UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark one)
ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended ~~September~~June 30, ~~2016~~2017

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _________to_________

Commission File Number 1-8052

TORCHMARK CORPORATION

(Exact name of registrant as specified in its charter)



DELAWARE		63-0780404
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3700 South Stonebridge Drive, McKinney, Texas		75070
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (972) 569-4000

NONE

Former name, former address and former fiscal year, if changed since last report.

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No ¨

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



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨
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.			¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the last practicable date.



	CLASS		OUTSTANDING AT ~~October 28, 2016~~July 31, 2017
	Common Stock, $1.00 Par Value		~~118,655,742~~116,320,319

Table of Contents

INDEX



			Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets		1
	Condensed Consolidated Statements of Operations		2
	Condensed Consolidated Statements of Comprehensive Income		3
	Condensed Consolidated Statements of Equity		4
	Condensed Consolidated Statements of Cash Flows		5

	Notes to Condensed Consolidated Financial Statements		6
	Note 1—Significant Accounting Policies		6
	Note 2—New Accounting Standards		6
	Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income		8
	Note 4—Investments		10
	Note 5—Discontinued Operations		15
	Note 6—Commitments and Contingencies		16
	Note ~~6—Income Taxes~~7—Liability for Unpaid Claims		18
	~~Note 7—Debt Transactions~~	1917
	Note 8—Postretirement Benefits Plans		1918
	Note 9—Earnings Per Share		20
	Note 10—Business Segments		2120

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		4948

Item 4.	Controls and Procedures		4948

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		5049

Item 1A.	Risk Factors		5049

Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		5049

Item 6.	Exhibits		5049

Table of Contents

PART I–FINANCIAL INFORMATION



Item 1.	Condensed Consolidated Financial Statements

TORCHMARK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(~~Amounts~~Dollar amounts in thousands)


	September 30, 2016			December 31, 2015			June 30, 2017			December 31, 2016
Assets
Assets:
Investments:
Fixed maturities—available for sale, at fair value (amortized cost: 2016— $13,944,467; 2015—$13,251,871)	$	15,837,700		$	13,758,024
Fixed maturities—available for sale, at fair value (amortized cost: 2017—$14,651,551; 2016—$14,188,050)							$	16,318,286		$	15,245,861
Policy loans	499,085			492,462			516,064			507,975
Other long-term investments	57,086			38,438			55,532			53,852
Short-term investments	65,904			54,766			94,387			72,040
Total investments	16,459,775			14,343,690			16,984,269			15,879,728
Cash	104,900			61,383			97,652			76,163
Accrued investment income	224,155			209,915			228,347			223,148
Other receivables	361,283			344,552			380,028			384,454
Deferred acquisition costs	3,739,526			3,617,135			3,862,418			3,783,158
Goodwill	441,591			441,591			441,591			441,591
Other assets	504,587			522,104			515,012			520,313
Assets related to discontinued operations	241,214			312,843			68,623			127,532
Total assets	$	22,077,031		$	19,853,213		$	22,577,940		$	21,436,087
Liabilities and Shareholders’ Equity
Liabilities:
Future policy benefits	$	12,678,227		$	12,245,811		$	13,127,651		$	12,825,837
Unearned and advance premiums	63,204			67,021			69,106			64,017
Policy claims and other benefits payable	281,047			272,898			307,384			299,565
Other policyholders’ funds	96,617			95,988
Other policyholders' funds							97,237			96,993
Total policy liabilities	13,119,095			12,681,718			13,601,378			13,286,412
Current and deferred income taxes payable	2,023,856			1,450,888			2,009,825			1,743,990
Other liabilities	384,843			380,158			436,105			413,760
Short-term debt	266,892			490,129			306,271			264,475
Long-term debt (estimated fair value: 2016—$1,290,254; 2015—$856,291)	1,133,544			743,733
Long-term debt (estimated fair value: 2017—$1,250,875; 2016—$1,233,019)							1,131,796			1,133,165
Liabilities related to discontinued operations	62,418			51,035			39,149			27,424
Total liabilities	16,990,648			15,797,661			17,524,524			16,869,226
Commitments and Contingencies
Preferred stock, par value $1 per share—Authorized 5,000,000 shares; outstanding: -0- in 2016 and in 2015	—			—
Common stock, par value $1 per share—Authorized 320,000,000 shares; outstanding: (2016—130,218,183 issued, less 11,323,009 held in treasury and 2015—130,218,183 issued, less 7,848,231 held in treasury)	130,218			130,218
Commitments and Contingencies (Note 6)
Shareholders’ equity:
Preferred stock, par value $1 per share—Authorized 5,000,000 shares; outstanding: -0- in 2017 and 2016							—			—
Common stock, par value $1 per share—Authorized 320,000,000 shares; outstanding: (2017—127,218,183 issued, less 10,959,454 held in treasury and 2016—127,218,183 issued, less 9,187,075 held in treasury)							127,218			127,218
Additional paid-in capital	496,071			482,284			500,123			490,421
Accumulated other comprehensive income	1,142,826			231,947			984,560			577,574
Retained earnings	3,934,026			3,614,369			4,112,757			3,890,798
Treasury stock, at cost	(616,758		)	(403,266		)	(671,242		)	(519,150		)
Total shareholders’ equity	5,086,383			4,055,552			5,053,416			4,566,861
Total liabilities and shareholders’ equity	$	22,077,031		$	19,853,213		$	22,577,940		$	21,436,087

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TORCHMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(~~Amounts~~Dollar amounts in thousands, except per share data)

Three Months Ended
September 30, Nine Months Ended
September 30,

2016⁽¹⁾

2015⁽²⁾

2016⁽¹⁾

2015⁽²⁾
Revenue:
Life premium $ 546,415
$ 518,929
$ 1,639,156
$ 1,552,309
Health premium 236,987
229,139
709,936
690,221
Other premium 9
41
34
119
Total premium 783,411
748,109
2,349,126
2,242,649
Net investment income 202,720
193,213
601,415
579,632
Realized gains 3,482
5,140
7,780
7,872
Other income 160
692
963
2,052
Total revenue 989,773
947,154
2,959,284
2,832,205
Benefits and expenses:
Life policyholder benefits 369,546
342,196
1,101,748
1,029,261
Health policyholder benefits 153,351
149,312
459,387
448,539
Other policyholder benefits 9,255
9,648
27,475
29,447
Total policyholder benefits 532,152
501,156
1,588,610
1,507,247
Amortization of deferred acquisition costs 116,821
111,643
352,872
334,041
Commissions, premium taxes, and non-deferred acquisition costs 61,153
59,918
185,609
176,155
Other operating expense 57,805
56,182
173,080
167,133
Interest expense 20,381
19,246
62,860
57,420
Total benefits and expenses 788,312
748,145
2,363,031
2,241,996

Income before income taxes 201,461
199,009
596,253
590,209
Income taxes (59,551 ) (65,151 ) (181,475 ) (193,046 )
Income from continuing operations 141,910
133,858
414,778
397,163

Discontinued operations:

Income (loss) from discontinued operations, net of tax 9,959
11,528
(447 ) (3,019 )
Net income $ 151,869
$ 145,386
$ 414,331
$ 394,144

Basic net income per share:

Continuing operations $ 1.19
$ 1.08
$ 3.44
$ 3.16
Discontinued operations 0.08
0.09
—
(0.03 )
Total basic net income per common share $ 1.27
$ 1.17
$ 3.44
$ 3.13

Diluted net income per share:

Continuing operations $ 1.16
$ 1.06
$ 3.38
$ 3.12
Discontinued operations 0.09
0.09
—
(0.03 )
Total diluted net income per common share $ 1.25
$ 1.15
$ 3.38
$ 3.09

Dividends declared per common share $ 0.14
$ 0.14
$ 0.42
$ 0.41

~~(1) Due to the adoption of ASU 2016-09, certain balances related to excess tax benefits from stock compensation were adjusted prospectively as described in~~ ~~Note 2—New Accounting Standards.~~

~~(2) Certain prior year balances were adjusted to give effect to discontinued operations as described in~~ ~~Note 5—Discontinued Operations~~.

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenue:
Life premium	$	573,836		$	548,590		$	1,149,673		$	1,092,741
Health premium	242,775			237,252			487,566			472,949
Other premium	3			13			6			25
Total premium	816,614			785,855			1,637,245			1,565,715
Net investment income	212,776			201,642			421,058			398,695
Realized investment gains (losses)	(705		)	4,005			(6,453		)	4,298
Other income	393			382			809			803
Total revenue	1,029,078			991,884			2,052,659			1,969,511

Benefits and expenses:
Life policyholder benefits	390,859			369,342			781,938			732,202
Health policyholder benefits	156,579			153,261			314,330			306,036
Other policyholder benefits	8,977			8,882			17,923			18,220
Total policyholder benefits	556,415			531,485			1,114,191			1,056,458
Amortization of deferred acquisition costs	122,121			117,245			248,029			236,051
Commissions, premium taxes, and non-deferred acquisition costs	65,032			62,854			130,148			124,456
Other operating expense	62,428			57,846			124,769			115,275
Interest expense	21,156			23,110			41,855			42,479
Total benefits and expenses	827,152			792,540			1,658,992			1,574,719

Income before income taxes	201,926			199,344			393,667			394,792
Income taxes	(61,563		)	(60,050		)	(116,126		)	(121,924		)
Income from continuing operations	140,363			139,294			277,541			272,868

Income (loss) from discontinued operations, net of tax	(90		)	(865		)	(3,727		)	(10,406		)
Net income	$	140,273		$	138,429		$	273,814		$	262,462

Basic net income (loss) per common share:
Continuing operations	$	1.20		$	1.16		$	2.37		$	2.26
Discontinued operations	—			(0.01		)	(0.03		)	(0.09		)
Total basic net income per common share	$	1.20		$	1.15		$	2.34		$	2.17

Diluted net income (loss) per common share:
Continuing operations	$	1.18		$	1.13		$	2.32		$	2.22
Discontinued operations	—			—			(0.03		)	(0.09		)
Total diluted net income per common share	$	1.18		$	1.13		$	2.29		$	2.13

Dividends declared per common share	$	0.15		$	0.14		$	0.30		$	0.28

~~TORCHMARK CORPORATION~~

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

~~(Amounts in thousands)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2016 2015 2016 2015
Net income $ 151,869
$ 145,386
$ 414,331
$ 394,144

Other comprehensive income (loss):
Unrealized investment gains (losses):
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period 236,040
(72,228 ) 1,397,181
(740,934 )
Reclassification adjustment for (gains) losses on securities included in net income (3,513 ) (5,540 ) (7,809 ) (7,138 )
Reclassification adjustment for amortization of (discount) and premium (927 ) (1,569 ) (3,495 ) (4,840 )
Foreign exchange adjustment on securities recorded at fair value (199 ) (1,217 ) 849
(2,480 )
Unrealized gains (losses) on securities 231,401
(80,554 ) 1,386,726
(755,392 )
Unrealized gains (losses) on other investments 1,685
(1,063 ) 3,568
(3,390 )
Total unrealized investment gains (losses) 233,086
(81,617 )
1,390,294

(758,782 )
Less applicable (taxes) benefits (81,583 ) 28,690
(486,573 ) 265,555
Unrealized investment gains (losses), net of tax 151,503
(52,927 ) 903,721
(493,227 )

Unrealized gains (losses) attributable to deferred acquisition costs 621
1,436
(4,829 ) 5,041
Less applicable (taxes) benefits (216 ) (502 ) 1,691
(1,764 )
Unrealized gains (losses) attributable to deferred acquisition costs, net of tax 405
934
(3,138 ) 3,277

Foreign exchange translation adjustments, other than securities 120
(9,031 ) 7,262
(22,567 )
Less applicable (taxes) benefits (16 ) 3,164
(2,454 ) 7,667
Foreign exchange translation adjustments, other than securities, net of tax 104
(5,867 ) 4,808
(14,900 )

Pension adjustments:
Amortization of pension costs 2,551
3,646
7,654
10,935
Experience gain (loss) —
—
791
183
Pension adjustments 2,551
3,646
8,445
11,118
Less applicable (taxes) benefits (894 ) (1,276 ) (2,957 ) (3,891 )
Pension adjustments, net of tax 1,657
2,370
5,488
7,227

Other comprehensive income (loss) 153,669
(55,490 ) 910,879
(497,623 )
Comprehensive income (loss) $ 305,538
$ 89,896
$ 1,325,210
$ (103,479 )

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TORCHMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollar amounts in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net income	$	140,273		$	138,429		$	273,814		$	262,462

Other comprehensive income (loss):
Unrealized investment gains (losses):
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period	394,004			695,984			609,531			1,161,141
Reclassification adjustment for (gains) losses on securities included in net income	681			(3,983		)	(354		)	(4,296		)
Reclassification adjustment for amortization of (discount) and premium	(61		)	(1,204		)	(498		)	(2,568		)
Foreign exchange adjustment on securities recorded at fair value	230			593			245			1,048
Unrealized gains (losses) on securities	394,854			691,390			608,924			1,155,325
Unrealized gains (losses) on other investments	2,075			1,225			3,071			1,883
Total unrealized investment gains (losses)	396,929			692,615			611,995			1,157,208
Less applicable tax (expense) benefit	(138,931		)	(242,401		)	(214,254		)	(404,990		)
Unrealized investment gains (losses), net of tax	257,998			450,214			397,741			752,218

Unrealized gains (losses) attributable to deferred acquisition costs	(727		)	(2,681		)	(1,497		)	(5,450		)
Less applicable tax (expense) benefit	254			938			524			1,907
Unrealized gains (losses) attributable to deferred acquisition costs, net of tax	(473		)	(1,743		)	(973		)	(3,543		)

Foreign exchange translation adjustments, other than securities	3,302			5,382			7,516			7,142
Less applicable tax (expense) benefit	(1,153		)	(1,898		)	(1,581		)	(2,438		)
Foreign exchange translation adjustments, other than securities, net of tax	2,149			3,484			5,935			4,704

Pension adjustments:
Amortization of pension costs	3,109			2,551			6,218			5,103
Experience gain (loss)	—			105			371			791
Pension adjustments	3,109			2,656			6,589			5,894
Less applicable tax (expense) benefit	(1,088		)	(929		)	(2,306		)	(2,063		)
Pension adjustments, net of tax	2,021			1,727			4,283			3,831

