418,835	100.0	%	$	(351,317)	100.0	%

104

Fair
Value

% Fair
Value

Amortized
Cost

% Amortized
Cost

Unrealized
Loss

% Unrealized
Loss
(Dollars In Thousands)
Banking $ 2,500,412
9.3 % $ 2,553,610
9.1 % $ (53,198 ) 4.0 %
Other finance 42,713
0.2
46,607
0.2
(3,894 ) 0.3
Electric utility 3,248,601
12.1
3,468,184
12.3
(219,583 ) 16.2
Energy 1,912,482
7.1
2,039,988
7.2
(127,506 ) 9.4
Natural gas 599,048
2.2
633,563
2.2
(34,515 ) 2.5
Insurance 2,724,571
10.1
2,867,300
10.1
(142,729 ) 10.5
Communications 1,273,111
4.7
1,378,621
4.9
(105,510 ) 7.8
Basic industrial 798,583
3.0
854,805
3.0
(56,222 ) 4.1
Consumer noncyclical 2,836,975
10.5
3,063,594
10.8
(226,619 ) 16.7
Consumer cyclical 945,661
3.5
1,001,980
3.5
(56,319 ) 4.2
Finance companies 51,683
0.2
56,022
0.2
(4,339 ) 0.3
Capital goods 1,561,461
5.8
1,633,495
5.8
(72,034 ) 5.3
Transportation 929,179
3.5
980,677
3.5
(51,498 ) 3.8
Other industrial 171,689
0.6
177,479
0.6
(5,790 ) 0.4
Brokerage 585,598
2.2
605,887
2.1
(20,289 ) 1.5
Technology 755,880
2.8
790,692
2.8
(34,812 ) 2.6
Real estate 23,753
0.1
23,868
0.1
(115 ) —
Other utility 14,585
0.1
15,567
0.1
(982 ) 0.1
Commercial mortgage-backed securities 1,506,966
5.6
1,534,227
5.4
(27,261 ) 2.0
Other asset-backed securities 723,749
2.7
739,372
2.6
(15,623 ) 1.2
Residential mortgage-backed non-agency securities 965,523
3.6
987,662
3.5
(22,139 ) 1.6
Residential mortgage-backed agency securities 431,904
1.6
439,080
1.6
(7,176 ) 0.5
U.S. government-related securities 1,089,694
4.0
1,120,106
�� 4.0
(30,412 ) 2.2
Other government-related securities 249,879
0.9
261,762
0.9
(11,883 ) 0.9
States, municipals, and political divisions 972,110
3.6
997,366
3.5
(25,256 ) 1.9
Total $ 26,915,810
100.0 % $ 28,271,514
100.0 % $ (1,355,704 ) 100.0 %

Table of Contents

We have no material concentrations of issuers or guarantors of fixed maturity securities. The industry segment composition of all securities in an unrealized loss position held as of December 31, 2018, is presented in the following table:


	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss		% Unrealized Loss
	(Dollars In Thousands)
Banking	$	4,396,876	10.7	%	$	4,601,424	10.8	%	$	(204,548)	7.3	%
Other finance	106,041		0.3		111,260		0.3		(5,219)		0.2
Electric utility	4,067,195		10.2		4,423,607		10.4		(356,412)		13.0
Energy	3,375,774		8.5		3,674,053		8.6		(298,279)		10.9
Natural gas	723,330		1.8		782,418		1.8		(59,088)		2.2
Insurance	3,404,781		8.6		3,683,699		8.7		(278,918)		10.2
Communications	1,831,159		4.6		2,027,570		4.8		(196,411)		7.2
Basic industrial	1,389,231		3.5		1,504,195		3.5		(114,964)		4.2
Consumer noncyclical	4,238,899		10.7		4,610,843		10.8		(371,944)		13.6
Consumer cyclical	1,383,892		3.5		1,487,892		3.5		(104,000)		3.8
Finance companies	142,317		0.4		153,477		0.4		(11,160)		0.4
Capital goods	2,253,972		5.7		2,401,711		5.6		(147,739)		5.4
Transportation	1,387,012		3.5		1,482,184		3.5		(95,172)		3.5
Other industrial	191,055		0.5		203,221		0.5		(12,166)		0.4
Brokerage	801,822		2.0		842,210		2.0		(40,388)		1.5
Technology	1,347,590		3.4		1,438,149		3.4		(90,559)		3.3
Real estate	73,098		0.2		74,323		0.2		(1,225)		—
Other utility	18,440		—		20,048		0.1		(1,608)		—
Commercial mortgage-backed securities	1,825,110		4.6		1,882,110		4.4		(57,000)		2.1
Other asset-backed securities	836,141		2.1		871,539		2.0		(35,398)		1.3
Residential mortgage-backed non-agency securities	1,740,878		4.4		1,789,956		4.2		(49,078)		1.8
Residential mortgage-backed agency securities	539,896		1.4		552,753		1.3		(12,857)		0.5
U.S. government-related securities	1,215,944		3.1		1,261,666		3.0		(45,722)		1.7
Other government-related securities	355,842		0.9		389,632		0.9		(33,790)		1.2
States, municipals, and political divisions	2,133,413		5.4		2,252,315		5.3		(118,902)		4.3
Total	$	39,779,708	100.0	%	$	42,522,255	100.0	%	$	(2,742,547)	100.0	%

Fair
Value

% Fair
Value

Amortized
Cost

% Amortized
Cost

Unrealized
Loss

% Unrealized
Loss
(Dollars In Thousands)
Banking $ 4,396,876
10.7 % $ 4,601,424
10.8 % $ (204,548 ) 7.3 %
Other finance 106,041
0.3
111,260
0.3
(5,219 ) 0.2
Electric utility 4,067,195
10.2
4,423,607
10.4
(356,412 ) 13.0
Energy 3,375,774
8.5
3,674,053
8.6
(298,279 ) 10.9
Natural gas 723,330
1.8
782,418
1.8
(59,088 ) 2.2
Insurance 3,404,781
8.6
3,683,699
8.7
(278,918 ) 10.2
Communications 1,831,159
4.6
2,027,570
4.8
(196,411 ) 7.2
Basic industrial 1,389,231
3.5
1,504,195
3.5
(114,964 ) 4.2
Consumer noncyclical 4,238,899
10.7
4,610,843
10.8
(371,944 ) 13.6
Consumer cyclical 1,383,892
3.5
1,487,892
3.5
(104,000 ) 3.8
Finance companies 142,317
0.4
153,477
0.4
(11,160 ) 0.4
Capital goods 2,253,972
5.7
2,401,711
5.6
(147,739 ) 5.4
Transportation 1,387,012
3.5
1,482,184
3.5
(95,172 ) 3.5
Other industrial 191,055
0.5
203,221
0.5
(12,166 ) 0.4
Brokerage 801,822
2.0
842,210
2.0
(40,388 ) 1.5
Technology 1,347,590
3.4
1,438,149
3.4
(90,559 ) 3.3
Real estate 73,098
0.2
74,323
0.2
(1,225 ) —
Other utility 18,440
—
20,048
0.1
(1,608 ) —
Commercial mortgage-backed securities 1,825,110
4.6
1,882,110
4.4
(57,000 ) 2.1
Other asset-backed securities 836,141
2.1
871,539
2.0
(35,398 ) 1.3
Residential mortgage-backed non-agency securities 1,740,878
4.4
1,789,956
4.2
(49,078 ) 1.8
Residential mortgage-backed agency securities 539,896
1.4
552,753
1.3
(12,857 ) 0.5
U.S. government-related securities 1,215,944
3.1
1,261,666
3.0
(45,722 ) 1.7
Other government-related securities 355,842
0.9
389,632
0.9
(33,790 ) 1.2
States, municipals, and political divisions 2,133,413
5.4
2,252,315
5.3
(118,902 ) 4.3
Total $ 39,779,708
100.0 % $ 42,522,255
100.0 % $ (2,742,547 ) 100.0 %

Risk Management and Impairment Review

We monitor the overall credit quality of our portfolio within established guidelines. The following table includes our available-for-sale fixed maturities by credit rating as of ~~March 31,~~September 30, 2019:


			Percent of
Rating	Fair Value		Fair Value
	(Dollars In Thousands)
AAA	$	8,695,217	13.6	%
AA	7,528,426		11.8
A	22,170,172		34.7
BBB	23,958,116		37.5
Investment grade	62,351,931		97.6
BB	1,103,107		1.7
B	209,515		0.3
CCC or lower	262,319		0.4
Below investment grade	1,574,941		2.4
Total	$	63,926,872	100.0	%

105

Percent of
Rating Fair Value Fair Value
(Dollars In Thousands)
AAA $ 6,833,527
13.4 %
AA 5,972,368
11.7
A 17,691,716
34.6
BBB 18,972,599
37.1
Investment grade 49,470,210
96.8
BB 1,085,788
2.2
B 256,743
0.5
CCC or lower 268,475
0.5
Below investment grade 1,611,006
3.2
Total $ 51,081,216
100.0 %

Table of Contents

Not included in the table above are $2.4 billion of investment grade and ~~$120.7~~$113.5 million of below investment grade fixed maturities classified as trading securities and ~~$2.6~~$2.5 billion of fixed maturities classified as held-to-maturity.

Limiting bond exposure to any creditor group is another way we manage credit risk. We held no credit default swaps on the positions listed below as of ~~March 31,~~September 30, 2019. The following table summarizes our ten largest fixed maturity exposures to an individual creditor group as of ~~March 31,~~September 30, 2019:

Fair Value of
Funded Unfunded Total
Creditor Securities Exposures Fair Value
(Dollars In Millions)
Federal Home Loan Bank $ 327.3
$ —
$ 327.3
AT&T Inc 249.3
—
249.3
Berkshire Hathaway 248.4
—
248.4
Comcast Crp 232.6
—
232.6
Duke Energy Corp. 230.0
—
230.0
UnitedHealth Group Inc 229.0
—
229.0
Wells Fargo & Co 220.3
—
220.3
JP Morgan Chase & Co. 215.7
1.6
217.3
HSBC Holdings Plc 215.8
0.5
216.3
Exelon Corp. 215.7
—
215.7
Total $ 2,384.1
$ 2.1
$ 2,386.2


	Fair Value of
	Funded		Unfunded		Total
Creditor	Securities		Exposures		Fair Value
	(Dollars In Millions)
Berkshire Hathaway Inc	$	295.1	$	—	$	295.1
Duke Energy Corp	281.2		—		281.2
UnitedHealth Group Inc	276.3		—		276.3
Comcast Corp	265.9		—		265.9
Apple Inc	260.3		—		260.3
Exelon Corp	259.5		—		259.5
Microsoft Corp	257.5		—		257.5
Verizon Communications Inc	252.1		—		252.1
JPMorgan Chase & Co	248.5		0.6		249.1
AT&T Inc	248.9		—		248.9
Total	$	2,645.3	$	0.6	$	2,645.9

Determining whether a decline in the current fair value of invested assets is an other-than-temporary decline in value is both objective and subjective, and can involve a variety of assumptions and estimates, particularly for investments that are not actively traded in established markets. We review our positions on a monthly basis for possible credit concerns and review our current exposure, credit enhancement, and delinquency experience.

Management considers a number of factors when determining the impairment status of individual securities. These include the economic condition of various industry segments and geographic locations and other areas of identified risks. Since it is possible for the impairment of one investment to affect other investments, we engage in ongoing risk management to safeguard against and limit any further risk to our investment portfolio. Special attention is given to correlative risks within specific industries, related parties, and business markets.

For certain securitized financial assets with contractual cash flows, including RMBS, CMBS, and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”), GAAP requires us to periodically update our best estimate of cash flows over the life of the security. If the fair value of a securitized financial asset is less than its cost or amortized cost and there has been a decrease in the present value of the expected cash flows since the last revised estimate, considering both timing and amount, an other-than-temporary impairment charge is recognized. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral. Projections of expected future cash flows may change based upon

new information regarding the performance of the underlying collateral. In addition, we consider our intent and ability to retain a temporarily depressed security until recovery.

Securities in an unrealized loss position are reviewed at least quarterly to determine if an other-than-temporary impairment is present based on certain quantitative and qualitative factors. We consider a number of factors in determining whether the impairment is other-than-temporary. These include, but are not limited to: 1) actions taken by rating agencies, 2) default by the issuer, 3) the significance of the decline, 4) an assessment of our intent to sell the security (including a more likely than not assessment of whether we will be required to sell the security) before recovering the security’s amortized cost, 5) the time period during which the decline has occurred, 6) an economic analysis of the issuer’s industry, and 7) the financial strength, liquidity, and recoverability of the issuer. Management performs a security-by-security review each quarter in evaluating the need for any other-than-temporary impairments. Although no set formula is used in this process, the investment performance, collateral position, and continued viability of the issuer are significant measures considered, along with an analysis regarding our expectations for recovery of the security’s entire amortized cost basis through the receipt of future cash flows. Based on our analysis, forthe ~~three~~nine months ended ~~March 31,~~September 30, 2019, we recognized approximately ~~$3.1~~$14.7 million of credit related impairments on investment securities in an unrealized loss position that were other-than-temporarily impaired resulting in a charge to earnings.

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Table of Contents

There are certain risks and uncertainties associated with determining whether declines in fair values are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions, commission of fraud, and legislative actions. We continuously monitor these factors as they relate to the investment portfolio in determining the status of each investment.

We have deposits with certain financial institutions which exceed federally insured limits. We have reviewed the creditworthiness of these financial institutions and believe that there is minimal risk of a material loss.

Certain European countries have experienced varying degrees of financial stress, which could have a detrimental impact on regional or global economic conditions and on sovereign and non-sovereign obligations. The chart shown below includes our non-sovereign fair value exposures in these countries as of ~~March 31,~~September 30, 2019. As of ~~March 31,~~September 30, 2019, we had no material unfunded exposure and had no material direct sovereign exposure.


					Total Gross
	Non-sovereign Debt						Funded
Financial Instrument and Country	Financial		Non-financial		Exposure
	(Dollars In Millions)
Securities:
United Kingdom	$	1,058.2	$	1,288.5	$	2,346.7
France	406.0		508.5		914.5
Germany	124.6		649.7		774.3
Netherlands	346.8		345.9		692.7
Switzerland	392.0		240.0		632.0
Spain	97.9		378.4		476.3
Belgium	—		196.9		196.9
Ireland	54.7		129.0		183.7
Norway	4.1		148.4		152.5
Finland	147.2		—		147.2
Italy	—		139.2		139.2
Sweden	37.5		57.1		94.6
Luxembourg	—		58.3		58.3
Denmark	52.1		—		52.1
Portugal	—		23.3		23.3
Total securities	2,721.1		4,163.2		6,884.3
Derivatives:
Germany	54.5		—		54.5
United Kingdom	27.6		—		27.6
Switzerland	21.5		—		21.5
France	5.6		—		5.6
Total derivatives	109.2		—		109.2
Total securities	$	2,830.3	$	4,163.2	$	6,993.5

Total Gross
Non-sovereign Debt Funded
Financial Instrument and Country Financial Non-financial Exposure
(Dollars In Millions)
Securities:

United Kingdom $ 850.2
$ 1,029.3
$ 1,879.5
France 358.6
410.8
769.4
Netherlands 300.9
294.8
595.7
Germany 114.9
465.9
580.8
Switzerland 344.7
196.9
541.6
Spain 82.5
308.4
390.9
Belgium —
176.2
176.2
Norway 4.1
145.1
149.2
Finland 146.5
—
146.5
Ireland 43.7
87.5
131.2
Italy 10.7
117.7
128.4
Luxembourg —
68.4
68.4
Sweden 39.8
20.1
59.9
Denmark 36.9
—
36.9
Portugal —
23.1
23.1
Total securities 2,333.5
3,344.2
5,677.7
Derivatives:

Germany 23.8
—
23.8
United Kingdom 17.9
—
17.9
Switzerland 7.3
—
7.3
France 1.1
—
1.1
Total derivatives 50.1
—
50.1
Total securities $ 2,383.6
$ 3,344.2
$ 5,727.8

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Table of Contents

Realized Gains and Losses

The following table sets forth realized investment gains and losses for the periods shown:


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Fixed maturity gains - sales	$	7,870		$	8,049		Fixed maturity gains - sales	$	20,155	$	3,410	$	34,801	$	21,540
Fixed maturity losses - sales	(2,733		)	(5,266		)	Fixed maturity losses - sales	(4,469)		(5,428)		(12,916)		(15,292)
Equity gains and losses	30,635			(8,738		)	Equity gains and losses	6,117		(6,925)		44,292		(16,693)
Impairments on fixed maturity securities	(3,142		)	(3,645		)	Impairments on fixed maturity securities	(10,818)		(14)		(14,658)		(3,664)
Modco trading portfolio	94,902			(84,709		)	Modco trading portfolio	67,674		(10,901)		252,147		(148,427)
Other	(1,146		)	3,113			Other	(1,260)		(312)		(1,070)		1,522
Total realized gains (losses) - investments	$	126,386		$	(91,196	)	Total realized gains (losses) - investments	$	77,399	$	(20,170)	$	302,596	$	(161,014)
Derivatives related to VA contracts:							Derivatives related to VA contracts:
Interest rate futures	$	(6,022	)	$	(16,892	)	Interest rate futures	$	727	$	2,111	$	(16,575)	$	(13,229)
Equity futures	29,738			(6,428		)	Equity futures	5,220		(5,733)		37,517		(23,025)
Currency futures	2,244			(7,583		)	Currency futures	9,181		3,410		11,028		7,890
Equity options	(71,695		)	12,016			Equity options	(3,957)		(21,206)		(97,354)		(47,406)
Interest rate swaptions	—			(14		)	Interest rate swaptions	—		—		—		(14)
Interest rate swaps	74,861			(63,710		)	Interest rate swaps	149,766		(41,288)		342,561		(131,147)
Total return swaps	(40,027		)	6,490			Total return swaps	(1,950)		(32,343)		(50,522)		(35,908)
Embedded derivative - GLWB	(33,387		)	21,473			Embedded derivative - GLWB	(86,635)		22,931		(189,624)		55,595
Funds withheld derivative	61,777			(7,957		)	Funds withheld derivative	(350)		37,444		80,198		68,341
Total derivatives related to VA contracts	17,489			(62,605		)	Total derivatives related to VA contracts	72,002		(34,674)		117,229		(118,903)
Derivatives related to FIA contracts:							Derivatives related to FIA contracts:
Embedded derivative	(38,814		)	11,330			Embedded derivative	(4,335)		(14,360)		(67,968)		(7,957)
Equity futures	(429		)	(161		)	Equity futures	962		(388)		964		(716)

Equity options	42,050			(4,669		)	Equity options	4,785		18,474		60,026		21,203
Total derivatives related to FIA contracts	2,807			6,500			Total derivatives related to FIA contracts	1,412		3,726		(6,978)		12,530
Derivatives related to IUL contracts:							Derivatives related to IUL contracts:
Embedded derivative	(13,370		)	9,884			Embedded derivative	6,261		(9,535)		(18,395)		(877)
Equity futures	171			136			Equity futures	91		(1)		347		135
Equity options	6,180			(1,250		)	Equity options	586		4,928		9,372		5,764
Total derivatives related to IUL contracts	(7,019		)	8,770			Total derivatives related to IUL contracts	6,938		(4,608)		(8,676)		5,022
Embedded derivative - Modco reinsurance treaties	(84,998		)	82,658			Embedded derivative - Modco reinsurance treaties	(44,027)		10,811		(199,704)		138,652
Derivatives with PLC⁽¹⁾	(1,653		)	11,543			Derivatives with PLC⁽¹⁾	7,583		(1,913)		14,852		(66)
Other derivatives	66			(40		)	Other derivatives	(1,622)		(52)		(3,011)		(59)
Total realized gains (losses) - derivatives	$	(73,308	)	$	46,826		Total realized gains (losses) - derivatives	$	42,286	$	(26,710)	$	(86,288)	$	37,176

(1) These derivatives include the interest support agreement, two early renewable term (“YRT”) premium support agreements, and three portfolio maintenance agreements between certain of our subsidiaries and PLC.	(1) These derivatives include the interest support agreement, two early renewable term (“YRT”) premium support agreements, and three portfolio maintenance agreements between certain of our subsidiaries and PLC.						(1) These derivatives include the interest support agreement, two early renewable term (“YRT”) premium support agreements, and three portfolio maintenance agreements between certain of our subsidiaries and PLC.

Realized gains and losses on investments reflect portfolio management activities designed to maintain proper matching of assets and liabilities and to enhance long-term investment portfolio performance. The change in net realized investment gains (losses), excluding impairments and Modco trading portfolio activity during the three and nine months ended ~~March 31,~~September 30, 2019, primarily reflects the normal operation of our asset/liability program within the context of the changing interest rate and spread environment.