Other comprehensive income (loss)	261,695			453,682			406,986			757,210
Comprehensive income (loss)	$	401,968		$	592,111		$	680,800		$	1,019,672

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TORCHMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(~~Amounts~~Dollar amounts in thousands, except per share data)

Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Shareholders’ Equity

Balance at January 1, 2015 $ —
$ 134,218
$ 457,613
$ 997,452
$ 3,376,846
$ (268,663 ) $ 4,697,466
Comprehensive income (loss)

(497,623 ) 394,144

(103,479 )
Common dividends declared ($0.41 per share)

(50,694 )
(50,694 )
Acquisition of treasury stock

(330,066 ) (330,066 )
Stock-based compensation

15,026

(2,132 ) 8,983
21,877
Exercise of stock options

15,679

(31,789 ) 64,308
48,198
Balance at September 30, 2015 $ —
$ 134,218
$ 488,318
$ 499,829
$ 3,686,375
$ (525,438 ) $ 4,283,302

Balance at January 1, 2016 $ —
$ 130,218
$ 482,284
$ 231,947
$ 3,614,369
$ (403,266 ) $ 4,055,552
Comprehensive income (loss)

910,879
414,331

1,325,210
Common dividends declared ($0.42 per share)

(50,410 )
(50,410 )
Acquisition of treasury stock

(311,356 ) (311,356 )
Stock-based compensation

13,787

(2,224 ) 8,771
20,334
Exercise of stock options⁽¹⁾

(42,040 ) 89,093
47,053
Balance at September 30, 2016 $ —
$ 130,218
$ 496,071
$ 1,142,826
$ 3,934,026
$ (616,758 ) $ 5,086,383

~~(1) Due to the prospective adoption of ASU 2016-09, the excess tax benefits from stock option exercises of $14 million at September 30, 2016 were recorded in income taxes on the~~ ~~Condensed Statement of Operations~~ ~~rather than additional paid-in-capital on the~~ ~~Condensed Balance Sheets. The 2015 balance of $16 million, under the previous guidance, remains in additional paid-in-capital. See further discussion at~~ ~~Note 2—New Accounting Standards.~~



	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings			Treasury Stock			Total Shareholders’ Equity

Balance at January 1, 2016	$	—	$	130,218	$	482,284	$	231,947	$	3,614,369		$	(403,266	)	$	4,055,552
Comprehensive income (loss)							757,210		262,462						1,019,672
Common dividends declared ($0.28 per share)									(33,766		)				(33,766		)
Acquisition of treasury stock												(202,975		)	(202,975		)
Stock-based compensation					7,442				(2,224		)	8,771			13,989
Exercise of stock options									(23,175		)	48,461			25,286
Balance at June 30, 2016	$	—	$	130,218	$	489,726	$	989,157	$	3,817,666		$	(549,009	)	$	4,877,758



	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings			Treasury Stock			Total Shareholders’ Equity

Balance at January 1, 2017	$	—	$	127,218	$	490,421	$	577,574	$	3,890,798		$	(519,150	)	$	4,566,861
Comprehensive income (loss)							406,986		273,814						680,800
Common dividends declared ($0.30 per share)									(35,005		)				(35,005		)
Acquisition of treasury stock												(203,756		)	(203,756		)
Stock-based compensation					9,702				(606		)	7,450			16,546
Exercise of stock options									(16,244		)	44,214			27,970
Balance at June 30, 2017	$	—	$	127,218	$	500,123	$	984,560	$	4,112,757		$	(671,242	)	$	5,053,416

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TORCHMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(~~Amounts~~Dollar amounts in thousands)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016			2015			2017			2016
Cash provided from operating activities	$	971,926		$	729,892		$	739,056		$	604,935

Cash provided from (used for) investing activities:
Investments sold or matured:
Fixed maturities available for sale—sold	75,299			26,330			—			51,299
Fixed maturities available for sale—matured, called, and repaid	178,873			342,796			216,170			92,475
Other long-term investments	466			2,452			3,046			1,394
Total long-term investments sold or matured	254,638			371,578			219,216			145,168
Acquisition of investments:
Fixed maturities—available for sale	(910,090		)	(730,145		)	(676,648		)	(651,267		)
Other long-term investments	(20,404		)	(1,906		)	(1,775		)	(21,762		)
Total investments acquired	(930,494		)	(732,051		)	(678,423		)	(673,029		)
Net (increase) in policy loans	(6,623		)	(13,933		)
Net increase in policy loans							(8,089		)	(9,093		)
Net (increase) decrease in short-term investments	(11,138		)	(47,781		)	(22,347		)	6,185
Net change in payable or receivable for securities	94			—			—			(711		)
Additions to property and equipment	(10,138		)	(30,663		)	(8,080		)	(6,740		)
Sales of other assets	767			—
Sale of other assets							18			—
Investment in low-income housing interests	(16,126		)	(27,078		)	(8,875		)	(9,260		)
Cash from (used for) investing activities	(719,020		)	(479,928		)
Cash provided from (used for) investing activities							(506,580		)	(547,480		)

Cash provided from (used for) financing activities:
Issuance of common stock	47,053			32,519			27,970			25,286
Cash dividends paid to shareholders	(50,258		)	(50,217		)	(34,093		)	(33,478		)
Repayment of 6.375% Notes	(250,000		)	—
Issuance of Term Loan	100,000			—
Issuance of 6.125% Junior Subordinated Debentures	300,000			—
Issue expenses of debt offering	(9,638		)	—
Proceeds from issuance of debt							—			400,000
Payment for debt issuance costs							—			(9,638		)
Repayment of debt							(625		)	(250,000		)
Net borrowing (repayment) of commercial paper	25,266			130,215			40,546			45,010
Excess tax benefit from stock option exercises⁽¹⁾	—			15,679
Acquisition of treasury stock	(311,356		)	(330,066		)	(203,756		)	(202,975		)
Net receipts (payments) from deposit-type product	(57,188		)	(69,188		)	(44,294		)	(38,193		)
Cash provided from (used for) financing activities	(206,121		)	(271,058		)	(214,252		)	(63,988		)

Effect of foreign exchange rate changes on cash	(3,268		)	14,560			3,265			(5,172		)
Net increase (decrease) in cash	43,517			(6,534		)	21,489			(11,705		)
Cash at beginning of year	61,383			66,019			76,163			61,383
Cash at end of period	$	104,900		$	59,485		$	97,652		$	49,678

(1) Due to the prospective adoption of ASU 2016-09, the excess tax benefits from stock option exercises of $14 million at September 30, 2016 were presented as a component of operating activities in the same manner as other cash flows related to income taxes. The 2015 balance of $16 million, under the previous guidance, remains in the financing activities section. See further discussion at ~~Note 2—New Accounting Standards.~~

See accompanying Notes to Condensed Consolidated Financial Statements.

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 1—Significant Accounting Policies

Basis of Presentation: The accompanying condensed consolidated financial statements of Torchmark Corporation (Torchmark or alternatively, the Company) have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America (GAAP). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial position at ~~September~~June 30, ~~2016,~~2017, and the condensed consolidated results of operations, comprehensive income, and cash flows for the periods ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements that are included in the Form 10-K filed with the Securities Exchange Commission (SEC) on February ~~26, 2016.~~27, 2017.

Note 2—New Accounting Standards

Accounting Pronouncements Not Yet Adopted

ASU ~~2014-15~~2016-01: : In ~~August 2014, the FASB issued Accounting Standards Update No. 2014-15,~~ ~~Presentation of Financial Statements—Going Concern (Subtopic 205-40)~~. This accounting standard requires management to perform interim and annual assessments of the entity's ability to continue its business operations within one year of the date of issuance of its financial statements. The Company must then provide certain disclosure if there is substantial doubt about its ability to continue as a going concern. As of January ~~1, 2016, the Company adopted this standard with no impact to the financial statements.~~

~~ASU 2016-09: In March~~ 2016, the FASB issued Accounting Standards Update No. ~~2016-09,~~2016-01, ~~Compensation—Stock Compensation (Topic 718)~~Financial Instruments—Overall (Subtopic 825-10): ~~Improvements~~Recognition and Measurement of Financial Assets and Financial Liabilities, which primarily revises the classification and measurement of certain equity investments such that they will be measured at fair value through net income. Additionally, it eliminates the cost method for partnerships and joint ventures and requires these types of investments to ~~Employee Share-Based Payment Accounting~~ ~~to simplify~~be accounted for under the fair value through net income method or equity method. Lastly, the guidance will require certain ~~aspects~~disclosures associated with fair value of ~~accounting~~financial instruments. This standard will become effective for ~~share-based payment award transactions including: (a) income tax consequences; (b) classification in~~ the ~~statement of cash flows; and (c) accounting for forfeitures. Torchmark elected to early adopt this standard as of~~Company beginning January 1, ~~2016, as permitted. This new accounting standard primarily affects Torchmark's computations of net income and diluted shares outstanding and thus earnings per share.~~

~~While the intent of~~2018. The Company does not expect the adoption ~~of this guidance is simplification, inherent changes in future share prices and volume of stock option exercises are expected~~ to ~~result in increased volatility in net income and earnings per share in future periods. As provided by the new standard, the adoption is prospective and thus will~~have a significant impact ~~only 2016 and future periods.~~

~~Below is a listing of the effects of the adoption of this guidance:~~

Condensed consolidated statement of operations: For the three months ended September 30, 2016, the Company recorded $7 million in excess tax benefits as a component of income taxes, which resulted in an increase in net income as compared with the three months ended September 30, 2015 when the excess tax benefits of $5 million were recorded as a component of additional paid-in capital on the ~~balance sheet. For the nine months ended September 30, 2016, the Company recorded $14 million~~financial statements as we have limited ownership in ~~excess tax benefits as a component~~equity investments and partnerships, representing less than 1% of ~~income taxes as compared with $16 million recorded as a component of additional paid-in-capital on the balance sheet for the same period in the prior year.~~

Weighted average diluted shares: The weighted average diluted shares outstanding were adjusted to exclude excess tax benefits from the assumed proceeds in the diluted shares calculation. This change resulted in diluted weighted average shares outstanding of 121.9 million for the quarter ended September 30, 2016, as compared with 121.1 million under the previous guidance. For the nine months ended September 30, 2016, the weighted average diluted shares outstanding were 122.7 million as compared with 121.9 million under the previous guidance.

~~Earnings per share: The adoption resulted in a $0.05 increase in earnings per share for the three months ended September 30, 2016 and a $0.09 increase for the nine months ended September 30, 2016.~~

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~~TORCHMARK CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(Dollar amounts in thousands except per share data)~~

~~Note 2—New Accounting Standards (continued)~~

Condensed consolidated statement of cash flows: The excess tax benefits related to share-based payments of $14 million were presented as a component of operating activities in the same manner as other cash flows related to income taxes. In prior years, the excess tax benefits of $16 million were presented within financing activities.

~~Accounting Pronouncements Not Yet Adopted~~total invested assets.

ASU 2016-02: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which requires all lessees to report a right-of-use asset and a lease liability for ~~most leases. For lessors,~~leases with a term life greater than 12 months. Operating and financing leases will be recognized on the ~~standard modifies the classification criteria~~balance sheet going forward. Additional qualitative and ~~the accounting for sales-type and direct financing leases. The~~quantitative disclosures will be required. This standard will become effective for the Company beginning January 1, 2019 and will require recognizing and measuring leases at the beginning of the earliest period presented using a modified retrospective approach. Early adoption is permitted. The Company ~~is currently evaluating~~does not expect the ~~standard~~adoption to ~~determine its impact.~~have a significant impact on the financial statements. Refer to the 2016 form 10-K Note 15—Commitments and Contingencies for consideration of the noncancellable operating lease commitments. The Company does not have any lessor commitments.

ASU 2016-13: In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments as well as to change the loss impairment methodology for available-for-sale debt securities. This standard will become effective on January 1, 2020. The applicable section of the standard related to debt securities requires a prospective transition. The Company does not expect the adoption to have a significant impact on the financial ~~statements.~~statements as we have limited credit losses with respect to our available-for-sale portfolio.

ASU 2016-15: In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash ~~Flows:~~Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments to provide uniformity in the classification of cash receipts and payments recorded in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, and proceeds from the settlement of insurance claims. This standard will become effective on January 1, 2018. This adoption will not have a significant impact on the financial statements.

ASU 2016-16: In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory. This guidance was issued to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory by allowing the immediate recognition of the current and deferred income tax effects. Current guidance prohibits the recognition of current and deferred income taxes for an intra-entity transfer until the asset has been sold to an outside party. This new guidance should

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 2—New Accounting Standards (continued)

be applied on a modified retrospective approach and will become effective on January 1, 2018. This adoption will not have a significant impact on the financial statements.

ASU 2017-04:In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance was issued to simplify the subsequent measurement of goodwill through the elimination of Step 2 from the goodwill impairment test. It will become effective on January 1, 2020 and should be applied on a prospective basis. This adoption will not have a significant impact on the financial statements.

ASU 2017-07: In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This guidance was issued to simplify the reporting of pension costs by disaggregating the service-cost component from the other components of net benefit costs and reporting it separately on the income statement. The service-cost component is the only component of net benefit cost that will be eligible for capitalization. The guidance will become effective on January 1, 2018 with a retrospective transition method for separation of net benefit costs and a prospective transition method for the capitalization of service costs. The Company does not expect the adoption to have a significant impact on the financial statements as the change in pension capitalization should be less than 1% of Total Benefits and Expenses for the year.

ASU 2017-08: In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities. This guidance was issued to shorten the amortization period for certain callable debt securities held at a premium. The guidance requires the premium to be amortized to the earliest call date. It will become effective on January 1, 2019 with early adoption permitted, including during interim periods. The adoption is ~~currently evaluating~~to be applied on a modified retrospective basis through an adjustment to retained earnings. This adoption will not have a significant impact on the ~~standard~~financial statements.