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Realized losses are comprised of other-than-temporary impairments and actual sales of investments. These other-than-temporary impairments resulted from our analysis of circumstances and our belief that credit events, loss severity, changes in

credit enhancement, and/or other adverse conditions of the respective issuers have caused, or will lead to, a deficiency in the contractual cash flows related to these investments. These other-than-temporary impairments are presented in the chart below:


	For The Three Months Ended March 31,							For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018				2019		2018		2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Other MBS	$	(43	)	$	(31	)	Other MBS	$	(13)	$	14	$	(94)	$	50
Corporate securities	(3,099		)	(3,614		)	Corporate securities	(10,805)		—		(14,564)		3,614
Other	—			—

Total	$	(3,142	)	$	(3,645	)	Total	$	(10,818)	$	14	$	(14,658)	$	3,664

As previously discussed, management considers several factors when determining other-than-temporary impairments. Although we purchase securities with the intent to hold them until maturity, we may change our position as a result of a change in circumstances. Any such decision is consistent with our classification of all but a specific portion of our investment portfolio as available-for-sale. For the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we sold securities in an unrealized loss position with a fair value of ~~$171.3~~$368.4 million. For such securities, the proceeds, realized loss, and total time period that the security had been in an unrealized loss position are presented in the table below:


	Proceeds		% Proceeds		Realized Loss			% Realized Loss			Proceeds		% Proceeds		Realized Loss		% Realized Loss
	(Dollars In Thousands)										(Dollars In Thousands)
<= 90 days	$	154,168	90.0	%	$	(1,900	)	69.5	%	<= 90 days	$	222,765	60.5	%	$	(3,028)	23.4	%
>90 days but <= 180 days	—		—		—			—		>90 days but <= 180 days	—		—		—		—
>180 days but <= 270 days	—		—		—			—		>180 days but <= 270 days	13,797		3.7		(1,348)		10.4
>270 days but <= 1 year	—		—		—			—		>270 days but <= 1 year	5,862		1.6		(743)		5.8
>1 year	17,134		10.0		(833		)	30.5		>1 year	125,992		34.2		(7,797)		60.4
Total	$	171,302	100.0	%	$	(2,733	)	100.0	%	Total	$	368,416	100.0	%	$	(12,916)	100.0	%

For the three and nine months ended ~~March 31,~~September 30, 2019, we sold securities in an unrealized loss position with a fair value (proceeds) of ~~$171.3~~$37.5 million and $368.4 million. The ~~loss~~losses realized on the sale of these securities ~~was $2.7~~were $4.5 million and $12.9 million. We made the decision to exit these holdings in conjunction with our overall asset/liability management process.

For the three and nine months ended ~~March 31,~~September 30, 2019, we sold securities in an unrealized gain position with a fair value of ~~$648.9 million.~~$679.5 million and $1.8 billion. The ~~gain~~gains realized on the sale of these securities ~~was $7.9~~were $20.2 million and $34.8 million.

For the three and nine months ended ~~March 31,~~September 30, 2019, net gains of ~~$94.9~~$67.7 million and $252.1 million, related to changes in fair value on our Modco trading portfolios, were included in realized gains and losses. Of ~~this amount,~~the $252.1 million for the nine months ended September 30, 2019, approximately ~~$1.4~~$7.5 million of gains were realized through the sale of certain securities, which will be reimbursed byto our reinsurance partners over time through the reinsurance settlement process for this block of business. The Modco embedded derivative, included those associated with the trading portfolios had realized pre-tax losses of ~~$85.0~~$44.0 million and $199.7 million during the three and nine months ended ~~March 31,~~September 30, 2019. The losses on the embedded derivative were due to treasury yields ~~decreasing and credit spreads tightening.~~

decreasing.

We use various derivative instruments to manage risks related to certain life insurance and annuity products. We can use these derivatives as economic hedges against risks inherent in the products. These risks have a direct impact on the cost of these products and are correlated with the equity markets, interest rates, foreign currency levels, and overall volatility. The hedged risks are recorded through the recognition of embedded derivatives associated with the products. These products include the GLWB rider associated with the variable annuity, fixed indexed annuity products as well as indexed universal life products. During the three and nine months ended ~~March 31,~~September 30, 2019, we experienced net realized gains of ~~$17.5~~$72.0 million and $117.2 million on derivatives related to VA contracts. These net gains on derivatives related to VA contracts were affected by capital market impacts, changes in our non-performance risk, unlocking of assumptions, and variations in actual sub-account fund performance from the indices included in our hedging program during the three and nine months ended ~~March 31,~~September 30, 2019.

The Funds Withheld derivative associated with Shades Creek had pre-tax realized losses of $0.4 million and pre-tax realized gains of ~~$61.8~~$80.2 million for the three and nine months ended ~~March 31, 2019.~~September 30, 2019, respectively.

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Certain of our subsidiaries have derivatives with PLC. These derivatives consist of an interest support agreement, two YRT premium support agreements, and three portfolio maintenance agreements with PLC. We recognized ~~a loss~~gains of ~~$2.6~~$7.2 million and $12.9 million related to the interest support agreement for the three and nine months ended ~~March 31,~~September 30, 2019. We recognized ~~$1.0~~$0.1 million and $1.7 million of gains related to the YRT premium support agreements for the three and nine months ended ~~March 31,~~September 30, 2019.

We entered into two separate portfolio maintenance agreements in October 2012 and one portfolio maintenance agreement in January 2016. We recognized ~~$0.1~~gains of $0.2 million ~~of losses~~and $0.3 million, respectively, for the three and nine months ended ~~March 31,~~September 30, 2019.

We also use various swaps and other types of derivatives to mitigate risk related to other exposures. For the three and nine months ended ~~March 31,~~September 30, 2019, these contracts generated ~~gains~~losses of ~~$0.1~~$1.6 million and $3.0 million.

LIQUIDITY AND CAPITAL RESOURCES

The Holding Company

Overview

Our primary sources of funding are from our insurance operations and revenues from investments. These sources of cash support our operations and are used to pay dividends to PLC.

The states in which we and our insurance subsidiaries are domiciled impose certain restrictions on the ability to pay dividends. These restrictions are based in part on the prior year’s statutory income and/or surplus.

Debt and other capital resources

Our primary sources of capital are from retained income from our insurance operations and capital infusions from our parent, PLC. Additionally, we have access to the Credit Facility discussed below.

On May 3, 2018, we amended the Credit Facility (as amended the “Credit Facility”). We have the ability to borrow under the Credit Facility on an unsecured basis up to an aggregate principal amount of $1.0 billion. We have the right in certain circumstances to request that the commitment under the Credit Facility be increased up to a maximum principal amount of $1.5 billion. We are not aware of any non-compliance with the financial debt covenants of the Credit Facility as of ~~March 31,~~September 30, 2019. PLC had no outstanding balance as of ~~March 31,~~September 30, 2019.

Liquidity

Liquidity refers to a company’s ability to generate adequate amounts of cash to meet its needs. We meet our liquidity requirements primarily through positive cash flows from our operating subsidiaries. Primary sources of cash from the operating subsidiaries are premiums, deposits for policyholder accounts, investment sales and maturities, and investment income. Primary uses of cash include benefit payments, withdrawals from policyholder accounts, investment purchases, policy acquisition costs, interest payments, and other operating expenses. We believe that we have sufficient liquidity to fund our cash needs under normal operating scenarios.

In the event of significant unanticipated cash requirements beyond our normal liquidity needs, we have additional sources of liquidity available depending on market conditions and the amount and timing of the liquidity need. These additional sources of liquidity include cash flows from operations, the sale of liquid assets, accessing our credit facility, and other sources described herein. Our decision to sell investment assets could be impacted by accounting rules, including rules relating to the likelihood of a requirement to sell securities before recovery of our cost basis. Under stressful market and economic conditions, liquidity may broadly deteriorate, which could negatively impact our ability to sell investment assets. If we require on short notice significant amounts of cash in excess of normal requirements, we may have difficulty selling investment assets in a timely manner, be forced to sell them for less than we otherwise would have been able to realize, or both.

The liquidity requirements of our regulated insurance subsidiaries primarily relate to the liabilities associated with their various insurance and investment products, operating expenses, and income taxes. Liabilities arising from insurance and investment products include the payment of policyholder benefits, as well as cash payments in connection with policy surrenders and withdrawals, policy loans, and obligations to redeem funding agreements.

We maintain investment strategies intended to provide adequate funds to pay benefits and expected surrenders, withdrawals, loans, and redemption obligations without forced sales of investments. In addition, our insurance subsidiaries hold highly liquid, high-quality short-term investment securities and other liquid investment grade fixed maturity securities to fund our expected operating expenses, surrenders, and withdrawals. We were committed as of ~~March 31,~~September 30, 2019 to fund mortgage loans in the amount of ~~$871.6~~$794.9 million.

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Our cash flows are used to fund an investment portfolio that provides for future benefit payments. We employ a formal asset/liability program to manage the cash flows of our investment portfolio relative to our long-term benefit obligations. As of ~~March 31,~~September 30, 2019, we held cash and short-term investments of approximately ~~$859.2 million.~~

$1.3 billion.

The following chart includes the cash flows provided by or used in operating, investing, and financing activities for the following periods:


	For The Three Months Ended March 31,							For The Nine Months Ended September 30,
	2019			2018				2019		2018
	(Dollars In Thousands)							(Dollars In Thousands)
Net cash used in operating activities	$	(65,549	)	$	(38,956	)	Net cash used in operating activities	$	(13,755)	$	(127,246)
Net cash provided by investing activities	67,156			14,873
Net cash used in investing activities							Net cash used in investing activities	(1,626,784)		(1,433,609)
Net cash provided by financing activities	64,547			105,848			Net cash provided by financing activities	1,712,439		1,543,173
Total	$	66,154		$	81,765		Total	$	71,900	$	(17,682)

For The ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2019 as compared to the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2018

Net cash used in operating activities - Cash flows from operating activities are affected by the timing of premiums received, investment income, and benefits and expenses paid. Principal sources of cash inflows from operating activities include sales of our products and services as well as income from investments. Due to the nature of our business and the fact that many of the products we sell produce financing and investing cash flows it is important to consider cash flows generated by investing and financing activities in conjunction with those generated by operating activities.

Net cash ~~provided by~~used in investing activities - Changes in cash from investing activities primarily related to our investment portfolio. We had payments for business acquisition of $777.8 million, net of cash acquired, for the GWL&A acquisition for the nine months ended September 30, 2019, as compared to cash received of $20.7 million for the Liberty transaction for the nine months ended September 30, 2018.

Net cash provided by financing activities - Changes in cash from financing activities included ~~$311.3~~$142.6 million of outflows from secured financing liabilities for the ~~three~~nine months ended ~~March 31,~~September 30, 2019, as compared to the ~~$238.8~~$503.3 million of outflows for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 and ~~$401.1 million~~$1.1 billion of inflows of investment product and universal life net activity as compared to ~~$363.0 million~~$2.0 billion in the prior year. Net repayment of non-recourse funding obligations ~~equaled $25.0~~was $86.0 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 as compared to net repayments of ~~$18.3~~$62.0 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The Company received a capital contribution from its parent of $850.0 million during the nine months ended September 30, 2019.