ASU 2017-09: In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This guidance was issued to ~~determine its impact.~~provide clarity and guidance regarding changes to the terms or conditions of a share-based payment award that requires an entity to apply modification accounting. It will become effective on January 1, 2018 with early adoption permitted, including adoption in any interim periods. The Company does not expect the adoption to have a significant impact on the financial statements as modifications to stock compensation are infrequent.

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income

An analysis of the change in balance by component of Accumulated Other Comprehensive Income is as follows for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

Components of Accumulated Other Comprehensive Income


	Three Months Ended September 30, 2016															Three Months Ended June 30, 2017
	Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange			Pension Adjustments			Total			Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange		Pension Adjustments			Total
Balance at July 1, 2016	$	1,084,551		$	(8,658	)	$	8,331		$	(95,067	)	$	989,157
Balance at April 1, 2017																$	832,057		$	(7,182	)	$	8,753	$	(110,763	)	$	722,865
Other comprehensive income (loss) before reclassifications, net of tax	154,389			405			104			—			154,898			257,595			(473		)	2,149		—			259,271
Reclassifications, net of tax	(2,886		)	—			—			1,657			(1,229		)	403			—			—		2,021			2,424
Other comprehensive income (loss)	151,503			405			104			1,657			153,669			257,998			(473		)	2,149		2,021			261,695
Balance at September 30, 2016	$	1,236,054		$	(8,253	)	$	8,435		$	(93,410	)	$	1,142,826
Balance at June 30, 2017																$	1,090,055		$	(7,655	)	$	10,902	$	(108,742	)	$	984,560

	Three Months Ended September 30, 2015															Three Months Ended June 30, 2016
	Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange			Pension Adjustments			Total			Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange		Pension Adjustments			Total
Balance at July 1, 2015	$	649,973		$	(8,415	)	$	8,353		$	(94,592	)	$	555,319
Balance at April 1, 2016																$	634,337		$	(6,915	)	$	4,847	$	(96,794	)	$	535,475
Other comprehensive income (loss) before reclassifications, net of tax	(48,306		)	934			(5,867		)	1			(53,238		)	453,586			(1,743		)	3,484		69			455,396
Reclassifications, net of tax	(4,621		)	—			—			2,369			(2,252		)	(3,372		)	—			—		1,658			(1,714		)
Other comprehensive income (loss)	(52,927		)	934			(5,867		)	2,370			(55,490		)	450,214			(1,743		)	3,484		1,727			453,682
Balance at September 30, 2015	$	597,046		$	(7,481	)	$	2,486		$	(92,222	)	$	499,829
Balance at June 30, 2016																$	1,084,551		$	(8,658	)	$	8,331	$	(95,067	)	$	989,157

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands except, per share data)

Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income (continued)

Components of Accumulated Other Comprehensive Income


																Six Months Ended June 30, 2017
																Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange		Pension Adjustments			Total
Balance at January 1, 2017																$	692,314		$	(6,682	)	$	4,967	$	(113,025	)	$	577,574
Other comprehensive income (loss) before reclassifications, net of tax																398,295			(973		)	5,935		241			403,498
Reclassifications, net of tax																(554		)	—			—		4,042			3,488
Other comprehensive income (loss)																397,741			(973		)	5,935		4,283			406,986
Balance at June 30, 2017																$	1,090,055		$	(7,655	)	$	10,902	$	(108,742	)	$	984,560

	Nine Months Ended September 30, 2016															Six Months Ended June 30, 2016
	Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange			Pension Adjustments			Total			Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange		Pension Adjustments			Total
Balance at January 1, 2016	$	332,333		$	(5,115	)	$	3,627		$	(98,898	)	$	231,947		$	332,333		$	(5,115	)	$	3,627	$	(98,898	)	$	231,947
Other comprehensive income (loss) before reclassifications, net of tax	911,069			(3,138		)	4,808			513			913,252			756,680			(3,543		)	4,704		514			758,355
Reclassifications, net of tax	(7,348		)	—			—			4,975			(2,373		)	(4,462		)	—			—		3,317			(1,145		)
Other comprehensive income (loss)	903,721			(3,138		)	4,808			5,488			910,879			752,218			(3,543		)	4,704		3,831			757,210
Balance at September 30, 2016	$	1,236,054		$	(8,253	)	$	8,435		$	(93,410	)	$	1,142,826

	Nine Months Ended September 30, 2015
	Available for Sale Assets			Deferred Acquisition Costs			Foreign Exchange			Pension Adjustments			Total
Balance at January 1, 2015	$	1,090,273		$	(10,758	)	$	17,386		$	(99,449	)	$	997,452
Other comprehensive income (loss) before reclassifications, net of tax	(485,441		)	3,277			(14,900		)	119			(496,945		)
Reclassifications, net of tax	(7,786		)	—			—			7,108			(678		)
Other comprehensive income (loss)	(493,227		)	3,277			(14,900		)	7,227			(497,623		)
Balance at September 30, 2015	$	597,046		$	(7,481	)	$	2,486		$	(92,222	)	$	499,829
Balance at June 30, 2016																$	1,084,551		$	(8,658	)	$	8,331	$	(95,067	)	$	989,157

Reclassifications out of Accumulated Other Comprehensive Income are presented below for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

Reclassification Adjustments


	Three Months Ended September 30,						Nine Months Ended September 30,						Affected line items in the Statement of Operations	Three Months Ended June 30,						Six Months Ended June 30,						Affected line items in the Statement of Operations
	2016			2015			2016			2015			Affected line items in the Statement of Operations	2017			2016			2017			2016			Affected line items in the Statement of Operations
Unrealized investment gains (losses) on available for sale assets:
Realized (gains) losses	$	(3,513	)	$	(5,540	)	$	(7,809	)	$	(7,138	)	Realized gains (losses)	$	681		$	(3,983	)	$	(354	)	$	(4,296	)	Realized gains (losses)
Amortization of (discount) premium	(927		)	(1,569		)	(3,495		)	(4,840		)	Net investment income	(61		)	(1,204		)	(498		)	(2,568		)	Net investment income
Total before tax	(4,440		)	(7,109		)	(11,304		)	(11,978		)		620			(5,187		)	(852		)	(6,864		)
Tax	1,554			2,488			3,956			4,192			Income taxes	(217		)	1,815			298			2,402			Income taxes
Total after tax	(2,886		)	(4,621		)	(7,348		)	(7,786		)		403			(3,372		)	(554		)	(4,462		)
Pension adjustments:
Amortization of prior service cost	120			81			360			244			Other operating expenses	119			120			238			240			Other operating expenses
Amortization of actuarial gain (loss)	2,431			3,563			7,294			10,691			Other operating expenses	2,990			2,431			5,980			4,863			Other operating expenses
Total before tax	2,551			3,644			7,654			10,935				3,109			2,551			6,218			5,103
Tax	(894		)	(1,275		)	(2,679		)	(3,827		)	Income taxes	(1,088		)	(893		)	(2,176		)	(1,786		)	Income taxes
Total after tax	1,657			2,369			4,975			7,108				2,021			1,658			4,042			3,317
Total reclassifications (after tax)	$	(1,229	)	$	(2,252	)	$	(2,373	)	$	(678	)		$	2,424		$	(1,714	)	$	3,488		$	(1,145	)

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 4—Investments

Portfolio Composition:

A summary of fixed maturities available for sale by cost or amortized cost and estimated fair value at ~~September~~June 30, ~~2016~~2017 is as follows:

Portfolio Composition as of ~~September~~June 30, ~~2016~~2017


	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value⁽¹⁾		% of Total Fixed Maturities⁽²⁾	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value⁽¹⁾		% of Total Fixed Maturities⁽²⁾
Bonds:
Fixed maturities available for sale:
U.S. Government direct, guaranteed, and government-sponsored enterprises	$	382,603	$	33,946	$	(431	)	$	416,118	3	$	387,331	$	8,552	$	(1,696	)	$	394,187	2
States, municipalities, and political subdivisions	1,272,731		178,622		(188		)	1,451,165		9	1,182,708		128,175		(185		)	1,310,698		8
Foreign governments	22,732		2,835		—			25,567		—	20,720		1,592		—			22,312		—
Corporates, by sector:
Financial	2,871,873		415,796		(24,624		)	3,263,045		21	3,152,297		413,004		(25,309		)	3,539,992		22
Utilities	1,952,885		395,477		(3,816		)	2,344,546		15	1,909,247		314,825		(3,351		)	2,220,721		14
Energy	1,565,677		148,044		(57,686		)	1,656,035		10	1,589,769		170,566		(35,952		)	1,724,383		11
Other corporate sectors	5,357,717		762,583		(16,352		)	6,103,948		39	5,847,507		651,703		(20,017		)	6,479,193		40
Total corporates	11,748,152		1,721,900		(102,478		)	13,367,574		85	12,498,820		1,550,098		(84,629		)	13,964,289		87
Collateralized debt obligations	60,857		14,062		(11,637		)	63,282		—	59,871		16,677		(10,303		)	66,245		—
Other asset-backed securities	56,751		2,390		—			59,141		—	126,019		3,607		(15		)	129,611		1
Redeemable preferred stocks, by sector:
Financial	372,030		58,148		(5,625		)	424,553		3	347,505		59,206		(5,849		)	400,862		2
Utilities	28,611		1,689		—			30,300		—	28,577		1,725		(220		)	30,082		—
Total redeemable preferred stocks	400,641		59,837		(5,625		)	454,853		3	376,082		60,931		(6,069		)	430,944		2
Total fixed maturities	$	13,944,467	$	2,013,592	$	(120,359	)	$	15,837,700	100	$	14,651,551	$	1,769,632	$	(102,897	)	$	16,318,286	100

(1) Amounts reported on the balance sheet.

(2) At fair value.

A schedule of fixed maturities available for sale by contractual maturity date at June 30, 2017 is shown below on an amortized cost basis and on a fair value basis. Actual maturity dates could differ from contractual maturities due to call or prepayment provisions.



	June 30, 2017
	Amortized Cost		Fair Value
Fixed maturities available for sale:
Due in one year or less	$	143,830	$	148,150
Due after one year through five years	578,037		622,103
Due after five years through ten years	1,434,971		1,597,721
Due after ten years through twenty years	4,363,391		5,019,819
Due after twenty years	7,944,279		8,733,397
Mortgage-backed and asset-backed securities	187,043		197,096
	$	14,651,551	$	16,318,286

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

A schedule of fixed maturities available for sale by contractual maturity date at September 30, 2016 is shown below on an amortized cost basis and on a fair value basis. Actual maturity dates could differ from contractual maturities due to call or prepayment provisions.

Amortized
Cost Fair Value
Fixed maturities available for sale:
Due in one year or less $ 14,764
$ 14,920
Due from one to five years 625,222
680,902
Due from five to ten years 1,149,329
1,299,091
Due from ten to twenty years 4,071,596
4,751,987
Due after twenty years 7,964,507
8,966,796
Mortgage-backed and asset-backed securities 119,049
124,004
$ 13,944,467
$ 15,837,700

Selected information about sales of fixed maturities available for sale is as follows.

Nine Months Ended September 30,
2016 2015
Proceeds from sales $ 75,299
$ 26,330
Gross realized gains 6,133
260
Gross realized losses (214 ) (354 )

~~Table of Contents~~

~~TORCHMARK CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(Dollar amounts in thousands except per share data)~~

~~Note 4—Investments (continued)~~



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Proceeds from sales	$	—	$	36,968	$	—	$	51,299
Gross realized gains	—		3,061		—		3,556
Gross realized losses	—		—		—		(214		)

Fair Value Measurements:

The following table represents the fair value of fixed maturities available for sale measured on a recurring basis.


Fair Value Measurements at September 30, 2016 Using:
Fair Value Measurements at June 30, 2017 using:													Fair Value Measurements at June 30, 2017 using:
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Bonds:
U.S. Government direct, guaranteed, and government-sponsored enterprises	$	17		$	416,101		$	—		$	416,118			$	—		$	394,187		$	—		$	394,187
States, municipalities, and political subdivisions	—			1,451,165			—			1,451,165				—			1,310,698			—			1,310,698
Foreign governments	—			25,567			—			25,567				—			22,312			—			22,312
Corporates, by sector:
Financial	—			3,199,394			63,651			3,263,045				—			3,477,619			62,373			3,539,992
Utilities	—			2,182,029			162,517			2,344,546				—			2,065,431			155,290			2,220,721
Energy	—			1,627,142			28,893			1,656,035				—			1,683,064			41,319			1,724,383
Other corporate sectors	—			5,771,256			332,692			6,103,948				—			6,151,889			327,304			6,479,193
Total corporates	—			12,779,821			587,753			13,367,574				—			13,378,003			586,286			13,964,289
Collateralized debt obligations	—			—			63,282			63,282				—			—			66,245			66,245
Other asset-backed securities	—			59,141			—			59,141				—			115,458			14,153			129,611
Redeemable preferred stocks, by sector:
Financial	—			424,553			—			424,553				—			400,862			—			400,862
Utilities	—			30,300			—			30,300				—			30,082			—			30,082
Total redeemable preferred stocks	—			454,853			—			454,853				—			430,944			—			430,944
Total fixed maturities	$	17		$	15,186,648		$	651,035		$	15,837,700			$	—		$	15,651,602		$	666,684		$	16,318,286
Percent of total	—		%	95.9		%	4.1		%	100		%		—		%	95.9		%	4.1		%	100.0		%

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

The following table represents an analysis of changes in fair value measurements using significant unobservable inputs (Level 3).

Analysis of Changes in Fair Value Measurements Using

Significant Unobservable Inputs (Level 3)


										Six Months Ended June 30, 2017
										Asset- Backed Securities			Collateralized Debt Obligations			Corporates⁽¹⁾			Total
Balance at January 1, 2017										$	—		$	63,503		$	559,600		$	623,103
Total gains or losses:
Included in realized gains/losses										—			—			—			—
Included in other comprehensive income										261			3,597			11,637			15,495
Acquisitions										14,000			—			21,666			35,666
Sales										—			—			—			—
Amortization										—			2,481			8			2,489
Other⁽²⁾										(108		)	(3,336		)	(6,625		)	(10,069		)
Transfers in and/or out of Level 3⁽³⁾										—			—			—			—
Balance at June 30, 2017										$	14,153		$	66,245		$	586,286		$	666,684
Percent of total fixed maturities										0.1		%	0.4		%	3.6		%	4.1		%

	Nine Months Ended September 30, 2016									Six Months Ended June 30, 2016
	Collateralized Debt Obligations			Corporates⁽¹⁾			Total			Asset- Backed Securities			Collateralized Debt Obligations			Corporates⁽¹⁾			Total
Balance at January 1, 2016	$	70,382		$	530,806		$	601,188		$	—		$	70,382		$	530,806		$	601,188
Total gains or losses:
Included in realized gains/losses	—			788			788			—			—			—			—
Included in other comprehensive income	(3,879		)	33,365			29,486			—			(4,831		)	24,291			19,460
Acquisitions	—			33,662			33,662			—			—			15,800			15,800
Sales	—			—			—			—			—			—			—
Amortization	3,511			14			3,525			—			2,639			8			2,647
Other⁽²⁾	(6,732		)	(10,882		)	(17,614		)	—			(4,127		)	(1,740		)	(5,867		)
Transfers in and/or out of Level 3⁽³⁾	—			—			—			—			—			—			—
Balance at September 30, 2016	$	63,282		$	587,753		$	651,035
Balance at June 30, 2016										$	—		$	64,063		$	569,165		$	633,228
Percent of total fixed maturities	0.4		%	3.7		%	4.1		%	—		%	0.4		%	3.7		%	4.1		%

	Nine Months Ended September 30, 2015
	Collateralized Debt Obligations			Corporates⁽¹⁾			Total
Balance at January 1, 2015	$	63,232		$	512,714		$	575,946
Total gains or losses:
Included in realized gains/losses	—			1,182			1,182
Included in other comprehensive income	12,797			(3,121		)	9,676
Acquisitions	—			38,600			38,600
Sales	—			—			—
Amortization	4,183			14			4,197
Other⁽²⁾	(8,100		)	(9,719		)	(17,819		)
Transfers in and/or out of Level 3⁽³⁾	—			—			—
Balance at September 30, 2015	$	72,112		$	539,670		$	611,782
Percent of total fixed maturities	0.5		%	3.8		%	4.3		%

(1) Includes redeemable preferred stocks.

(2) Includes capitalized interest, foreign exchange adjustments, and principal repayments.

(3) Considered to be transferred at the end of the period. Transfers into Level 3 occur when observable inputs are no longer available. Transfers out of Level 3 occur when observable inputs become available.

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

Other-Than-Temporary Impairments:

~~Based on~~In accordance with the ~~Company's evaluation of~~other-than-temporary impairment (OTTI) policy, the Company evaluated its fixed maturities available for sale in an unrealized loss position to determine if there was any impairment for the quarter. Gross unrealized losses may fluctuate quarter over quarter due to adverse factors in ~~accordance with~~ the ~~other-than-temporary impairment (OTTI) policy,~~market that affect our holdings, such as changes in the interest rates or credit spreads. While the Company ~~concluded~~holds securities that ~~there were no other-than-temporary impairments during the three or nine month periods ended September 30, 2016 and 2015.~~

~~As of quarter end, previously written down securities remaining~~may be in the portfolio were carried at a fair value of $55 million, or less than 1% of the fair value of the fixed maturity available for sale portfolio. Torchmark is continuously monitoring the market conditions impacting its portfolio. Additionally,an unrealized loss position from time to time, Torchmark has the ability and intent to hold these investments to recovery, and does not expect to be required to sell any of its ~~securities.~~securities due to the strong cash flows generated by its insurance operations.

For the six months ended June 30, 2017, the Company recorded $245 thousand ($159 thousand, net of tax) in OTTI. For the comparable period in 2016, the Company concluded that there were no other-than-temporary impairments.

Unrealized Loss Analysis:

The following table discloses information about fixed maturities available for sale in an unrealized loss position.

Less than
Twelve
Months

Twelve
Months
or Longer
Total
Number of issues (CUSIP numbers) held:
As of September 30, 2016 50
105
155
As of December 31, 2015 480
75
555



	Less than Twelve Months	Twelve Months or Longer	Total
Number of issues (CUSIP numbers) held:
As of June 30, 2017	164	76	240
As of December 31, 2016	407	94	501

Torchmark’s entire fixed maturity portfolio consisted of ~~1,555~~1,516 issues at ~~September~~June 30, ~~2016~~2017 and 1,565 issues at December 31, ~~2015.~~2016. The weighted average quality rating of all unrealized loss positions as of ~~September~~June 30, ~~2016~~2017 was ~~BB+.~~BBB.

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

The following table discloses unrealized investment losses by class and major sector of fixed maturities available for sale at ~~September~~June 30, ~~2016~~2017 for the period of time in a loss position. Torchmark considers these investments to be only temporarily impaired.

Analysis of Gross Unrealized Investment Losses

At ~~September~~June 30, ~~2016~~2017


	Less than Twelve Months					Twelve Months or Longer					Total					Less than Twelve Months					Twelve Months or Longer					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Investment grade securities:
Bonds:
U.S. Government direct, guaranteed, and government-sponsored enterprises	$	23	$	—		$	1,547	$	(431	)	$	1,570	$	(431	)	$	114,030	$	(1,194	)	$	1,501	$	(502	)	$	115,531	$	(1,696	)
States, municipalities and political subdivisions	—		—			677		(29		)	677		(29		)	13,502		(155		)	666		(30		)	14,168		(185		)
Foreign governments																—		—			—		—			—		—

Corporates, by sector:
Financial	130,367		(1,879		)	48,458		(3,623		)	178,825		(5,502		)	123,632		(3,735		)	47,847		(1,157		)	171,479		(4,892		)
Utilities	41,266		(551		)	42,015		(3,265		)	83,281		(3,816		)	120,890		(2,481		)	17,710		(870		)	138,600		(3,351		)
Energy	18,602		(165		)	258,173		(23,929		)	276,775		(24,094		)	36,740		(486		)	137,991		(9,595		)	174,731		(10,081		)
Other corporate sectors	120,291		(1,635		)	103,826		(2,575		)	224,117		(4,210		)	437,568		(11,357		)	69,796		(2,624		)	507,364		(13,981		)
Total corporates	310,526		(4,230		)	452,472		(33,392		)	762,998		(37,622		)	718,830		(18,059		)	273,344		(14,246		)	992,174		(32,305		)
Other asset-backed securities																9,927		(15		)	—		—			9,927		(15		)
Redeemable preferred stocks, by sector:
Financial	—		—			—		—			—		—			—		—			—		—			—		—
Utilities																5,855		(220		)	—		—			5,855		(220		)
Total redeemable preferred stocks	—		—			—		—			—		—			5,855		(220		)	—		—			5,855		(220		)
Total investment grade securities	310,549		(4,230		)	454,696		(33,852		)	765,245		(38,082		)	862,144		(19,643		)	275,511		(14,778		)	1,137,655		(34,421		)
Below investment grade securities:
Bonds:
States, municipalities and political subdivisions	—		—			393		(159		)	393		(159		)	—		—			—		—			—		—
Corporates, by sector:
Financial	—		—			86,650		(19,122		)	86,650		(19,122		)	—		—			85,338		(20,417		)	85,338		(20,417		)
Energy	4,673		(23		)	116,978		(33,569		)	121,651		(33,592		)	20,173		(185		)	81,387		(25,686		)	101,560		(25,871		)
Other corporate sectors	24,881		(244		)	173,593		(11,898		)	198,474		(12,142		)	—		—			56,134		(6,036		)	56,134		(6,036		)
Total corporates	29,554		(267		)	377,221		(64,589		)	406,775		(64,856		)	20,173		(185		)	222,859		(52,139		)	243,032		(52,324		)
Collateralized debt obligations	—		—			8,363		(11,637		)	8,363		(11,637		)	—		—			9,697		(10,303		)	9,697		(10,303		)
Redeemable preferred stocks, by sector:
Financial	—		—			21,511		(5,625		)	21,511		(5,625		)	—		—			21,269		(5,849		)	21,269		(5,849		)
Total redeemable preferred stocks	—		—			21,511		(5,625		)	21,511		(5,625		)	—		—			21,269		(5,849		)	21,269		(5,849		)
Total below investment grade securities	29,554		(267		)	407,488		(82,010		)	437,042		(82,277		)	20,173		(185		)	253,825		(68,291		)	273,998		(68,476		)
Total fixed maturities	$	340,103	$	(4,497	)	$	862,184	$	(115,862	)	$	1,202,287	$	(120,359	)	$	882,317	$	(19,828	)	$	529,336	$	(83,069	)	$	1,411,653	$	(102,897	)

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 5—Discontinued Operations

At December 31, 2015, Torchmark met the criteria to account for its Medicare Part D Prescription Drug Plan business as a discontinued operation. Historically, the business was a reportable segment. Effective July 1, 2016, Torchmark sold its Medicare Part D Prescription Drug Plan business to SilverScript Insurance Company, a subsidiary of CVS Health Corporation (collectively, the "Buyer"). Management believes this sale allows the Company to better focus on its core protection life and health insurance businesses, and provide additional capital.an unaffiliated third party.

The initial purchase price was based on the number of enrollees as of the end of the second quarter and will be adjusted based on the number of enrollees as of January 1, 2017 as determined by the Center for Medicare Services (CMS) in March 2017. Our current estimate of the ultimate net proceeds to be realized from the sale ~~net of the contingent consideration of $4.8 million and the write-off of the $16 million of deferred acquisition costs related to the Medicare Part D business,~~ resulted in a net gain of ~~$613 thousand~~$1.8 million ($~~399 thousand,~~1.2 million net of tax) ~~being recognized~~ in ~~income~~2016. The operating results from discontinued operations ~~as of September 30, 2016.~~

~~Torchmark has retained certain assets and liabilities related to the Medicare Part D business including all corresponding profits or losses~~are reflected in income for the 2016 plan year. The Buyer has assumed the rights and obligations related to the business for all subsequent plan years. To ensure an orderly transition, Torchmark will administer the plans for the remainder of 2016, and the Buyer will be responsible for administration of the plans beginning insix months ended June 30, 2017. The remaining assets and liabilities reflected on the Torchmark balance sheet related to discontinued operations are receivables and payables associated with the 2016 and ~~2015~~prior plan years that are expected to be settled in the ordinary course of business during ~~2016~~2017 and ~~2017.~~2018.

The net assets related to discontinued operations at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows:


	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
Assets:
Due premiums	$	3,558	$	8,041	$	3,945	$	8,840
Other receivables⁽¹⁾	237,656		287,765		64,678		118,692
Deferred acquisition costs	—		17,037
Total assets related to discontinued operations	241,214		312,843		68,623		127,532

Liabilities:
Unearned and advance premiums	2,750		806
Policy claims and other benefits payable	12,560		12,309
Risk sharing payable	23,837		23,837		9,126		8,374
Current and deferred income taxes payable	15,876		13,604		1,910		3,820
Other⁽²⁾	7,395		479		28,113		15,230
Total liabilities related to discontinued operations	62,418		51,035		39,149		27,424

Net assets	$	178,796	$	261,808	$	29,474	$	100,108

(1) At ~~September~~June 30, ~~2016,~~2017, other receivables included ~~$228~~$65 million from the Centers for Medicare and Medicaid Services (CMS). At December 31, 2016, other receivables included $50 million from the Centers for Medicare and Medicaid Services (CMS) and $9$69 million from drug manufacturer rebates.

(2) At June 30, 2017, the balance included $25.6 million due to CMS. At December 31, ~~2015,~~2016, the ~~comparable amounts were $193 million and $95 million, respectively.~~

~~(2) Balance includes $4.8~~balance included a $3.6 million contingent purchase price ~~reserve for the quarter ended September 30, 2016.~~reserve.

1615

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 5—Discontinued Operations (continued)

Income from discontinued operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 was as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Revenue:
Health premium	$	53,632		$	51,605		$	165,105		$	222,780		$	(71	)	$	56,774		$	(295	)	$	111,473

Benefits and expenses:
Health policyholder benefits	33,331			26,184			146,683			204,283			(252		)	51,871			3,932			113,352
Amortization of deferred acquisition costs	1,018			880			2,958			2,649			—			932			—			1,940
Commissions, premium taxes, and non-deferred acquisition expenses	3,352			5,209			12,253			16,258			154			3,792			730			8,901
Other operating expense	1,222			1,597			4,512			4,235			166			1,510			777			3,290
Total benefits and expenses	38,923			33,870			166,406			227,425			68			58,105			5,439			127,483

Income (loss) before income taxes for discontinued operations	14,709			17,735			(1,301		)	(4,645		)	(139		)	(1,331		)	(5,734		)	(16,010		)
Gain from sale of discontinued operations	613			—			613			—
Income tax benefit (expense)	(5,363		)	(6,207		)	241			1,626			49			466			2,007			5,604
Income (loss) from discontinued operations	$	9,959		$	11,528		$	(447	)	$	(3,019	)	$	(90	)	$	(865	)	$	(3,727	)	$	(10,406	)

Operating cash flows of the discontinued operations for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were as follows:

Nine Months Ended
September 30,
2016 2015
Net cash provided from (used for) discontinued operations $ 82,565
$ (119,589 )



	Six Months Ended June 30,
	2017		2016
Net cash provided from (used for) discontinued operations	$	66,907	$	60,995

Note 6—Commitments and Contingencies

Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, involving various matters where we are either the defendant or the plaintiff. Torchmark subsidiaries are also currently the subject of audits regarding the identification, reporting and escheatment of unclaimed property arising from life insurance policies and a limited number of annuity contracts. In each of these matters, based upon information presently available, management does not believe that such litigation or audits will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity.

With respect to current litigation, at this time management believes that the possibility of a material judgment adverse to Torchmark is remote, and no estimate of range can be made for loss contingencies that are at least reasonably possible but not accrued.

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 7—Liability for Unpaid Claims

Activity in the liability for unpaid health claims is summarized as follows:



	Six Months Ended June 30,
	2017			2016
Balance at beginning of period	$	143,128		$	137,120
Incurred related to:
Current year	264,648			258,640
Prior years	(8,364		)	(3,789		)
Total incurred	256,284			254,851
Paid related to:
Current year	164,271			160,740
Prior years	94,676			94,284
Total paid	258,947			255,024
Balance at end of period	$	140,465		$	136,947

Below is the reconciliation of the liability for "Policy claims and other benefits payable" in the Condensed Consolidated Balance Sheets.