Through our subsidiaries, we are members of the FHLB of Cincinnati and the FHLB of New York. FHLB advances provide an attractive funding source for short-term borrowing and for the sale of funding agreements. Membership in the FHLB requires that we purchase FHLB capital stock based on a minimum requirement and a percentage of the dollar amount of advances outstanding. Our borrowing capacity is determined by criteria established by each respective bank. In addition, our obligations under the advances must be collateralized. We maintain control over any such pledged assets, including the right of substitution. As of ~~March 31,~~September 30, 2019, we had $1.2 billion of funding agreement-related advances and accrued interest outstanding under the FHLB program.

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While we anticipate that the cash flows of our operating subsidiaries will be sufficient to meet our investment commitments and operating cash needs in a normal credit market environment, we recognize that investment commitments scheduled to be funded may, from time to time, exceed the funds then available. Therefore, we have established repurchase agreement programs for certain of our insurance subsidiaries to provide liquidity when needed. We expect that the rate received on its investments will equal or exceed its borrowing rate. Under this program, we may, from time to time, sell an investment security at a specific price and agree to repurchase that security at another specified price at a later date. These borrowings are typically for a term less than 90 days. The fair value of securities to be repurchased is monitored and collateral levels are adjusted where appropriate to protect the counterparty against credit exposure. Cash received is invested in fixed maturity securities, and the agreements provide for net settlement in the event of default or on termination of the agreements. As of ~~March 31,~~September 30, 2019, the fair value of securities pledged under the repurchase program was ~~$92.9~~$278.0 million and the repurchase obligation of ~~$89.3~~$272.1 million was included in our consolidated condensed balance sheets (at an average borrowing rate of ~~254~~215 basis points). During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, the maximum balance outstanding at any one point in time related to these programs was ~~$473.3~~$540.0 million. The average daily balance was ~~$203.1~~$160.1 million (at an average borrowing rate of ~~249~~242 basis points) during the ~~three~~nine months ended ~~March 31,~~September 30, 2019. As of December 31, 2018, the fair value of securities pledged under the repurchase program was $451.9 million and the repurchase obligation of $418.1 million was included in our consolidated condensed balance sheets (at an average borrowing rate of 245 basis points). During the year ended December 31, 2018, the maximum balance outstanding at any one point in time related to these programs was $885.0 million. The average daily balance was $511.4 million (at an average borrowing rate of 184 basis points) during the year ended December 31, 2018.

We participate in securities lending, primarily as an investment yield enhancement, whereby securities that are held as investments are loaned out to third parties for short periods of time. We require initial collateral of 102% of the market value of the loaned securities to be separately maintained. The loaned securities’ fair value is monitored on a daily basis. As of ~~March 31,~~September 30, 2019, securities with a market value of ~~$89.0~~$76.7 million were loaned under this program. As collateral for the loaned securities, we receive cash and short-term investments, which is invested in collateralized short-term investments. These collateralized short-term investments are recorded in short-term investments with a corresponding liability recorded in other liabilities to account for its obligation to return the collateral. As of ~~March 31,~~September 30, 2019, the fair value of the collateral related to this program was ~~$94.7~~$80.6 million and we have an obligation to return ~~$94.7~~$80.6 million of collateral to the securities borrowers.

Statutory Capital

A life insurance company’s statutory capital is computed according to rules prescribed by the NAIC, as modified by state law. Generally speaking, other states in which a company does business defer to the interpretation of the domiciliary state with respect to NAIC rules, unless inconsistent with the other state’s regulations. Statutory accounting rules are different from GAAP and are intended to reflect a more conservative view, for example, requiring immediate expensing of policy acquisition costs. The NAIC’s risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. The achievement of long-term growth will require growth in the statutory capital of our insurance subsidiaries. The subsidiaries may secure additional statutory capital through various sources, such as retained statutory earnings or our equity contributions. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval of the insurance commissioner of the state of domicile. Dividends in larger amounts are considered extraordinary and are subject to affirmative prior approval by such commissioner. The maximum amount that would qualify as an ordinary dividend to us from our insurance subsidiaries in 2019 is approximately $154.8 million. The maximum amount that would qualify as an ordinary dividend to PLC from the Company in 2019 is $434.0 million.

State insurance regulators and the NAIC have adopted risk-based capital (“RBC”) requirements for life insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks. The requirements provide a means of measuring the minimum amount of statutory surplus appropriate for an insurance company to support its overall business operations based on its size and risk profile. A company’s risk-based statutory surplus is calculated by applying factors and performing calculations relating to various asset, premium, claim, expense, and reserve items. Regulators can then measure the adequacy of a company’s statutory surplus by comparing it to RBC. We manage our capital consumption by using the ratio of our total adjusted capital, as defined by the insurance regulators, to our company action level RBC (known as the RBC ratio), also as defined by insurance regulators.

Statutory reserves established for VA contracts are sensitive to changes in the equity markets and are affected by the level of account values relative to the level of any guarantees and product design. As a result, the relationship between reserve changes and equity market performance may be non-linear during any given reporting period. Market conditions greatly influence the capital required due to their impact on the valuation of reserves and derivative investments mitigating the risk in these reserves. Risk mitigation activities may result in material and sometimes counterintuitive impacts on statutory surplus and RBC ratio. Notably, as changes in these market and non-market factors occur, both our potential obligation and the related statutory reserves and/or required capital can vary at a non-linear rate.

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Our statutory surplus is impacted by credit spreads as a result of accounting for the assets and liabilities on our fixed market value adjusted (“MVA”) annuities. Statutory separate account assets supporting the fixed MVA annuities are recorded at fair value. In determining the statutory reserve for the fixed MVA annuities, we are required to use current crediting rates based on U.S. Treasuries. In many capital market scenarios, current crediting rates based on U.S. Treasuries are highly correlated with market rates implicit in the fair value of statutory separate account assets. As a result, the change in the statutory reserve from period to period will likely substantially offset the change in the fair value of the statutory separate account assets. However, in periods of volatile credit markets, actual credit spreads on investment assets may increase or decrease sharply for certain sub-sectors of the overall credit market, resulting in statutory separate account asset market value gains or losses. As actual credit spreads are not fully reflected in current crediting rates based on U.S. Treasuries, the calculation of statutory reserves will not substantially offset the change in fair value of the statutory separate account assets resulting in a change in statutory surplus.

We cede material amounts of insurance and transfer related assets to other insurance companies through reinsurance. However, notwithstanding the transfer of related assets, we remain liable with respect to ceded insurance should any reinsurer fail to meet the obligations that it assumed. We evaluate the financial condition of our reinsurers and monitor the associated concentration of credit risk. For the three and nine months ended ~~March 31,~~September 30, 2019, we ceded premiums to third party reinsurers amounting to ~~$0.3~~$314.2 million and $967.3 million. In addition, we had receivables from reinsurers amounting to ~~$4.4~~$4.2 billion as of ~~March 31,~~September 30, 2019. We review reinsurance receivable amounts for collectability and establish bad debt reserves if deemed appropriate.

As of ~~March 31,~~September 30, 2019, we had outstanding claims receivable from SRUS of ~~$13.4~~$18.4 million, and other exposures associated with GAAP reinsurance receivables of approximately ~~$106.8~~$96.4 million, and statutory reserve credit of approximately ~~$127.2~~$105.7 million. We continue to monitor ~~both the financial health of~~ SRUS and the actions of the receiver through discussions with legal counsel and review of publicly available information. We have considered the possible impact of an adverse outcome of the rehabilitation process and believes an adverse outcome would not have a material adverse impact on our operations, liquidity or financial condition.

Captive Reinsurance Companies

Our life insurance subsidiaries are subject to a regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly known as “Regulation XXX,” and a supporting guideline entitled “The Application of the Valuation of Life Insurance Policies Model Regulation,” commonly known as “Guideline ~~AXXX.”~~AXXX”. The regulation and supporting guideline require insurers to establish statutory reserves for term and universal life insurance policies with long-term premium guarantees that are consistent with the statutory reserves required for other individual life insurance policies with similar guarantees. Many market participants believe that these levels of reserves are non-economic. We use captive reinsurance companies to implement reinsurance and capital management actions to satisfy these reserve requirements by financing the non-economic reserves either through the issuance of non-recourse funding obligations by the captives or obtaining ~~Letters~~letters of credit from third-party financial institutions.

Our captive reinsurance companies assume business from affiliates only. Our captives are capitalized to a level we believe is sufficient to support the contractual risks and other general obligations of the respective captive entity. All of our captive reinsurance companies are wholly owned subsidiaries and are located domestically. The captive insurance companies are subject to regulations in the state of domicile.

The National Association of Insurance Commissioners (“NAIC”), through various committees, subgroups and dedicated task forces, is reviewing the use of captives and special purpose vehicles used to transfer insurance risk in relation to existing state laws and regulations, and several committees have adopted or exposed for comment white papers and reports that, if or when implemented, could impose additional requirements on the use of captives and other reinsurers. The Financial Condition (E) Committee of the NAIC established a Variable Annuity Issues Working Group to examine company use of variable annuity captives. The Committee has proposed changes in the regulation of variable annuities and variable annuity captives, which could adversely affect our future financial condition and results of operations if adopted.

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The NAIC has adopted Actuarial Guideline XLVIII (“AG48”) and the substantially similar “Term and Universal Life Insurance Reserve Financing Model Regulation” (the “Reserve Model”) which establish national standards for new reserve financing arrangements for term life insurance and universal life insurance with secondary guarantees. AG48 and the Reserve Model govern collateral requirements for captive reinsurance arrangements. In order to obtain reserve credit, AG48 and the Reserve Model require a minimum level of funds, consisting of primary and other securities, to be held by or on behalf of ceding insurers as security under each captive life reinsurance treaty. As a result of AG48 and the Reserve Model, the implementation of new captive structures in the future may be less capital efficient, lead to lower product returns and/or increased product pricing or result in reduced sales of certain products. In some circumstances, AG48 and the Reserve Model could impact the Company’s ability to engage in certain reinsurance transactions with non-affiliates.

We also use a captive reinsurance company to reinsure risks associated with GLWB and guaranteed minimum death benefits (“GMDB”) riders which helps us to manage those risks on an economic basis. In an effort to mitigate the equity market risks relative to our RBC ratio, we reinsure these risks to Shades Creek. The purpose of Shades Creek is to reduce the volatility in RBC due to non-economic variables included within the RBC calculation.

During 2012, PLC entered into an intercompany capital support agreement with Shades Creek. The agreement provides through a guarantee that PLC will contribute assets or purchase surplus notes (or cause an affiliate or third party to contribute assets or purchase surplus notes) in amounts necessary for Shades Creek’s regulatory capital levels to equal or exceed minimum thresholds as defined by the agreement. As of ~~March 31,~~September 30, 2019, Shades Creek maintained capital levels in excess of the required minimum thresholds. The maximum potential future payment amount which could be required under the capital support agreement will be dependent on numerous factors, including the performance of equity markets, the level of interest rates, performance of associated hedges, and related policyholder behavior.