	June 30, 2017		December 31, 2016
Policy claims and other benefits payable:
Short-duration contracts	$	21,869	$	26,721
Insurance lines other than short duration—health	118,596		116,407
Insurance lines other than short duration—life	166,919		156,437
Total policy claims and other benefits payable	$	307,384	$	299,565

Short-Duration Contracts

Although Torchmark primarily sells long-duration contracts for both life and health, the Company also has a limited amount of group health products that qualify as short-duration contracts in accordance with the applicable guidance.

The below table illustrates the total incurred but not reported liabilities plus expected development on reported claims for short-duration products over the last five years. Claim frequency is determined by duration and incurred date.



	As of June 30, 2017
Accident Year	Total of incurred-but-not-reported liabilities plus expected development on reported claims
2013	$	—
2014	3
2015	93
2016	2,266
2017	19,507
Total	$	21,869

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands except per share data)

Note ~~6—Income Taxes~~

~~The effective income tax differed from the expected 35% rate as shown below:~~

Three Months Ended September 30,
2016 % 2015 %
Expected income taxes $ 70,511
35.0
$ 69,653
35.0
Increase (reduction) in income taxes resulting from:
Low income housing investments (4,245 ) (2.1 ) (4,792 ) (2.4 )
Share-based awards (6,608 ) (3.3 ) —
—
Other (107 ) —
290
0.1
Income tax expense from continuing operations $ 59,551
29.6
$ 65,151
32.7

Nine Months Ended September 30,
2016
%
2015
%
Expected income taxes $ 208,689

35.0

$ 206,573

35.0
Increase (reduction) in income taxes resulting from:

Low income housing investments (13,902 )
(2.3 )
(14,239 )
(2.4 )
Share-based awards (12,774 ) (2.1 ) —
—
Other (538 )
(0.2 )
712

0.1
Income tax expense from continuing operations $ 181,475
30.4
$ 193,046
32.7

The effective income tax rates for the three and nine months ended September 30, 2016 differed from the effective income tax rates for the same periods ended September 30, 2015 primarily as a result of the Company adopting ASU 2016-09 as of January 1, 2016. As a result of the adoption, the excess tax benefits related to share-based awards are now recorded through income tax expense rather than additional paid-in capital. See ~~Note 2—New Accounting Standards~~ ~~for further discussion.~~

~~Table of Contents~~

~~TORCHMARK CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(Dollar amounts in thousands except per share data)~~

~~Note 7—Debt Transactions~~

~~Issuance of long term debt.~~ On April 5, 2016, Torchmark completed the issuance and sale of $300 million in aggregate principal of Torchmark’s 6.125% Junior Subordinated Debentures due 2056. The debentures were sold pursuant to Torchmark’s shelf registration statement on Form S-3, filed September 25, 2015. The net proceeds from the sale of the debentures were $290 million, after giving effect to the underwriting discount and estimated expenses of the offering of the debentures. Torchmark used the net proceeds from the offering of the debentures to repay the $250 million outstanding principal, plus accrued interest of $8 million, on the 6.375% Senior Notes that were due June 15, 2016. The remaining proceeds will be used for general corporate purposes, including capital or other financing at our insurance subsidiaries, if necessary.

~~Term loan agreement.~~ On May 17, 2016, Torchmark amended its credit facility to include, as a part of the facility, the issuance of a $100 million term loan and to extend the maturity date of the entire credit facility to May 2021. The term loan will be repaid on a redemption schedule which provides for quarterly installments that escalate each annual period with a balloon payment of $75 million due in May 2021. Interest is computed and paid monthly at 125 basis points plus 1 month LIBOR. In accordance with the agreement, Torchmark is subject to certain covenants regarding capitalization. As of September 30, 2016, the Company was in full compliance with these covenants.

~~Note~~ 8—Postretirement Benefit Plans

The following tables present a summary of post-retirement benefit costs by component.

Components of Post-Retirement Benefit Costs


	Three Months Ended September 30,										Three Months Ended June 30,
	Pension Benefits						Other Benefits				Pension Benefits						Other Benefits
	2016			2015			2016		2015		2017			2016			2017		2016
Service cost	$	3,894		$	3,990		$	—	$	—	$	4,484		$	3,894		$	—	$	—
Interest cost	5,430			5,003			212		203		5,551			5,432			250		212
Expected return on assets	(5,782		)	(5,323		)	—		—		(5,898		)	(5,782		)	—		—
Amortization:
Prior service cost	120			81			—		—		119			120			—		—
Actuarial (gain) loss	2,423			3,533			8		30		2,952			2,423			38		8
Direct recognition of expense	—			—			45		166		—			—			116		20
Net periodic benefit cost	$	6,085		$	7,284		$	265	$	399	$	7,208		$	6,087		$	404	$	240

	Nine Months Ended September 30,										Six Months Ended June 30,
	Pension Benefits						Other Benefits				Pension Benefits						Other Benefits
	2016			2015			2016		2015		2017			2016			2017		2016
Service cost	$	11,682		$	11,971		$	—	$	—	$	8,971		$	7,788		$	—	$	—
Interest cost	16,294			15,009			636		610		11,101			10,864			500		424
Expected return on assets	(17,346		)	(15,969		)	—		—		(11,797		)	(11,564		)	—		—
Amortization:
Prior service cost	360			244			—		—		238			240			—		—
Actuarial (gain)/loss	7,270			10,601			24		90		5,903			4,847			77		16
Direct recognition of expense	—			—			99		493		—			—			212		54
Net periodic benefit cost	$	18,260		$	21,856		$	759	$	1,193	$	14,416		$	12,175		$	789	$	494

1918

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands except per share data)

Note 8—Postretirement Benefits (continued)

The following table presents assets at fair value for the defined-benefit pension plans at ~~September~~June 30, ~~2016~~2017 and the prior-year end.

Pension Assets by Component

September 30, 2016 December 31, 2015
Amount % Amount %
Corporate debt $ 171,896
52 $ 146,381
47
Other fixed maturities 276
— 270
—
Equity securities 127,708
39 123,428
40
Short-term investments 4,811
1 15,593
5
Guaranteed annuity contract 17,426
5 17,082
6
Other 8,287
3 4,842
2
Total $ 330,404
100 $ 307,596
100



	June 30, 2017			December 31, 2016
	Amount		%	Amount		%
Corporate bonds	$	158,227	45	$	160,036	49
Exchange traded fund⁽¹⁾	147,357		42	134,771		41
Other bonds	261		—	258		—
Guaranteed annuity contract⁽²⁾	19,254		5	18,997		6
Short-term investments	24,673		7	7,391		2
Other	5,281		1	7,418		2
Total	$	355,053	100	$	328,871	100


(1)	A fund including marketable securities that mirror the S&P 500 index.


(2)	Representing a guaranteed annuity contract issued by Torchmark's subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Pension Plan.

The ~~liability~~following table presents liabilities for the ~~funded~~ defined-benefit pension plans ~~was $416 million~~ at ~~September~~June 30, ~~2016~~2017 and ~~$406 million at December 31, 2015.~~ the prior-year end.

Pension Liability



	June 30, 2017		December 31, 2016
Funded defined benefit pension	$	469,357	$	449,613
SERP⁽¹⁾ (Active)	76,377		74,687
SERP⁽¹⁾ (Closed)	2,845		3,222
Pension Benefit Obligation	$	548,579	$	527,522


(1)	Supplemental executive retirement plan (SERP)

During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company made $12 million in cash contributions to the qualified pension plans. Torchmark expects to make total cash contributions to these plans during ~~2016~~2017 in an amount not to exceed $20 million.

With respect to the Company’s ~~non-qualified supplemental retirement plan,~~active nonqualified noncontributory SERP, life insurance policies on the lives of plan participants have been established with an unaffiliated carrier to ~~fund~~provide for a portion of the Company’s obligations under the plan. These policies ~~and~~along with investments deposited with an unaffiliated trustee were previously placed in a Rabbi Trust to provide for the payment of the plan obligations. At ~~September~~June 30, ~~2016,~~2017, the combined value of the insurance policies and investments in the Rabbi Trust to support plan liabilities were ~~$87~~$91 million, compared with ~~$79~~$86 million at year end ~~2015.~~2016. Since this plan is ~~non-qualified,~~nonqualified and therefore is treated as unfunded, the values of the insurance policies and investments are recorded as Other assets in the Condensed Consolidated Balance Sheets and are not included in the chart of plan assets above. ~~The liability for the non-qualified pension plan was $69 million at September 30, 2016 and $67 million at December 31, 2015.~~

~~Note 9—Earnings Per Share~~

~~A reconciliation of basic and diluted weighted-average shares outstanding is as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
Basic weighted average shares outstanding 119,480,642
124,457,996
120,476,813
125,788,925
Weighted average dilutive options outstanding 2,430,121
1,682,313
2,209,739
1,614,164
Diluted weighted average shares outstanding 121,910,763
126,140,309
122,686,552
127,403,089
Antidilutive shares —
—
—
—

~~As discussed earlier in~~ ~~Note 2—New Accounting Standards~~, the Company adopted ASU 2016-09 on January 1, 2016. The adoption resulted in an adjustment to the weighted average diluted shares outstanding to exclude excess tax benefits from the assumed proceeds in the diluted shares calculation.

2019

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 9—Earnings Per Share

A reconciliation of basic and diluted weighted-average shares outstanding is as follows:



	Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016
Basic weighted average shares outstanding	116,646,669	120,479,938	117,205,467	120,980,372
Weighted average dilutive options outstanding	2,449,882	2,267,910	2,554,158	2,055,407
Diluted weighted average shares outstanding	119,096,551	122,747,848	119,759,625	123,035,779
Antidilutive shares	1,444,280	—	1,037,328	18,158

Note 10—Business Segments

Torchmark's reportable segments are based on the insurance product lines it markets and administers: life insurance, health insurance, and annuities. These major product lines are set out as reportable segments because of the common characteristics of products within these categories, comparability of margins, and the similarity in regulatory environment and management techniques. Torchmark's chief operating decision makers evaluate the overall performance of the operations of the Company in accordance with these segments.

Annuity revenue is classified as “Other premium.” Management’s measure of profitability for each insurance segment is insurance underwriting margin, which is underwriting income before other income and insurance administrative expenses. It represents the profit margin on insurance products before administrative expenses, and is calculated by deducting net policy obligations (claims incurred and change in reserves), commissions and other acquisition expenses from premium revenue. Torchmark further views the profitability of each insurance product segment by the marketing groups that distribute the products of that segment: direct response, independent agencies, or captive agencies.

Torchmark’s management prefers to evaluate the performance of its underwriting and investment activities separately, rather than allocating investment income to the underwriting results. As such, the investment function is presented as a stand-alone segment. The investment segment includes the management of the investment portfolio, debt, and cash flow. Management’s measure of profitability for this segment is excess investment income, which is the income earned on the investment portfolio less the required interest on net policy liabilities and financing costs. Financing costs include the interest on Torchmark’s debt. Other income and insurance administrative expense are classified in a separate Other segment.

The majority of the Company’s required interest on net policy liabilities (benefit reserves less the deferred acquisition cost asset) is not credited to policyholder accounts. Instead, it is an actuarial assumption for discounting cash flows in the computation of benefit reserves and the amortization of the deferred acquisition cost asset. Investment income required to fund the required interest on net policy liabilities is removed from the investment segment and applied to the insurance segments to eliminate the effect of the required interest from the insurance segments. As a result, the investment segment measures net investment income against the required interest on net policy liabilities and financing costs, while the insurance segments simply measure premiums against benefits and expenses. ~~We believe~~Management believes this presentation facilitates a more meaningful analysis of the Company’s underwriting and investment performance as the underwriting results are based on premiums, claims, and expenses and are not affected by unanticipated fluctuations in investment yields.

As noted, Torchmark’s “core operations” are insurance and investment management. The insurance segments issue policies for which premiums are collected for the eventual payment of policy benefits. In addition to policy benefits, operating expenses are incurred including acquisition costs, administrative expenses, and taxes. Because life and health contracts can be long term, premium receipts in excess of current expenses are invested. Investment activities, conducted by the investment segment, focus on seeking quality investments with a yield and term appropriate to support the insurance product obligations. These investments generally consist of fixed maturities, and, over the long

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

term, the expected yields are taken into account when setting insurance premium rates and product profitability expectations. As a result, fixed maturities are generally held for long periods to support the liabilities, and Torchmark generally expects to hold investments until maturity. ~~Dispositions~~However, dispositions of investments occur from time to time, generally for reasons such as credit concerns, calls by issuers, or other factors.

Dispositions are sometimes required in order to maintain the Company’s investment policies and objectives. Investments are also occasionally written down as a result of other-than-temporary impairment, as discussed in ~~Note 4—Investments~~.Since Torchmark does not actively trade ~~investments. As a result,~~investments, realized gains and losses from the disposition and write down of investments are generally incidental to operations and are not considered a material factor in insurance pricing or product profitability. While from time to time these realized gains and losses could be significant to net income in the period in which they occur, they generally have a limited effect on the yield of the total investment portfolio. Further, because the proceeds of the disposals are reinvested in the portfolio, the disposals have little effect on the size of the portfolio and the income from the reinvestments is included in net investment income. Therefore, management removes realized investment gains and losses from results of core operations when evaluating

~~Table of Contents~~

~~TORCHMARK CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(Dollar amounts in thousands except per share data)~~

~~Note 10—Business Segments (continued)~~

the performance of the Company. For this reason, these gains and losses are excluded from Torchmark’s operating segments.

Torchmark accounts for its stock options and restricted stock under current accounting guidance requiring stock options and stock grants to be expensed based on fair value at the time of grant. Management considers stock compensation expense to be an expense of the Parent Company. Therefore, stock compensation expense is treated as a corporate expense in Torchmark’s segment analysis.

The following tables set forth a reconciliation of Torchmark’s revenues and operations by segment to its pretax income and each significant line item in its Condensed Consolidated Statements of Operations.

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

Reconciliation of Segment Operating Information to the Condensed Consolidated Statement of Operations


	Three Months Ended September 30, 2016																						Three Months Ended June 30, 2017
	Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated			Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated
Revenue:
Premium	$	546,415		$	236,987		$	9												$	783,411		$	573,836		$	242,775		$	3												$	816,614
Net investment income										$	202,720									202,720												$	212,776									212,776
Other income													$	199		$	(39	)	(2)	160															$	427		$	(34	)	(2)	393
Total revenue	546,415			236,987			9			202,720			199			(39		)		986,291			573,836			242,775			3			212,776			427			(34		)		1,029,783
Expenses:
Policy benefits	369,546			153,351			9,255													532,152			388,765			156,579			8,977									2,094			(3)	556,415
Required interest on reserves	(145,295		)	(18,476		)	(12,761		)	176,532										—			(150,652		)	(19,267		)	(12,394		)	182,313										—
Required interest on DAC	44,950			5,789			192			(50,931		)								—			46,213			5,840			174			(52,227		)								—
Amortization of acquisition costs	93,496			22,643			682													116,821			98,473			23,016			632													122,121
Commissions, premium taxes, and non-deferred acquisition costs	40,577			20,604			11									(39		)	(2)	61,153			43,708			21,351			7									(34		)	(2)	65,032
Insurance administrative expense ⁽¹⁾													49,248			257				49,505															51,412							51,412
Parent expense													1,955							1,955															2,665							2,665
Stock compensation expense													6,345							6,345															8,351							8,351
Interest expense										20,381										20,381												21,156										21,156
Total expenses	403,274			183,911			(2,621		)	145,982			57,548			218				788,312			426,507			187,519			(2,604		)	151,242			62,428			2,060				827,152
Subtotal	143,141			53,076			2,630			56,738			(57,349		)	(257		)		197,979			147,329			55,256			2,607			61,534			(62,001		)	(2,094		)		202,631
Non-operating items																257				257																		2,094			(3)	2,094
Measure of segment profitability (pretax)	$	143,141		$	53,076		$	2,630		$	56,738		$	(57,349	)	$	—			198,236			$	147,329		$	55,256		$	2,607		$	61,534		$	(62,001	)	$	—			204,725
Deduct applicable income taxes	Deduct applicable income taxes																			(58,422		)	Deduct applicable income taxes																			(62,543		)
Segment profits after tax	Segment profits after tax																			139,814			Segment profits after tax																			142,182
Add back income taxes applicable to segment profitability	Add back income taxes applicable to segment profitability																			58,422			Add back income taxes applicable to segment profitability																			62,543
Add (deduct) realized investment gains (losses)	Add (deduct) realized investment gains (losses)																			3,482			Add (deduct) realized investment gains (losses)																			(705		)
Add (deduct) non-operating fees																				(257		)
Add (deduct) administrative settlements ⁽³⁾																							Add (deduct) administrative settlements ⁽³⁾																			(2,094		)
Pretax income from continuing operations per Condensed Consolidated Statements of Operations	Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	201,461		Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	201,926

(1) Administrative expense is not allocated to insurance segments.

(2) Elimination of intersegment commission.

(3) Administrative settlements.

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)


	Three Months Ended September 30, 2015 ⁽³⁾																						Three Months Ended June 30, 2016
	Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated			Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated
Revenue:
Premium	$	518,929		$	229,139		$	41												$	748,109		$	548,590		$	237,252		$	13												$	785,855
Net investment income										$	193,213									193,213												$	201,642									201,642
Other income													$	737		$	(45	)	(2)	692															$	422		$	(40	)	(2)	382
Total revenue	518,929			229,139			41			193,213			737			(45		)		942,014			548,590			237,252			13			201,642			422			(40		)		987,879
Expenses:
Policy benefits	342,196			149,312			9,648													501,156			369,342			153,261			8,882													531,485
Required interest on reserves	(138,649		)	(17,416		)	(13,328		)	169,393										—			(143,625		)	(18,251		)	(12,506		)	174,382										—
Required interest on DAC	43,354			5,700			278			(49,332		)								—			44,476			5,766			205			(50,447		)								—
Amortization of acquisition costs	88,376			20,934			2,333													111,643			93,663			22,102			1,480													117,245
Commissions, premium taxes, and non-deferred acquisition costs	39,552			20,402			9									(45		)	(2)	59,918			41,130			21,753			11									(40		)	(2)	62,854
Insurance administrative expense⁽¹⁾													47,169							47,169															48,413							48,413
Parent expense													2,177							2,177															2,379							2,379
Stock compensation expense													6,836							6,836															7,054							7,054
Interest expense										19,246										19,246												23,110										23,110
Total expenses	374,829			178,932			(1,060		)	139,307			56,182			(45		)		748,145			404,986			184,631			(1,928		)	147,045			57,846			(40		)		792,540
Subtotal	144,100			50,207			1,101			53,906			(55,445		)	—				193,869			143,604			52,621			1,941			54,597			(57,424		)	—				195,339
Non-operating items																—				—																		—				—
Measure of segment profitability (pretax)	$	144,100		$	50,207		$	1,101		$	53,906		$	(55,445	)	$	—			193,869			$	143,604		$	52,621		$	1,941		$	54,597		$	(57,424	)	$	—			195,339
Deduct applicable income taxes	Deduct applicable income taxes																			(63,352		)	Deduct applicable income taxes																			(58,649		)
Segment profits after tax	Segment profits after tax																			130,517			Segment profits after tax																			136,690
Add back income taxes applicable to segment profitability	Add back income taxes applicable to segment profitability																			63,352			Add back income taxes applicable to segment profitability																			58,649
Add (deduct) realized investment gains (losses)	Add (deduct) realized investment gains (losses)																			5,140			Add (deduct) realized investment gains (losses)																			4,005
Pretax income from continuing operations per Condensed Consolidated Statements of Operations	Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	199,009		Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	199,344

(1) Administrative expense is not allocated to insurance segments.

(2) Elimination of intersegment commission.

~~(3) Certain prior year balances were adjusted to give effect to discontinued operations as described in~~ ~~Note 5—Discontinued Operations~~.

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)


	Nine Months Ended September 30, 2016																						Six Months Ended June 30, 2017
	Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated			Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated
Revenue:
Premium	$	1,639,156		$	709,936		$	34												$	2,349,126		$	1,149,673		$	487,566		$	6												$	1,637,245
Net investment income										$	601,415									601,415												$	421,058									421,058
Other income													$	1,086		$	(123	)	(2)	963															$	878		$	(69	)	(2)	809
Total revenue	1,639,156			709,936			34			601,415			1,086			(123		)		2,951,504			1,149,673			487,566			6			421,058			878			(69		)		2,059,112
Expenses:
Policy benefits	1,101,748			459,387			27,475													1,588,610			779,844			314,330			17,923									2,094			(3)	1,114,191
Required interest on reserves	(430,931		)	(54,803		)	(38,359		)	524,093										—			(299,477		)	(38,242		)	(24,812		)	362,531										—
Required interest on DAC	133,628			17,297			621			(151,546		)								—			92,149			11,649			352			(104,150		)								—
Amortization of acquisition costs	281,698			67,110			4,064													352,872			198,378			48,343			1,308													248,029
Commissions, premium taxes, and non-deferred acquisition costs	121,968			63,733			31									(123		)	(2)	185,609			87,346			42,853			18									(69		)	(2)	130,148
Insurance administrative expense ⁽¹⁾													146,129			257				146,386															103,325							103,325
Parent expense													6,360							6,360															4,898							4,898
Stock compensation expense													20,334							20,334															16,546							16,546
Interest expense										62,860										62,860												41,855										41,855
Total expenses	1,208,111			552,724			(6,168		)	435,407			172,823			134				2,363,031			858,240			378,933			(5,211		)	300,236			124,769			2,025				1,658,992
Subtotal	431,045			157,212			6,202			166,008			(171,737		)	(257		)		588,473			291,433			108,633			5,217			120,822			(123,891		)	(2,094		)		400,120
Non-operating items																257				257																		2,094			(3)	2,094
Measure of segment profitability (pretax)	$	431,045		$	157,212		$	6,202		$	166,008		$	(171,737	)	$	—			588,730			$	291,433		$	108,633		$	5,217		$	120,822		$	(123,891	)	$	—			402,214
Deduct applicable income taxes	Deduct applicable income taxes																			(178,842		)	Deduct applicable income taxes																			(121,361		)
Segment profits after tax	Segment profits after tax																			409,888			Segment profits after tax																			280,853
Add back income taxes applicable to segment profitability	Add back income taxes applicable to segment profitability																			178,842			Add back income taxes applicable to segment profitability																			121,361
Add (deduct) realized investment gains (losses)	Add (deduct) realized investment gains (losses)																			7,780			Add (deduct) realized investment gains (losses)																			(6,453		)
Add (deduct) non-operating fees																				(257		)
Add (deduct) administrative settlements ⁽³⁾																							Add (deduct) administrative settlements ⁽³⁾																			(2,094		)
Pretax income from continuing operations per Condensed Consolidated Statements of Operations	Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	596,253		Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	393,667

(1) Administrative expense is not allocated to insurance segments.

(2) Elimination of intersegment commission.

(3) Administrative settlements.

Table of Contents

TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)


	Nine Months Ended September 30, 2015 ⁽³⁾																						Six Months Ended June 30, 2016
	Life			Health			Annuity			Investment			Other & Corporate			Adjustments				Consolidated			Life			Health			Annuity				Investment			Other & Corporate			Adjustments				Consolidated
Revenue:
Premium	$	1,552,309		$	690,221		$	119												$	2,242,649		$	1,092,741		$	472,949		$	25													$	1,565,715
Net investment income										$	579,632									579,632													$	398,695									398,695
Other income													$	2,201		$	(149	)	(2)	2,052																$	887		$	(84	)	(2)	803
Total revenue	1,552,309			690,221			119			579,632			2,201			(149		)		2,824,333			1,092,741			472,949			25				398,695			887			(84		)		1,965,213
Expenses:
Policy benefits	1,029,261			448,539			29,447													1,507,247			732,202			306,036			18,220														1,056,458
Required interest on reserves	(412,264		)	(51,450		)	(40,084		)	503,798										—			(285,636		)	(36,327		)	(25,598		)		347,561										—
Required interest on DAC	129,339			17,058			885			(147,282		)								—			88,678			11,508			429			��	(100,615		)								—
Amortization of acquisition costs	265,641			61,858			6,542													334,041			188,202			44,467			3,382														236,051
Commissions, premium taxes, and non-deferred acquisition costs	115,452			60,820			32									(149		)	(2)	176,155			81,391			43,129			20										(84		)	(2)	124,456
Insurance administrative expense⁽¹⁾													138,594							138,594																96,881							96,881
Parent expense													6,662							6,662																4,405							4,405
Stock compensation expense													21,877							21,877																13,989							13,989
Interest expense										57,420										57,420													42,479										42,479
Total expenses	1,127,429			536,825			(3,178		)	413,936			167,133			(149		)		2,241,996			804,837			368,813			(3,547		)		289,425			115,275			(84		)		1,574,719
Subtotal	424,880			153,396			3,297			165,696			(164,932		)	—				582,337			287,904			104,136			3,572				109,270			(114,388		)	—				390,494
Non-operating items																—				—																			—				—
Measure of segment profitability (pretax)	$	424,880		$	153,396		$	3,297		$	165,696		$	(164,932	)	$	—			582,337			$	287,904		$	104,136		$	3,572			$	109,270		$	(114,388	)	$	—			390,494
Deduct applicable income taxes	Deduct applicable income taxes																			(190,291		)	Deduct applicable income taxes																				(120,420		)
Segment profits after tax	Segment profits after tax																			392,046			Segment profits after tax																				270,074
Add back income taxes applicable to segment profitability	Add back income taxes applicable to segment profitability																			190,291			Add back income taxes applicable to segment profitability																				120,420
Add (deduct) realized investment gains (losses)	Add (deduct) realized investment gains (losses)																			7,872			Add (deduct) realized investment gains (losses)																				4,298
Pretax income from continuing operations per Condensed Consolidated Statements of Operations	Pretax income from continuing operations per Condensed Consolidated Statements of Operations																			$	590,209		Pretax income from continuing operations per Condensed Consolidated Statements of Operations																				$	394,792

(1) Administrative expense is not allocated to insurance segments.

(2) Elimination of intersegment commission.

~~(3) Certain prior year balances were adjusted to give effect to discontinued operations as described in~~ ~~Note 5—Discontinued Operations~~.

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TORCHMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

The following table summarizes the measures of segment profitability for comparison. It also reconciles segment profits to net income.

Analysis of Profitability by Segment


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Life insurance underwriting margin	$	143,141		$	144,100		$	431,045		$	424,880		$	147,329		$	143,604		$	291,433		$	287,904
Health insurance underwriting margin	53,076			50,207			157,212			153,396			55,256			52,621			108,633			104,136
Annuity underwriting margin	2,630			1,101			6,202			3,297			2,607			1,941			5,217			3,572
Excess investment income	56,738			53,906			166,008			165,696			61,534			54,597			120,822			109,270
Other and corporate:
Other insurance:
Other income	199			737			1,086			2,201			427			422			878			887
Administrative expense	(49,248		)	(47,169		)	(146,129		)	(138,594		)	(51,412		)	(48,413		)	(103,325		)	(96,881		)
Corporate and adjustments	(8,300		)	(9,013		)	(26,694		)	(28,539		)	(11,016		)	(9,433		)	(21,444		)	(18,394		)
Pre-tax total	198,236			193,869			588,730			582,337
Segment profits before tax													204,725			195,339			402,214			390,494
Applicable taxes	(58,422		)	(63,352		)	(178,842		)	(190,291		)	(62,543		)	(58,649		)	(121,361		)	(120,420		)
After-tax total, from continuing operations	139,814			130,517			409,888			392,046
Segment profits after tax													142,182			136,690			280,853			270,074
Discontinued operations (after tax)⁽¹⁾	9,959			11,528			(447		)	(3,019		)	(90		)	(865		)	(3,727		)	(10,406		)
After-tax total, after discontinued operations	149,773			142,045			409,441			389,027
Net operating income													142,092			135,825			277,126			259,668
Reconciling items, net of tax:
Realized gains (losses)	2,263			3,341			5,057			5,117
Non-operating fees	(167		)	—			(167		)	—
Realized gains (losses)—investments (after tax)													(458		)	2,604			(1,951		)	2,794
Administrative settlements (after tax)													(1,361		)	—			(1,361		)	—
Net income	$	151,869		$	145,386		$	414,331		$	394,144		$	140,273		$	138,429		$	273,814		$	262,462

~~(1) Income (loss) from discontinued operations (after tax) is included for purpose~~

Table of ~~reconciling to net income.~~Contents

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

Results of Operations

Summary of Operations. Torchmark’s operations are segmented into its insurance underwriting and investment operations as described in Note 10—Business Segmentsin the Notes to the Condensed Consolidated Financial Statements. The measures of profitability ~~described in~~ ~~Note 10—Business Segments~~ are useful in evaluating the performance of the segments and the marketing groups within each insurance segment because each of our distribution channels operates in a niche market. Insurance underwriting margin consists of premium less policy obligations, commissions and other acquisition expenses. These measures enable management to view period-to-period trends, and to make informed decisions regarding future courses of action.