Ratings

Various Nationally Recognized Statistical Rating Organizations (“rating organizations”) review the financial performance and condition of insurers, including us and 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 an insurer’s products, its ability to market its products and its competitive position. The following table summarizes the current financial strength ratings of our significant member companies from the major independent rating organizations:

Standard &

Ratings

A.M. Best

Fitch

Poor’s

Moody’s

Insurance company financial strength rating:

Protective Life Insurance Company

A+

~~AA-~~

AA-

West Coast Life Insurance Company

A+

~~AA-~~

AA-

Protective Life and Annuity Insurance Company

A+

~~AA-~~

AA-

—

Protective Property & Casualty Insurance Company

—

MONY Life Insurance Company

A+

Our ratings are subject to review and change by the rating organizations at any time and without notice. A downgrade or other negative action by a rating organization with respect to the financial strength ratings of us and our insurance subsidiaries

could adversely affect sales, relationships with distributors, the level of policy surrenders and withdrawals, competitive position in the marketplace, and the cost or availability of reinsurance. The rating agencies may take various actions, positive or negative, with respect to the debt and financial strength ratings of PLC and its subsidiaries, including as a result of PLC’s status as a subsidiary of Dai-ichi Life.

LIABILITIES

Many of our products contain surrender charges and other features that are designed to reward persistency and penalize the early withdrawal of funds. Certain stable value and annuity contracts have market-value adjustments that protect us against investment losses if interest rates are higher at the time of surrender than at the time of issue.

As of ~~March 31,~~September 30, 2019, we had policy liabilities and accruals of approximately ~~$42.9~~$54.7 billion. Our interest-sensitive life insurance policies have a weighted average minimum credited interest rate of approximately 3.46%.

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Contractual Obligations

We enter into various obligations to third parties in the ordinary course of our operations. However, we do not believe that our cash flow requirements can be assessed solely based upon an analysis of these obligations. The most significant factors affecting our future cash flows are our ability to earn and collect cash from our customers, and the cash flows arising from our investment program. Future cash outflows, whether they are contractual obligations or not, will also vary based upon our future needs. Although some outflows are fixed, others depend on future events. Examples of fixed obligations include our obligations to pay principal and interest on fixed-rate borrowings. Examples of obligations that will vary include obligations to pay interest on variable-rate borrowings and insurance liabilities that depend on future interest rates, market performance, or surrender provisions. Many of our obligations are linked to cash-generating contracts. In addition, our operations involve significant expenditures that are not based upon contractual obligations. These include expenditures for income taxes and payroll.

As of ~~March 31,~~September 30, 2019, we carried a ~~$7.1~~$1.8 million liability for uncertain tax positions. These amounts are not included in the long-term contractual obligations table because of the difficulty in making reasonably reliable estimates of the occurrence or timing of cash settlements with the respective taxing authorities.

The table below sets forth future maturities of our contractual obligations:


			Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(Dollars In Thousands)
Non-recourse funding obligations⁽¹⁾	$	4,775,940	$	323,158	$	686,334	$	574,663	$	3,191,785
Subordinated debt ⁽²⁾	182,568		3,905		7,810		7,810		163,043
Stable value products⁽³⁾	5,795,273		1,447,023		3,104,845		1,110,134		133,271
Leases⁽⁴⁾	22,207		5,599		8,278		6,107		2,223
Mortgage loan and investment commitments	885,854		655,108		230,746		—		—
Secured financing liabilities⁽⁵⁾	352,732		352,732		—		—		—
Policyholder obligations⁽⁶⁾	68,857,112		3,753,851		8,316,739		6,674,875		50,111,647
Total	$	80,871,686	$	6,541,376	$	12,354,752	$	8,373,589	$	53,601,969

(1) Non-recourse funding obligations include all undiscounted principal amounts owed and expected future interest payments due over the term of the notes. Of the total undiscounted cash flows, $1.7 billion relates to the Golden Gate V transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate V receives from notes issued by a nonconsolidated variable interest entity. Additionally, $2.4 billion relates to the Golden Gate transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate receives from notes issued by a nonconsolidated variable interest entity. The remaining amounts are associated with the Golden Gate II notes held by third parties as well as certain obligations assumed with the acquisition of MONY Life Insurance Company.
(2) Subordinated debt includes all principal amounts and interest payments due over the term of the obligations.
(3) Anticipated stable value products includes cash flows including interest.
(4) Includes all lease payments required under operating and finance lease agreements.
(5) Represents secured borrowings and accrued interest as part of our repurchase program as well as liabilities associated with securities lending transactions.
(6) Estimated contractual policyholder obligations are based on mortality, morbidity, and lapse assumptions comparable to our historical experience, modified for recent observed trends. These obligations are based on current balance sheet values and include expected interest crediting, but do not incorporate an expectation of future market growth, or future deposits. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. As variable separate account obligations are legally insulated from general account obligations, the variable separate account obligations will be fully funded by cash flows from variable separate account assets. We expect to fully fund the general account obligations from cash flows from general account investments.

Payments due by period
Total
Less than
1 year
1-3 years 3-5 years
More than
5 years
(Dollars In Thousands)
Non-recourse funding obligations⁽¹⁾
$ 4,933,236
$ 306,499
$ 692,649
$ 620,263
$ 3,313,825
Subordinated debt ⁽²⁾
184,520
3,905
7,810
7,810
164,995
Stable value products⁽³⁾
5,857,459
1,010,189
3,506,367
1,206,750
134,153
Leases⁽⁴⁾
24,646
5,501
8,040
6,499
4,606
Mortgage loan and investment commitments 981,164
765,406
215,758
—
—
Secured financing liabilities⁽⁵⁾
184,036
184,036
—
—
—
Policyholder obligations⁽⁶⁾
56,561,318
3,099,733
7,580,331
6,100,140
39,781,114
Total $ 68,726,379
$ 5,375,269
$ 12,010,955
$ 7,941,462
$ 43,398,693

(1) Non-recourse funding obligations include all undiscounted principal amounts owed and expected future interest payments due over the term of the notes. Of the total undiscounted cash flows, $1.7 billion relates to the Golden Gate V transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate V receives from notes issued by a nonconsolidated variable interest entity. Additionally, $2.5 billion relates to the Golden Gate transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate receives from notes issued by a nonconsolidated variable interest entity. The remaining amounts are associated with the Golden Gate II notes held by third parties as well as certain obligations assumed with the acquisition of MONY Life Insurance Company.
(2) Subordinated debt includes all principal amounts and interest payments due over the term of the obligations.
(3) Anticipated stable value products includes cash flows including interest.
(4) Includes all lease payments required under operating and finance lease agreements.
(5) Represents secured borrowings and accrued interest as part of our repurchase program as well as liabilities associated with securities lending transactions.
(6) Estimated contractual policyholder obligations are based on mortality, morbidity, and lapse assumptions comparable to our historical experience, modified for recent observed trends. These obligations are based on current balance sheet values and include expected interest crediting, but do not incorporate an expectation of future market growth, or future deposits. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. As variable separate account obligations are legally insulated from general account obligations, the variable separate account obligations will be fully funded by cash flows from variable separate account assets. We expect to fully fund the general account obligations from cash flows from general account investments.

OFF-BALANCE SHEET ARRANGEMENTS

We have entered into operating leases that do not result in an obligation being recorded on the balance sheet. Refer to Note ~~12,~~ 11, Commitments and Contingencies, of the consolidated condensed financial statements for more information.

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MARKET RISK EXPOSURES

Our financial position and earnings are subject to various market risks including changes in interest rates, the yield curve, spreads between risk-adjusted and risk-free interest rates, foreign currency rates, used vehicle prices, equity price risks and issuer defaults. We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, through an integrated asset/liability management process. The primary focus of our asset/liability program is the management of interest rate risk within the insurance operations. Our asset/liability management programs and procedures involve the monitoring of asset and liability durations for various product lines; cash flow testing under various interest rate scenarios; and the continuous rebalancing of assets and liabilities with respect to yield, credit and market risk, and cash flow characteristics to maintain an appropriate balance between risk and profitability for each product category, and for us as a whole.

It is our policy to maintain asset and liability durations within one year of one another, although, from time to time, a broader interval may be allowed.

We are exposed to credit risk within our investment portfolio and through derivative counterparties. Credit risk relates to the uncertainty of an obligor’s continued ability to make timely payments in accordance with the contractual terms of the instrument or contract. We manage credit risk through established investment policies which attempt to address quality of obligors and counterparties, credit concentration limits, diversification requirements, and acceptable risk levels under expected and stressed scenarios. Derivative counterparty credit risk is measured as the amount owed to us, net of collateral held, based upon current market conditions. In addition, we periodically assess exposure related to potential payment obligations between us and our counterparties. We minimize the credit risk in derivative financial instruments by entering into transactions with high quality counterparties (A-rated or higher at the time we enter into the contract), and we maintain credit support annexes with certain of those counterparties.

We utilize a risk management strategy that incorporates the use of derivative financial instruments to reduce exposure to certain risks, including but not limited to, interest rate risk, currency exchange risk, volatility risk, and equity market risk. These strategies are developed through our analysis of data from financial simulation models and other internal and industry sources, and are then incorporated into our risk management program. See Note 7, Derivative Financial Instruments, to the consolidated financial statements included in this report for additional information on our financial instruments.

Derivative instruments expose us to credit and market risk and could result in material changes from period to period. We attempt to minimize our credit risk by entering into transactions with highly rated counterparties. We manage the market risk by establishing and monitoring limits as to the types and degrees of risk that may be undertaken. We monitor our use of derivatives in connection with our overall asset/liability management programs and risk management strategies. In addition, all derivative programs are monitored by our risk management department.

Derivative instruments that are used as part of our interest rate risk management strategy include interest rate swaps, interest rate futures, interest rate caps, and interest rate swaptions.

We may use the following types of derivative contracts to mitigate our exposure to certain guaranteed benefits related to VA contracts, fixed indexed annuities, and indexed universal life:

•Foreign Currency Futures

•Variance Swaps

•Interest Rate Futures

•Equity Options

•Equity Futures

•Credit Derivatives

•Interest Rate Swaps

•Interest Rate Swaptions

•Volatility Futures

•Volatility Options

•Funds Withheld Agreement

•Total Return Swaps

Other Derivatives

Certain of our subsidiaries have derivatives with PLC. These derivatives consist of an interest support agreement, YRT premium support arrangements, and portfolio maintenance agreements with PLC.

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We have a funds withheld account that consists of various derivative instruments held by us that is used to hedge the GLWB and GMDB riders. The economic performance of derivatives in the funds withheld account is ceded to Shades Creek. The funds withheld account is accounted for as a derivative financial instrument.

We believe that our asset/liability management programs and procedures and certain product features provide protection against the effects of changes in interest rates under various scenarios. Additionally, we believe our asset/liability management

programs and procedures provide sufficient liquidity to enable us to fulfill our obligation to pay benefits under our various insurance and deposit contracts. However, our asset/liability management programs and procedures incorporate assumptions about the relationship between short-term and long-term interest rates (i.e., the slope of the yield curve), relationships between risk-adjusted and risk-free interest rates, market liquidity, spread movements, implied volatility, policyholder behavior, and other factors, and the effectiveness of our asset/liability management programs and procedures may be negatively affected whenever actual results differ from those assumptions.

In the ordinary course of our commercial mortgage lending operations, we may commit to provide a mortgage loan before the property to be mortgaged has been built or acquired. The mortgage loan commitment is a contractual obligation to fund a mortgage loan when called upon by the borrower. The commitment is not recognized in our financial statements until the commitment is actually funded. The mortgage loan commitment contains terms, including the rate of interest, which may be different than prevailing interest rates. As of ~~March 31,~~September 30, 2019, we had outstanding mortgage loan commitments of ~~$871.6~~$794.9 million at an average rate of ~~5.31%~~5.68%.

Impact of Continued Low Interest Rate Environment

Significant changes in interest rates expose us to the risk of not realizing anticipated spreads between the interest rate earned on investments and the interest rate credited to in-force policies and contracts. In addition, certain of our insurance and investment products guarantee a minimum guaranteed interest rate (“MGIR”). In periods of prolonged low interest rates, the interest spread earned may be negatively impacted to the extent our ability to reduce policyholder crediting rates is limited by the guaranteed minimum credited interest rates. Additionally, those policies without account values may exhibit lower profitability in periods of prolonged low interest rates due to reduced investment income.

The tables below present account values by range of current minimum guaranteed interest rates and current crediting rates for our universal life and deferred fixed annuity products as of ~~March 31,~~September 30, 2019 and December 31, 2018:

Credited Rate Summary

As of ~~March 31,~~September 30, 2019


				1-50 bps			More than
Minimum Guaranteed Interest Rate	At			above			50 bps
Account Value	MGIR			MGIR			above MGIR			Total
	(Dollars In Millions)
Universal Life Insurance
2%	$	—		$	82		$	1,684		$	1,766
>2% - 3%	4,187			1,338			1,697			7,222
>3% - 4%	9,199			570			515			10,284
>4% - 5%	2,458			441			1			2,900
>5% - 6%	329			—			—			329
Subtotal	16,173			2,431			3,897			22,501
Fixed Annuities
1%	$	206		$	548		$	2,075		$	2,829
>1% - 2%	326			224			1,807			2,357
>2% - 3%	1,536			109			2			1,647
>3% - 4%	288			4			—			292
>4% - 5%	255			—			—			255
>5% - 6%	2			—			—			2
Subtotal	2,613			885			3,884			7,382
Total	$	18,786		$	3,316		$	7,781		$	29,883

Percentage of Total	63		%	11		%	26		%	100		%

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1-50 bps More than
Minimum Guaranteed Interest Rate At above 50 bps
Account Value MGIR MGIR above MGIR Total
(Dollars In Millions)
Universal Life Insurance

>2% - 3% $ 2,386
$ 1,366
$ 1,989
$ 5,741
>3% - 4% 4,516
884
491
5,891
>4% - 5% 2,425
437
1
2,863
>5% - 6% 186
—
—
186
Subtotal 9,513
2,687
2,481
14,681
Fixed Annuities

1% $ 262
$ 598
$ 2,212
$ 3,072
>1% - 2% 349
152
1,299
1,800
>2% - 3% 1,634
106
2
1,742
>3% - 4% 257
4
—
261
>4% - 5% 259
—
—
259
>5% - 6% 2
—
—
2
Subtotal 2,763
860
3,513
7,136
Total $ 12,276
$ 3,547
$ 5,994
$ 21,817

Percentage of Total 56 % 16 % 28 % 100 %

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Credited Rate Summary

As of December 31, 2018


				1-50 bps			More than
Minimum Guaranteed Interest Rate	At			above			50 bps
Account Value	MGIR			MGIR			above MGIR			Total
	(Dollars In Millions)
Universal Life Insurance
>2% - 3%	$	2,392		$	1,322		$	2,031		$	5,745
>3% - 4%	4,512			924			499			5,935
>4% - 5%	2,445			435			1			2,881
>5% - 6%	188			—			—			188
Subtotal	9,537			2,681			2,531			14,749
Fixed Annuities
1%	$	341		$	584		$	2,278		$	3,203
>1% - 2%	370			165			1,145			1,680
>2% - 3%	1,686			102			3			1,791
>3% - 4%	261			4			—			265
>4% - 5%	260			—			—			260
>5% - 6%	2			—			—			2
Subtotal	2,920			855			3,426			7,201
Total	$	12,457		$	3,536		$	5,957		$	21,950

Percentage of Total	57		%	16		%	27		%	100		%

We are active in mitigating the impact of a continued low interest rate environment through product design, as well as adjusting crediting rates on current in-force policies and contracts. We also manage interest rate and reinvestment risks through our asset/liability management process. Our asset/liability management programs and procedures involve the monitoring of asset and liability durations; cash flow testing under various interest rate scenarios; and the regular rebalancing of assets and liabilities with respect to yield, credit and market risk, and cash flow characteristics. These programs also incorporate the use of derivative financial instruments primarily to reduce our exposure to interest rate risk, inflation risk, currency exchange risk, volatility risk, and equity market risk.

IMPACT OF INFLATION

Inflation increases the need for life insurance. Many policyholders who once had adequate insurance programs may increase their life insurance coverage to provide the same relative financial benefit and protection. Higher interest rates may result in higher sales of certain of our investment products.

The higher interest rates that have traditionally accompanied inflation could also affect our operations. Policy loans increase as policy loan interest rates become relatively more attractive. As interest rates increase, disintermediation of stable value and annuity account balances and individual life policy cash values may increase. The ~~market~~fair value of our fixed-rate, long-term investments may decrease, we may be unable to implement fully the interest rate reset and call provisions of our mortgage loans, and our ability to make attractive mortgage loans, including participating mortgage loans, may decrease. In addition, participating mortgage loan income may decrease. The difference between the interest rate earned on investments and the interest rate credited to life insurance and investment products may also be adversely affected by rising interest rates. During the periods covered by this report, we believe inflation has not had a material impact on our business.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2, Summary of Significant Accounting Policies, to the consolidated condensed financial statements for information regarding recently issued accounting standards.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

See Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, ~~“Liquidity and Capital Resources”~~“Market Risk Exposures”.

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Item 4.Controls and Procedures

(a) Disclosure controls and procedures

In order to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized, and reported on a timely basis, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rule 13a -15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), except as otherwise noted below. Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective. It should be noted that any system of controls, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of any control system is based in part upon certain judgments, including the costs and benefits of controls and the likelihood of future events. Because of these and other inherent limitations of control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

~~In conducting~~As described in Note 3, Significant Transactions, we acquired substantially all of the individual life insurance and annuity business of Great-West Life & Annuity Insurance Company and certain of its affiliates (“GWL&A”) effective June 1, 2019. Pursuant to the SEC’s guidance that an assessment of recently acquired business may be omitted from the scope of an assessment of internal controls over financial reporting for one year from the date of acquisition, our evaluation of the effectiveness of the Company’s disclosure controls and procedures since the acquisition date has excluded those internal ~~control~~controls over financial reporting ~~as of March 31, 2019, the~~at Great-West Life & Annuity Insurance Company ~~has excluded those controls at Liberty Life Assurance Company of Boston~~ (“~~Liberty Life”~~GWL&A”) that relate to systems and processes for assets and liabilities of the acquired business that were not integrated into our existing ~~systems and internal control over financial reporting.~~systems. The ~~portion of the~~acquired GWL&A business not integrated into our existing systems and controls represents approximately ~~$472.8 million~~$11.3 billion of consolidated assets, approximately ~~$80.1~~$168.4 million of consolidated revenue, approximately ~~$182.7~~$254.0 million of consolidated benefits and expenses, and approximately ~~$13.6 million~~$21.5 billion of liabilities on the related consolidated financial ~~statements.~~statements as of and for the nine months ended September 30, 2019.

(b)Changes in internal control over financial reporting

During the second quarter of 2018, the Company began the conversion and integration of administrative processing into its internal controls over financial reporting for the Liberty block of ~~business.~~business acquired on May 1, 2018. See Note 3, Significant Transactions, for additional information regarding the transaction with Liberty Mutual and Lincoln Life. The conversion to the Company’s operating environment was still in process, but not yet completed, as of ~~March 31,~~September 30, 2019. The Company has, therefore, included in its internal controls over financial reporting certain additional controls associated with the Liberty insurance and annuities administrative systems that have not yet been integrated into the Company’s operating environment.

~~There~~Other than as described in the preceding paragraph, there were no changes in the Company’s internal control over financial reporting during the three months ended ~~March 31,~~September 30, 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal controls exist within a dynamic environment and the Company continually strives to improve its internal controls and procedures to enhance the quality of its financial reporting.

PART II

Item 1.Legal Proceedings

To the knowledge and in the opinion of management, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of our properties is the subject, other than as set forth in Note 11, Commitments and Contingencies, of the notes to the consolidated condensed financial statements, included herein.

Item 1A. Risk Factors

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The operating results of companies in the insurance industry have historically been subject to significant fluctuations. The factors which could affect the Company’s future results include, but are not limited to, general economic conditions and known trends and uncertainties. In addition to other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which could materially affect the Company’s business, financial condition, or future results of operations which are discussed more fully below.

Risks Related to the Financial Environment

The Company may be required to establish a valuation allowance against its deferred tax assets, which could have a material adverse effect on the Company’s results of operations, financial condition, and capital position.

Deferred tax assets are attributable to certain differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets represent future financial statement tax expense which will not be paid in cash. In general, the realization of deferred tax assets is dependent upon the generation of sufficient future ordinary and capital taxable income. Realization may also be limited for other reasons, including but not limited to changes in the tax law. If it is determined that a certain deferred tax asset cannot be realized, then a deferred tax valuation allowance is established, with a corresponding charge to either adjusted operating income or other comprehensive income (depending on the nature of the deferred tax asset).

Based on the Company’s current assessment of future taxable income, including available tax planning opportunities, it is more likely than not that the Company will generate sufficient taxable income to realize its material deferred tax assets net of any existing valuation allowance. The Company has recognized valuation allowances of $2.0 million and $2.0 million as of ~~March 31,~~September 30, 2019 and December 31, 2018, respectively, related to certain deferred tax assets which are more likely than not to expire unutilized. These assets are state income tax-related. If future events differ from the Company’s current expectations, an additional valuation allowance to be established, which could have a material adverse effect on the Company’s results of operations, financial condition, or capital position.