The tables in Note ~~10—Business Segments~~10 demonstrate how the measures of profitability are determined. Those tables also reconcile our revenues and expenses by segment to major income statement line items for the three month and ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016. Additionally, a table in that note, Analysis of Profitability by Segment, provides a summary of the profitability measures that demonstrates year-to-year comparability and reconciles those measures to our net income. That summary represents our overall operations in the manner that management views the business, and is a basis of the following highlights discussion.

~~A discussion of operations by each segment follows later in this report. These discussions compare the first nine months of 2016 with the same period of 2015, unless otherwise noted~~. ~~The following discussions are presented in the manner we view our operations, as described in~~ ~~Note 10—Business Segments~~.

~~Highlights, comparing the first nine months of 2016 with the first nine months of 2015.~~ ~~Net income per diluted common share increased9% to $3.38 from $3.09. The increase is primarily attributed to the adoption of ASU 2016-09 as described in~~ ~~Note 2—New Accounting Standards. Included in net income were after-tax realized gains of $5 million in both 2016and2015. Realized gains and losses are presented more fully under the caption~~ ~~Realized Gains and Losses~~ ~~in this report.~~

We use three statistical measures as indicators of future premium growth: “annualized premium in force", "net sales", and “first-year collected premium.” Annualized premium in force is defined as the premium income that would be received over the following twelve months at any given date on all active policies if those policies remain in force throughout the twelve month period. Annualized premium in force is an indicator of potential growth in premium revenue. Annualized premium issued is the gross premium that would be received during the policies’ first year in force, assuming that none of the policies lapsed or terminated. Net sales is defined as annualized premium issued, net of cancellations in the first thirty days after issue, except for Globe Life Direct Response, where net sales is annualized premium issued at the time the first full premium is paid after any introductory offer has expired. ~~Annualized premium issued is the gross premium that would be received during the policies’ first year in force, assuming that none of the policies lapsed or terminated.~~ Although lapses and terminations will occur, we believe that net sales is a useful indicator of the rate of acceleration of premium growth. First-year collected premium is the premium collected during the reporting period for all policies in their first policy year. First-year collected premium takes lapses into account in the first policy year when lapses are more likely to occur, and thus is a useful indicator of how much new premium is expected to be added to premium income in the future.

A discussion of operations by each segment follows later in this report. These discussions compare the first six months of 2017 with the same period of 2016, unless otherwise noted. The following discussions are presented in the manner we view our operations, as described in Note 10.

Highlights, comparing the first six months of 2017 with the first six months of 2016. Net income per diluted common share increased8% to $2.29 from $2.13. Included in net income were after-tax realized losses of $2.0 million in 2017compared with gains of $2.8 million for the same period in2016. Realized gains and losses are presented more fully under the caption Realized Gains and Losses in this report. Net operating income from continuing operations is the consolidated total of segment profits after tax and as such is considered a non-GAAP measure. Net operating income from continuing operations increased 4% or $10.8 million to $281 million for the six months ended June 30, 2017 compared with $270 million for the same 2016 period.

Total premium income rose 5% in ~~2016~~2017 to ~~$2.3~~$1.6 billion. Total net sales increased ~~slightly~~2% to ~~$411~~$284 million, when compared with the same period in ~~2015.~~2016. First-year collected premium was ~~$340~~$225 million for the ~~2016~~2017 period, compared with ~~$342~~$227 million for the ~~2015~~2016 period.

Life insurance premium income grew 6%5% to ~~$1.6~~$1.1 billion. Life net sales were flat ~~at $313 million~~ when compared with the same period in ~~2015.~~2016. First-year collected life premium grew 5%1% during the first ~~nine~~six months of ~~2016~~2017 to ~~$236~~$160 million over the same period in ~~2015.~~2016. Life underwriting margin as a percentage of premium was down to ~~26%~~25% from ~~27%~~26% as a result of higher ~~than expected~~ Globe Life Direct Response policy obligations. Underwriting income increased 1% to ~~$431~~$291 million ~~for the first nine months of 2016,~~when compared with ~~$425 million for~~ the same period in ~~2015.~~2016.

Health insurance premium income increased 3% to ~~$710~~$488 million over the prior year total of ~~$690~~$473 million. Health net sales rose 1%8% to ~~$98~~$70 million for the ~~nine~~six month period. First-year collected health premium fell ~~11%~~4% to ~~$104~~$66 million, .~~as a result of a high level of group sales in the third and fourth quarters of 2014 that positively affected the 2015 first-year collected premium.~~ Health margins were flat at 22%~~, with underwriting~~. Underwriting income ~~of $157~~increased 4% to $109 million for the first ~~nine~~six months of ~~2016.~~2017.

Insurance administrative expenses were up ~~5.4%~~6.7% in ~~2016~~2017 when compared with the prior year ~~period, but remained flat~~period. These expenses were 6.3% as a percentage of premium atduring the first six months of 2017 compared with 6.2%. a year earlier. The

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increase in administrative expenses iswas primarily due to an increase in other employee costs and investments in

information ~~technology that will enhance our customer experience, improve our data analytic capabilities, improve our agility for future changes and bolster our information security programs.~~technology.

Excess investment income is defined as net investment income less the required interest on net policy liabilities and the interest cost associated with capital funding or “financing costs”. Excess investment income per diluted common share is an important measure to ~~management; refer~~management. Refer to the Excess Investment Income section of this report for further details. Excess investment income per common share increased 4%13% in ~~2016~~2017 to ~~$1.35~~$1.01 from ~~$1.30,~~$0.89 in the same period last year, while the dollar amount of excess investment income ~~was flat at $166~~increased 11% to $121 million. ~~The increase in per share excess investment income resulted from share purchases over the period, as discussed later in this report.~~ Net investment income rose $22 million or 4%6% to ~~$601~~$421 million in ~~2016,~~2017, below the 5%7% growth in our average investment portfolio at amortized cost. The average effective yield earned on the fixed maturity portfolio, which represented 96% of our investments at amortized cost, decreased to ~~5.80%~~5.70% in the ~~2016~~2017 period from ~~5.84%~~5.81% in the prior period. Required interest rose 4%5% or ~~$16~~$11 million to ~~$373~~$258 million, in line with the growth in average net policy liabilities. Financing costs ~~increased~~decreased 9%1% to $6342 million. Please refer to the discussion under Capital Resources for more information on debt and interest expense.

In the first ~~nine~~six months of ~~2016,~~2017, we invested new money in ~~our~~ fixed maturity ~~portfolio~~securities at an effective annual yield of ~~4.73%~~4.91%, compared with ~~4.71%~~4.87% in the same period of ~~2015. New~~2016. These new investments ~~were made with~~had an average rating of BBB+ and an average life to maturity of ~~twenty-five~~twenty-two years. Approximately 95% of the fixed-maturity portfolio at amortized cost was investment grade at ~~September~~June 30, ~~2016.~~2017. Cash and short-term investments were ~~$171~~$192 million at that date, compared with ~~$116~~$148 million at December 31, ~~2015.~~2016.

The net unrealized gain position in our fixed maturity portfolio grew from ~~$506 million~~$1.1 billion at December 31, ~~2015~~2016 to ~~$1.9~~$1.7 billion during the first ~~nine~~six months of ~~2016,~~2017 due primarily ~~due~~ to ~~a decrease~~changes in Treasury rates during 2016. The fixed maturity portfolio contains no commercial mortgage-backed securities. We have no direct investments in residential mortgages, nor are we a party to any derivative contracts, including credit default swaps ormarket interest ~~rate swaps. We do not participate in securities lending and we have no off-balance sheet investments.~~rates.

Share Repurchases.We have an on-going share repurchase program which began in 1986 which is reviewed quarterly and is reaffirmed by the Board of Directors on an annual basis. The program was reaffirmed on August ~~4, 2016.~~7, 2017. With no specified authorization amount, we determine the amount of repurchases based on the amount of our excess cash flow, general market conditions, and other alternative uses. These purchases are made at the Parent Company with excess cash flow. Excess cash flow is primarily made up of cash received from the insurance subsidiaries less dividends paid to shareholders and interest ~~paid.~~paid on our debt. See further discussion in the Capital Resources section below. Share purchases are also made with the proceeds from option exercises by current and former employees in order to reduce dilution. The following chart summarizes share purchases for the ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

Analysis of Share Purchases

(Amounts in thousands, except per share ~~amounts)~~data)


	Nine Months Ended September 30,										Six Months Ended June 30,
	2016					2015					2017					2016
	Shares	Amount		Average Price		Shares	Amount		Average Price		Shares	Amount		Average Price		Shares	Amount		Average Price
Purchases with:
Excess cash flow	4,170	$	240,108	$	57.58	4,878	$	275,598	$	56.50
Excess cash flow at the Parent Company											2,147	$	163,216	$	76.03	2,940	$	163,079	$	55.46
Option exercise proceeds	1,180	71,248		60.38		957	54,468		56.94		528	40,540		76.78		685	39,896		58.27
Total	5,350	$	311,356	$	58.20	5,835	$	330,066	$	56.57	2,675	$	203,756	$	76.18	3,625	$	202,975	$	55.99

Throughout the remainder of this discussion, share purchases will only refer to those made from excess cash flow.

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A detailed discussion of our operations by component segment follows.

Life insurance, comparing the first ~~nine~~six months of ~~2016~~2017 with the first ~~nine~~six months of ~~2015~~2016. Life insurance is our predominant segment, representing 70% of premium income and ~~73%~~72% of insurance underwriting margin in the first ~~nine~~six months of ~~2016.~~2017. In addition, investments supporting the reserves for life business generate the majority of excess investment income attributable to the investment segment. Life insurance premium income increased 6%5% to ~~$1.6~~$1.1 billion. The following table presents Torchmark’s life insurance premium by distribution channel.

Life Insurance

Premium

(Dollar amounts in thousands)


	Nine Months Ended September 30,						Increase					Six Months Ended June 30,						Increase
	2016			2015			(Decrease)					2017			2016			(Decrease)
	Amount		% of Total	Amount		% of Total	Amount			%		Amount		% of Total	Amount		% of Total	Amount			%
American Income Exclusive Agency	$	677,702	41	$	618,378	40	$	59,324		10		$	488,469	42	$	446,643	41	$	41,826		9
Globe Life Direct Response	591,084		36	561,718		36	29,366			5		413,782		36	398,608		37	15,174			4
Liberty National Exclusive Agency	203,040		13	203,915		13	(875		)	—		137,076		12	135,600		12	1,476			1
Other Agencies	167,330		10	168,298		11	(968		)	(1	)	110,346		10	111,890		10	(1,544		)	(1	)
Total Life Premium	$	1,639,156	100	$	1,552,309	100	$	86,847		6		$	1,149,673	100	$	1,092,741	100	$	56,932		5

Net sales, an indicator of new business production, were flat ~~at $313 million.~~when compared with the same period in 2016. An analysis of life net sales by distribution channel is presented below.


Life Insurance Net Sales (Dollar amounts in thousands)	Life Insurance Net Sales (Dollar amounts in thousands)											Life Insurance Net Sales (Dollar amounts in thousands)
	Nine Months Ended September 30,						Increase					Six Months Ended June 30,						Increase
	2016			2015			(Decrease)					2017			2016			(Decrease)
	Amount		% of Total	Amount		% of Total	Amount			%		Amount		% of Total	Amount		% of Total	Amount			%
American Income Exclusive Agency	$	157,949	50	$	147,781	47	$	10,168		7		$	110,151	52	$	105,601	50	$	4,550		4
Globe Life Direct Response	116,224		37	127,641		41	(11,417		)	(9	)	75,725		35	81,611		38	(5,886		)	(7	)
Liberty National Exclusive Agency	29,856		10	26,827		9	3,029			11		22,713		11	19,872		9	2,841			14
Other Agencies	9,063		3	10,285		3	(1,222		)	(12	)	5,149		2	6,415		3	(1,266		)	(20	)
Total Life Net Sales	$	313,092	100	$	312,534	100	$	558		—		$	213,738	100	$	213,499	100	$	239		—

First-year collected life premium, defined earlier in this report, was ~~$236~~$160 million in the ~~2016~~2017 period, rising 5%1% over the same period in ~~2015.~~2016. First-year collected life premium by distribution channel is presented in the table below.