The amount of statutory capital or risk-based capital that the Company has and the amount of statutory capital or risk-based capital that it must hold to maintain its financial strength and credit ratings and meet other requirements can vary significantly from time to time and such amounts are sensitive to a number of factors outside of the Company’s control.

The Company primarily conducts business through licensed insurance company subsidiaries. Insurance regulators have established regulations that provide minimum capitalization requirements based on risk-based capital formulas for life and property and casualty companies. The risk-based capital formula for life insurance companies establishes capital requirements relating to insurance, business, asset, interest rate, and certain other risks. The risk-based capital formula for property and casualty companies establishes capital requirements relating to asset, credit, underwriting, and certain other risks.

In any particular year, statutory surplus amounts and risk-based capital ratios may increase or decrease depending on a variety of factors, including, but not limited to, the amount of statutory income or losses generated by the Company’s insurance subsidiaries, the amount of additional capital its insurance subsidiaries must hold to support business growth, changes in the Company’s statutory reserve requirements, the Company’s ability to secure capital market solutions to provide statutory reserve relief, changes in equity market levels, the value of certain fixed-income and equity securities in its investment portfolio, the credit ratings of investments held in its portfolio, including those issued by, or explicitly or implicitly guaranteed by, a government, the value of certain derivative instruments, changes in interest rates, foreign currency exchange rates or tax rates, credit market volatility, changes in consumer behavior, and changes to the National Association of Insurance Commissioners (the “NAIC”) risk-based capital formulas. Most of these factors are outside of the Company’s control.

Proposed changes to the NAIC’s risk-based capital formula that are currently under consideration would update the factors used to calculate required capital for bonds and life insurance risk. While the extent and timing of these proposed changes are unknown, if adopted, they would likely increase the Company’s required capital and decrease the statutory risk-based capital ratios of the Company and its subsidiaries.

The Company’s financial strength and credit ratings are significantly influenced by the statutory surplus amounts and risk-based capital ratios of its insurance company subsidiaries. Rating organizations may implement changes to their internal models that have the effect of increasing or decreasing the amount of statutory capital the Company must hold in order to maintain its current ratings. In addition, rating agencies may downgrade the investments held in the Company’s portfolio, which could result in a reduction of the Company’s capital and surplus and/or its risk-based capital ratio.

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In scenarios of equity market declines, the amount of additional statutory reserves or risk-based capital the Company is required to hold for its variable product guarantees may increase at a rate greater than the rate of change of the markets. Increases in reserves or risk-based capital could result in a reduction to the Company’s capital, surplus, and/or risk-based capital ratio. Also, in environments where there is not a correlative relationship between interest rates and spreads, the Company’s market value adjusted annuity product can have a material adverse effect on the Company’s statutory surplus position.

Industry and Regulatory Related Risks

The Company’s use of captive reinsurance companies to finance statutory reserves related to its term and universal life products and to reduce volatility affecting its variable annuity products may be limited or adversely affected by regulatory action, pronouncements and interpretations.

The Company currently uses affiliated captive reinsurance companies in various structures to finance certain statutory reserves based on a regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly known as “Regulation XXX,” and a supporting guideline entitled “The Application of the Valuation of Life Insurance Policies Model Regulation,” commonly known as “Guideline AXXX,” which are associated with term life insurance and universal life insurance with secondary guarantees, respectively, as well as to reduce the volatility in statutory risk-based capital associated with certain guaranteed minimum withdrawal and death benefit riders associated with certain of the Company’s variable annuity products.

The NAIC has adopted Actuarial Guideline XLVIII (“AG48”) and the substantially similar “Term and Universal Life Insurance Reserve Financing Model Regulation” (the “Reserve Model”) which establish national standards for new reserve financing arrangements for term life insurance and universal life insurance with secondary guarantees. AG48 and the Reserve Model govern collateral requirements for captive reinsurance arrangements. In order to obtain reserve credit, AG48 and the Reserve Model require a minimum level of funds, consisting of primary and other securities, to be held by or on behalf of ceding insurers as security under each captive life reinsurance treaty. As a result of AG48 and the Reserve Model, the implementation of new captive structures in the future may be less capital efficient, lead to lower product returns and/or increased product pricing, or result in reduced sales of certain products. In some circumstances, AG48 and the Reserve Model could impact the Company’s ability to engage in certain reinsurance transactions with non-affiliates.

The NAIC’s 2020 Valuation Manual includes changes to current rules and regulations applicable to the determination of variable annuity reserves and risk-based capital. The changes are intended to decrease incentives for insurers to establish variable annuities captives and will apply to both in-force and new business. The new rules and regulations have a January 1, 2020 effective date and an optional 3- to 7-year transition period from current rules and regulations, which the Company may elect to utilize. The changes could adversely affect our future financial condition and results of operations.

The NAIC adopted revisions to the Part A Laws and Regulations Preamble (the “Preamble”) of the NAIC Financial Regulation Standards and Accreditation Program that includes within the definition of “multi-state insurer” certain insurer-owned captives and special purpose vehicles that are single-state licensed but assume reinsurance from cedants operating in multiple states. The revised definition subjects certain captives, including XXX/AXXX captives, variable annuity and long-term care captives, to all of the accreditation standards applicable to other traditional multi-state insurers, including standards related to capital and surplus requirements, risk-based capital requirements, investment laws, and credit for reinsurance laws. Although we do not expect the revised definition to affect our existing life insurance captives (or our ability to engage in life insurance captive transactions in the future), such application will likely prevent us from engaging in variable annuity captive transactions on the same or a similar basis as in the past and, if applied retroactively, would likely cause us to recapture business from and unwind our existing variable annuity captive (“VA Captive”).

While the recapture of business from our existing VA Captive, caused either by changes to the NAIC’s 2020 Valuation Manual or the effect of the Preamble, would not have a material adverse effect on the Company given current market conditions, in the future the Company could experience fluctuations in its risk-based capital ratio due to market volatility if it were prohibited from engaging in similar transactions or required to unwind its existing VA Captive, which could adversely affect our future financial condition and results of operations.

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Any regulatory action or change in interpretation that materially adversely affects the Company’s use or materially increases the Company’s cost of using captives or reinsurers for the affected business, either retroactively or prospectively, could have a material adverse impact on the Company’s financial condition or results of operations. If the Company were required to discontinue its use of captives for intercompany reinsurance transactions on a retroactive basis, adverse impacts would include early termination fees payable to third party finance providers with respect to certain structures, diminished capital position, and higher cost of capital. Additionally, finding alternative means to support policy liabilities efficiently is an unknown factor that would be dependent, in part, on future market conditions and the Company’s ability to obtain required regulatory approvals. On a prospective basis, discontinuation of the use of captives could impact the types, amounts and pricing of products offered by the Company’s insurance subsidiaries.

Laws, regulations, and initiatives related to unreported deaths and unclaimed property and death benefits may result in operational burdens, fines, unexpected payments, or escheatments.

Since 2012, various states have enacted laws that require life insurers to search for unreported deaths. The National Conference of Insurance Legislators (“NCOIL”) has adopted the Model Unclaimed Life Insurance Benefits Act (the “Unclaimed

Benefits Act”) and legislation or regulations have been enacted in numerous states that are similar to the Unclaimed Benefits Act, although each state’s version differs in some respects. The Unclaimed Benefits Act ~~if adopted by any state,~~ imposes requirements on insurers to periodically compare their life insurance and annuity contracts and retained asset accounts against the U.S. Social Security Administration’s Death Master File or similar databases (a “Death Database”), investigate any potential matches to confirm the death and determine whether benefits are due, and to attempt to locate the beneficiaries of any benefits that are due or, if no beneficiary can be located, escheat the benefit to the state as unclaimed property. Other states in which the Company does business may also consider adopting legislation similar to the Unclaimed Benefits Act. The Company cannot predict whether such legislation will be proposed or enacted in additional states.

The Uniform Laws Commission has adopted revisions to the Uniform Unclaimed Property Act in a manner likely to impact state unclaimed property laws and requirements, though it is not clear at this time to what extent or whether requirements will conflict with otherwise imposed search requirements. Other life insurance industry associations and regulatory associations are also considering these matters. Certain states have amended or may amend their unclaimed property laws in a manner which creates additional obligations for life insurance companies. The enactment or amendment of such unclaimed property laws may require the Company to incur significant expenses, including benefits with respect to terminated policies for which no reserves are currently held and unanticipated operational expenses. Any of the foregoing could have a material adverse effect on the Company’s financial condition and results of operations.

A number of state treasury departments and administrators of unclaimed property have audited life insurance companies for compliance with unclaimed property laws, and state insurance regulators have initiated targeted multi-state examinations of life insurance companies with respect to the companies’ claims paying practices and use of a Death Database to identify unreported deaths in their life insurance policies, annuity contracts, and retained asset accounts. There is no clear basis in previously existing law for treating an unreported death as giving rise to a policy benefit that would be subject to unclaimed property procedures. However, a number of life insurers have entered into resolution agreements with state treasury departments and administrators of unclaimed property or settlement or consent agreements with state insurance regulators. The amounts publicly reported to have been paid to beneficiaries, escheated to the states, and/or paid as administrative and/or examination fees to the insurance regulators in connection with the settlement or consent agreements have been substantial.

Certain of the Company’s subsidiaries as well as certain other insurance companies from whom the Company has coinsured blocks of life insurance and annuity policies are subject to unclaimed property audits and/or targeted multi-state examinations by insurance regulators similar to those described above. It is possible that the audits, examinations, and/or the enactment of state laws similar to the Unclaimed Benefits Act could result in additional payments to beneficiaries, additional escheatment of funds deemed abandoned under state laws, payment of administrative penalties and/or examination fees to state authorities, and changes to the Company’s procedures for identifying unreported deaths and escheatment of abandoned property. It is possible any such additional payments and any costs related to ~~changes in Company procedures~~such audits could materially impact the Company’s financial condition and/or results of operations. It is also possible that life insurers, including the Company and other insurance companies from whom the Company has coinsured blocks of life insurance and annuity policies, may be subject to claims, regulatory actions, law enforcement actions, and civil litigation arising from their prior business practices, unclaimed property practices, or related audits and examinations. Any resulting liabilities, payments or costs ~~including initial and ongoing costs of changes to the Company’s procedures or systems,~~ could be significant and could have a material adverse effect on the Company’s financial condition and/or results of operations.

The Company has been subject to litigation regarding compliance with the West Virginia Uniform Unclaimed Property Act, but the Company does not believe that losses arising from the litigation will be material. The Company cannot, however, predict whether other jurisdictions will pursue similar actions or if they do, whether such actions will have a material impact on the Company’s financial condition and/or results

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The Company is subject to insurance guaranty fund laws, rules and regulations that could adversely affect the Company’s financial condition or results of operations.

Under insurance guaranty fund laws in most states, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. From time to time, companies may be asked to contribute amounts beyond prescribed limits. It is possible that the Company could be assessed with respect to product lines not offered by the Company. In 2017, the NAIC adopted revisions to the Life and Health Insurance Guaranty Association Model Act that, if adopted by states, would result in an increase to the percentage of liabilities attributable to any future long term care provider insolvency that can be assessed to life insurers. Legislation may be introduced in various states with respect to guaranty fund assessment laws related to insurance products, including long term care insurance and other specialty products, that differs from the revised Model Act and which increases the cost of future assessments and/or alters future premium tax offsets received in connection with guaranty fund assessments. Additionally, judicial review may affect liquidation orders against insolvent companies, which could impact the guaranty fund system. The Company cannot predict the amount, nature or timing of any future assessments or legislation, any of which could have a material and adverse impact on the Company’s financial condition or results of operations.

New and amended regulations regarding the standard of care or standard of conduct applicable to investment professionals, insurance agencies, and financial institutions that recommend or sell annuities or life insurance products may have a material adverse impact on our ability to sell annuities and other products and to retain in-force business and on our financial condition or results of operations.

Sales of life insurance policies and annuity contracts offered by the Company are subject to regulations relating to sales practices adopted by a variety of federal and state regulatory authorities. Certain annuities and life insurance policies such as variable annuities and variable universal life insurance are regulated under the federal securities laws administered by the SEC. On June 5, 2019, the SEC adopted a comprehensive package of rulemakings and interpretations relating to the standard of conduct applicable to broker-dealers, investment advisers, and their representatives when making certain recommendations to retail customers. Regulation Best Interest (“Regulation BI”), a new rule establishing a “best interest” standard of conduct for broker-dealers and their natural associated persons when making recommendations to retail customers of any securities transaction or investment strategy involving securities or regarding the opening of an account. Specifically, Regulation BI requires a broker-dealer (or associated person) to act in the retail customer’s best interest and not place its (or his or her) own interests ahead of the retail customer’s interests. In addition to Regulation BI, the SEC also adopted a new rule and amended existing rules to require broker-dealers and registered investment advisers to provide a brief relationship summary to retail investors (“Form CRS Rules”). The Form CRS Rules are intended to assist retail investors with their initial selection of, and ongoing decision to maintain an existing relationship with, a financial professional or firm by summarizing in one place certain specified information about the broker-dealer or investment adviser. The rulemaking package also includes two interpretations: (i) the investment adviser interpretation, which clarifies certain aspects of the standard of conduct applicable to registered investment advisers under section 206 of the Investment Advisers Act of 1940 (“Advisers Act”), and (ii) the “solely incidental” interpretation, which clarifies the broker-dealer exclusion from the definition of “investment adviser” under section 202 of the Advisers Act.

In addition, broker-dealers, insurance agencies and other financial institutions sell the Company’s annuities to employee benefit plans governed by provisions of the Employee Retirement Income Security Act (“ERISA”) and Individual Retirement Accounts (“IRAs”) that are governed by similar provisions under the Internal Revenue Code (the “Code”). Consequently, our activities and those of the firms that sell the Company’s products are subject to restrictions that require ERISA fiduciaries to perform their duties solely in the interests of ERISA plan participants and beneficiaries, and that prohibit ERISA fiduciaries from causing a covered plan or retirement account to engage in certain prohibited transactions absent an exemption.

The NAIC is considering revisions to the Suitability in Annuity Transactions Model Regulation which, if adopted by regulators, could impose a stricter standard of care upon insurers who sell annuities. Likewise, several states are considering or have adopted legislation or regulatory measures that would implement new requirements and standards applicable to the sale of annuities and, in some cases, life insurance products. The NAIC and several states, including Connecticut, Nevada, New Jersey, and New York have passed laws or proposed regulations requiring insurers, investment advisers, broker-dealers, and/or agents to disclose conflicts of interest to clients or to meet standards that their advice be in the customer’s best interest. These standards vary widely in scope, applicability, and timing of implementation. The adoption and enactment of these or any revised standards as law or regulation could have a material adverse effect upon the manner in which the Company’s products are sold and impact the overall market for such products.

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There remains significant uncertainty surrounding the final form that these regulations may take. Our current distributors may continue to move forward with their plans to limit the number of products they offer, including the types of products offered by the Company. The Company may find it necessary to change sales representative and/or broker compensation, to limit the assistance or advice it can provide to owners of the Company’s annuities, to replace or engage additional distributors, or otherwise change the manner in which it designs, supervises, and supports sales of its annuities and, where applicable, life insurance products. In addition, the Company continues to incur expenses in connection with initial and ongoing compliance obligations with respect to such rules, and in the aggregate these expenses may be significant. Any of the foregoing regulatory, legislative, or judicial measures or the reaction to such activity by consumers or other members of the insurance industry could have a material adverse impact on our ability to sell annuities and other products, to retain in-force business, and on our financial condition or results of operations.

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Item 6.Exhibits



Exhibit
Number		Document
~~2.1±~~3.1		Master Transaction Agreement, dated as of January 23, 2019, by and among Protective Life Insurance Company, Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York, The Canada Life Assurance Company and The Great-West Life Assurance Company, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 25, 2019 (No. 001-31901).
3.1*	2011 Amended and Restated Charter of Protective Life Insurance Company dated as of June 27, 2011, incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed March 29, 2012 (No. 001-31901).
3.2*		2011 Amended and Restated By-Laws of Protective Life Insurance Company dated as of June 27, 2011, incorporated by reference to Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed March 29, 2012 (No. 001-31901).
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Financial statements from the quarterly report on Form 10-Q of Protective Life Insurance Company for the quarter ended ~~March 31,~~September 30, 2019, filed on ~~May 13,~~November 14, 2019 formatted in XBRL: (i) the Consolidated Condensed Statements of Income, (ii) the Consolidated Condensed Statements of Comprehensive Income (Loss), (iii) the Consolidated Condensed Balance Sheets, (iv) the Consolidated Condensed Statements of Shareowner’s Equity, (v) the Consolidated Condensed Statements of Cash Flows, and (iv) the Notes to Consolidated Condensed Financial Statements.

*		Incorporated by Reference.
±		Pursuant to Item 601(b)(2) of Regulation S-K, the schedules have been omitted and will be furnished to the SEC supplementally upon request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PROTECTIVE LIFE INSURANCE COMPANY

Date: ~~May 13,~~November 14, 2019

By:

/s/ PAUL R. WELLS

Paul R. Wells

Senior Vice President, Chief Accounting Officer,

and Controller

~~102~~

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	Fair Value As of March 31, 2019		Valuation Technique	Unobservable Input	Range (Weighted Average)
	(Dollars In Thousands)
Assets:
Other asset-backed securities	$	419,915	Liquidation	Liquidation value	$95.39 - $99.99 ($98.00)
			Discounted cash flow	Liquidity premium	0.04% - 1.27% (0.54%)
				Paydown rate	10.90% - 13.09% (11.97%)
Corporate securities	648,608		Discounted cash flow	Spread over treasury	0.92% - 3.87% (1.65%)
Embedded derivatives - GLWB⁽²⁾	$	76,694	Actuarial cash flow model	Mortality	87% to 100% of Ruark 2015 ALB Table
				Lapse	Ruark Predictive Model
				Utilization	99%. 10% of policies have a one-time over-utilization of 400%
				Nonperformance risk	0.23% - 1.01%
Liabilities:⁽¹⁾
Embedded derivative - FIA	264,430		Actuarial cash flow model	Expenses	$145 per policy
				Withdrawal rate	1.5% prior to age 70, 100% of the RMD for ages 70+
				Mortality	87% to 100% of Ruark 2015 ALB table
				Lapse	1.0% - 30.0%, depending on duration/surrender charge period
				Nonperformance risk	0.23% - 1.01%
Embedded derivative - IUL	112,814		Actuarial cash flow model	Mortality	37% - 577% of 2015
					VBT Primary Tables
				Lapse	0.5% - 10.0%, depending on
					duration/distribution channel
					and smoking class
				Nonperformance risk	0.23% - 1.01%

(1) Excludes modified coinsurance arrangements.
(2) The fair value for the GLWB embedded derivative is presented as a net asset.



	Fair Value As of December 31, 2018		Valuation Technique	Unobservable Input	Range (Weighted Average)
	(Dollars In Thousands)
Assets:
Other asset-backed securities	$	421,458	Liquidation	Liquidation value	$85.75 - $99.99 ($95.36)
			Discounted cash flow	Liquidity premium	0.02% - 1.25% (0.64%)
				Paydown Rate	10.96% - 13.11% (12.03%)
Corporate securities	631,068		Discounted cash flow	Spread over treasury	0.84% - 3.00% (1.84%)
Liabilities:⁽¹⁾
Embedded derivatives - GLWB⁽²⁾	$	43,307	Actuarial cash flow model	Mortality	87% to 100% of Ruark 2015 ALB Table
				Lapse	Ruark Predictive Model
				Utilization	99%. 10% of policies have a one-time over-utilization of 400%
				Nonperformance risk	0.21% - 1.16%
Embedded derivative - FIA	217,288		Actuarial cash flow model	Expenses	$145 per policy
				Withdrawal rate	1.5% prior to age 70, 100% of the RMD for ages 70+
				Mortality	87% to 100% or Ruark 2015 ALB table
				Lapse	1.0% - 30.0%, depending on duration/surrender charge period
				Nonperformance risk	0.21% - 1.16%
Embedded derivative - IUL	90,231		Actuarial cash flow model	Mortality	37% - 577% of 2015 VBT Primary Tables
				Lapse	0.5% - 10.0%, depending on duration/distribution channel and smoking class
				Nonperformance risk	0.21% - 1.16%

(1) Excludes modified coinsurance arrangements.
(2) The fair value for the GLWB embedded derivative is presented as a net liability.



		For The Three Months Ended March 31,
Gains (losses) in net income:	Affected Line Item in the Consolidated Condensed Statements of Income	2019			2018
		(Dollars In Thousands)

Derivative instruments	Benefits and settlement expenses, net of reinsurance ceded⁽¹⁾	$	(278	)	$	(113	)
	Tax (expense) benefit	58			24
		$	(220	)	$	(89	)

Unrealized gains and losses on available-for-sale securities	Realized investment gains (losses): All other investments	$	5,137		$	2,783
	Net impairment losses recognized in earnings	(3,142		)	(3,645		)
	Tax (expense) benefit	(419		)	181
		$	1,576		$	(681	)

(1) See Note 7, Derivative Financial Instruments for additional information