Life Insurance First-Year Collected Premium (Dollar amounts in thousands)	Life Insurance First-Year Collected Premium (Dollar amounts in thousands)											Life Insurance First-Year Collected Premium (Dollar amounts in thousands)
	Nine Months Ended September 30,						Increase					Six Months Ended June 30,						Increase
	2016			2015			(Decrease)					2017			2016			(Decrease)
	Amount		% of Total	Amount		% of Total	Amount			%		Amount		% of Total	Amount		% of Total	Amount			%
American Income Exclusive Agency	$	129,878	55	$	115,642	51	$	14,236		12		$	89,723	56	$	85,866	54	$	3,857		4
Globe Life Direct Response	75,784		32	80,540		36	(4,756		)	(6	)	48,838		31	52,345		33	(3,507		)	(7	)
Liberty National Exclusive Agency	21,707		9	20,613		9	1,094			5		16,163		10	14,350		9	1,813			13
Other Agencies	8,801		4	8,973		4	(172		)	(2	)	5,016		3	5,956		4	(940		)	(16	)
Total	$	236,170	100	$	225,768	100	$	10,402		5		$	159,740	100	$	158,517	100	$	1,223		1

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The American Income Exclusive Agency has historically marketed primarily to members of labor unions. While labor unions are still the core market for this agency, American Income has diversified in recent years by focusing heavily on referrals and other affinity groups ~~and referrals~~ to help ensure sustainable growth. ~~The life business of this~~This agency ~~is Torchmark’s highest margin life business and it~~ is the largest contributor to life premium and underwriting margin of any distribution ~~channel at 41% of Torchmark’s total.~~channel. This group produced premium income of ~~$678~~$488 million, an increase of ~~10%~~9%. First-year collected premium was ~~$130~~$90 million, an increase of ~~12%~~4%. Net sales rose 7%4% to ~~$158~~$110 million. Sales growth in our ~~captive~~exclusive agencies is generally dependent on growth in the size of the agency force. The American Income Exclusive Agency's average agent count increased 1%7% to ~~6,603~~6,861 for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared with ~~6,508~~6,403 for the same period in ~~2015. The~~2016. As is the case with all Torchmark agencies, the average agent count is based on the actual count at the end of each week during the period. ~~Sales increased at a greater rate than agent count due to increased agent productivity.~~ The American Income Exclusive Agency has been focusing on growing and strengthening ~~agents who train and recruit in order~~middle management to support sustainable growth of the agency force. To accomplish this, ~~they have~~the agency has placed an increased emphasis on agent training programs and financial incentives that appropriately reward agents at all levels for helping develop and train ~~personnel. The agency continues to provide~~its agents, including more home-office and webinar training programs. These programs are designed to provide each agent, from new recruits to top level ~~agents,~~managers, coaching and instruction specifically designed for ~~each individual’s~~their level of experience and responsibility. We are also making considerable investments in information technology in support of the agency, which are expected to enhance overall productivity of agents and improve agent retention.

The Globe Life Direct Response Unit offers adult and juvenile life insurance through a variety of direct-to-consumer marketing approaches, which include direct mailings, insert media, and electronic media. These different approaches support and complement one another in the unit’s efforts to reach the consumer. The Globe Life Direct Response channel’s growth over the years has been fueled by constant innovation. In recent years, electronic media production has grown rapidly as management has aggressively increased marketing activities related to internet and mobile technology, and has focused on driving traffic to ~~the~~an inbound call center. We continually introduce new initiatives in this unit in an attempt to increase response rates.

While the juvenile market is an important source of sales, it also is a vehicle to reach the parents and grandparents of juvenile policyholders, who are more likely to respond favorably to a Globe Life Direct Response solicitation for life coverage on themselves than is the general adult population. Also, both juvenile policyholders and their parents are low acquisition-cost targets for sales of additional coverage over time.

Globe Life Direct Response’s life premium income rose 5%4% to ~~$591~~$414 million, representing 36% of Torchmark’s total life premium in the first ~~nine~~six months of ~~2016.~~2017. Net sales of ~~$116~~$76 million for this group decreased 9%7%. First-year collected premium decreased 7% to $49 million. This unit has experienced declining underwriting margins in recent periods primarily due to higher mortality experience for certain issue years than was originally expected when the policies were issued, resulting in higher policy obligations. As previously noted, we are refining our marketing efforts in order to improve our underwriting profit. The sales ~~decline was~~and first-year collected premium declines were expected as we have ~~shifted~~refined our marketing efforts ~~away from certain segments that no longer meet our profit objectives. First-year collected premium decreased 6%~~in a manner intended to ~~$76 million.~~optimize underwriting profits.

The Liberty National Exclusive Agency markets individual and group life insurance to middle-income customers. Life premium income for this agency was ~~$203~~$137 million in the first ~~nine~~six months of ~~2016~~2017 compared with ~~$204~~$136 million for the same period in ~~2015.~~2016. First-year collected premium increased 5%13% to ~~$22~~$16 million.

Net sales for the Liberty National Agency increased ~~11%~~14% to ~~$30~~$23 million. ~~This is~~The increases in first-year collected premium and net sales are the largest percentage ~~increase~~increases of any of Torchmark's ~~distributions~~life distribution channels.

The Liberty National average agent count increased ~~10%~~17% to ~~1,693~~1,912 for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared with ~~1,533~~1,641 for the same period in ~~2015.~~2016. We continue to execute our long term plan to grow this agency through expansion from small town markets in the southeast to more densely populated areas with larger pools of potential agent recruits and customers. Expansion of this agency’s presence into more heavily populated, less-penetrated areas will help create long term agency growth. Additionally, our prospecting training program has helped to improve the ability of agents to develop new worksite marketing business.

The Other Agencies distribution channels primarily include independent agencies selling predominantly life insurance. The Other Agencies contributed ~~$167~~$110 million of life premium income, or 10% of Torchmark’s total in the first ~~nine~~six months of ~~2016,~~2017, but contributed only 3%2% of net sales for the period.

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Life Insurance
Summary of Results
(Dollar amounts in thousands)

Nine Months Ended September 30,
Increase
2016
2015
(Decrease)
Amount
% of
Premium
Amount
% of
Premium
Amount
%
Premium and policy charges $ 1,639,156
100 $ 1,552,309
100 $ 86,847
6
Net policy obligations 670,817
41 616,997
40 53,820
9
Commissions and acquisition expense 537,294
33 510,432
33 26,862
5
Insurance underwriting income before other income and administrative expense $ 431,045
26 $ 424,880
27 $ 6,165
1



Life Insurance Summary of Results (Dollar amounts in thousands)
	Six Months Ended June 30,						Increase
	2017			2016			(Decrease)
	Amount		% of Premium	Amount		% of Premium	Amount		%
Premium and policy charges	$	1,149,673	100	$	1,092,741	100	$	56,932	5
Net policy obligations	480,367		42	446,566		41	33,801		8
Commissions and acquisition expense	377,873		33	358,271		33	19,602		5
Insurance underwriting income before other income and administrative expense	$	291,433	25	$	287,904	26	$	3,529	1

Life insurance underwriting income before insurance administrative expense was ~~$431~~$291 million in the first ~~nine~~six months of ~~2016,~~2017, compared with ~~$425~~$288 million for the same period in ~~2015.~~2016. As a percentage of premium, underwriting margins declined to ~~26%~~25% from ~~27%~~26%. The decrease in underwriting margin as a percentage of premium was due to the higher Globe Life Direct Response net policy ~~obligations. The higher than anticipated net policy~~ obligations in the Globe Life Direct Response Unit primarily relate to policies issued since 2011. The increase is primarily attributed to a spike in claims in certain segments as well as policies where additional prescription drug information was used in the underwriting process in order to improve the overall mortality. To date, improvements in actual mortality have been less than expected, causing higher than expected net policy obligations.previously discussed.

Health insurance, comparing the first ~~nine~~six months of ~~2016~~2017 with the first ~~nine~~six months of ~~2015.~~2016. Health insurance sold by Torchmark includes primarily Medicare Supplement insurance, critical illness coverage, accident coverage, and other limited-benefit supplemental health products. In this analysis, all health coverage plans other than Medicare Supplement are classified as limited-benefit plans.

Health premium accounted for 30% of our total premium in the ~~2016~~2017 period. Health underwriting margin accounted for ~~26%~~27% of total underwriting margin, reflective of the lower underwriting margin as a percentage of premium for health compared with life insurance. As noted under the caption Life Insurance, we have emphasized life insurance sales relative to health, due to life’s superior profitability and its greater contribution to excess investment income.

Health premium increased 3% to ~~$710~~$488 million in the ~~2016~~2017 period. Medicare Supplement premium increased 2%1% to ~~$355~~$241 million, while other limited-benefit health premium increased 3%5% to ~~$355~~$246 million.

Health net sales increased 1%8% to ~~$98~~$70 million. Medicare Supplement net sales ~~decreased 3%~~increased 9% to ~~$35~~$27 million in ~~2016.~~2017. Limited-benefit net sales increased 4%8% to ~~$63~~$44 million. Health first-year collected premium fell ~~11%~~4% to ~~$104~~$66 million as a result of ~~a high level of~~lower group sales in ~~the third and fourth quarters of 2014 that positively affected the 2015 first-year collected premium.~~2016. Group sales can vary significantly from period to period.

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The following table is an analysis of our health premium by distribution channel.

Health Insurance

Premium

(Dollar amounts in thousands)


	Nine Months Ended September 30,						Increase					Six Months Ended June 30,						Increase
	2016			2015			(Decrease)					2017			2016			(Decrease)
	Amount		% of Total	Amount		% of Total	Amount			%		Amount		% of Total	Amount		% of Total	Amount			%
United American Independent Agency
Limited-benefit plans	$	9,737		$	11,716		$	(1,979	)	(17	)	$	5,883		$	6,535		$	(652	)	(10	)
Medicare Supplement	256,572			243,329			13,243			5		177,330			171,309			6,021			4
	266,309		38	255,045		37	11,264			4		183,213		38	177,844		38	5,369			3
Family Heritage Agency
Limited-benefit plans	175,538			164,299			11,239			7		124,433			115,928			8,505			7
Medicare Supplement	—			—			—			—		—			—			—			—
	175,538		25	164,299		24	11,239			7		124,433		25	115,928		24	8,505			7
Liberty National Exclusive Agency
Limited-benefit plans	106,343			106,917			(574		)	(1	)	72,158			70,962			1,196			2
Medicare Supplement	46,080			51,462			(5,382		)	(10	)	27,380			31,446			(4,066		)	(13	)
	152,423		21	158,379		23	(5,956		)	(4	)	99,538		20	102,408		22	(2,870		)	(3	)
American Income Exclusive Agency
Limited-benefit plans	62,477			59,662			2,815			5		43,303			41,017			2,286			6
Medicare Supplement	241			292			(51		)	(17	)	138			168			(30		)	(18	)
	62,718		9	59,954		9	2,764			5		43,441		9	41,185		9	2,256			5
Direct Response
Limited-benefit plans	407			674			(267		)	(40	)	302			354			(52		)	(15	)
Medicare Supplement	52,541			51,870			671			1		36,639			35,230			1,409			4
	52,948		7	52,544		7	404			1		36,941		8	35,584		7	1,357			4
Total Health Premium
Limited-benefit plans	354,502		50	343,268		50	11,234			3		246,079		50	234,796		50	11,283			5
Medicare Supplement	355,434		50	346,953		50	8,481			2		241,487		50	238,153		50	3,334			1
Total	$	709,936	100	$	690,221	100	$	19,715		3		$	487,566	100	$	472,949	100	$	14,617		3

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Presented below is a table of health net sales by distribution channel.

Health Insurance

Net Sales

(Dollar amounts in thousands)


	Nine Months Ended September 30,						Increase					Six Months Ended June 30,						Increase
	2016			2015			(Decrease)					2017			2016			(Decrease)
	Amount		% of Total	Amount		% of Total	Amount			%		Amount		% of Total	Amount		% of Total	Amount			%
United American Independent Agency
Limited-benefit plans	$	428		$	550		$	(122	)	(22	)	$	276		$	334		$	(58	)	(17	)
Medicare Supplement	31,799			32,978			(1,179		)	(4	)	24,142			22,059			2,083			9
	32,227		33	33,528		34	(1,301		)	(4	)	24,418		35	22,393		34	2,025			9
Family Heritage Agency
Limited-benefit plans	38,144			38,005			139			—		27,528			24,176			3,352			14
Medicare Supplement	—			—			—			—		—			—			—			—
	38,144		39	38,005		39	139			—		27,528		39	24,176		37	3,352			14
Liberty National Exclusive Agency
Limited-benefit plans	14,665			13,158			1,507			11		9,302			9,841			(539		)	(5	)
Medicare Supplement	8			40			(32		)	(80	)	—			4			(4		)	(100	)
	14,673		15	13,198		14	1,475			11		9,302		13	9,845		15	(543		)	(6	)
American Income Exclusive Agency
Limited-benefit plans	9,463			8,492			971			11		6,572			6,187			385			6
Medicare Supplement	—			—			—			—		—			—			—			—
	9,463		9	8,492		9	971			11		6,572		9	6,187		10	385			6
Direct Response
Limited-benefit plans	—			—			—			—		—			—			—			—
Medicare Supplement	3,607			3,601			6			—		2,585			2,456			129			5
	3,607		4	3,601		4	6			—		2,585		4	2,456		4	129			5
Total Net Sales
Limited-benefit plans	62,700		64	60,205		62	2,495			4		43,678		62	40,538		62	3,140			8
Medicare Supplement	35,414		36	36,619		38	(1,205		)	(3	)	26,727		38	24,519		38	2,208			9
Total	$	98,114	100	$	96,824	100	$	1,290		1		$	70,405	100	$	65,057	100	$	5,348		8

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The following table presents health insurance first-year collected premium by distribution channel.

Health Insurance

First-Year Collected Premium

(Dollar amounts in thousands)


	Nine Months Ended September 30,							Increase					Six Months Ended June 30,						Increase
	2016			2015				(Decrease)					2017			2016			(Decrease)
	Amount		% of Total	Amount			% of Total	Amount			%		Amount		% of Total	Amount		% of Total	Amount			%
United American Independent Agency
Limited-benefit plans	$	433		$	504			$	(71	)	(14	)	$	228		$	309		$	(81	)	(26	)
Medicare Supplement	47,653			53,728				(6,075		)	(11	)	25,812			32,006			(6,194		)	(19	)
	48,086		46	54,232			47	(6,146		)	(11	)	26,040		40	32,315		47	(6,275		)	(19	)
Family Heritage Agency
Limited-benefit plans	30,311			29,314				997			3		21,912			20,091			1,821			9
Medicare Supplement	—			—				—			—		—			—			—			—
	30,311		29	29,314			25	997			3		21,912		33	20,091		29	1,821			9
Liberty National Exclusive Agency
Limited-benefit plans	11,946			10,831				1,115			10		8,243			7,850			393			5
Medicare Supplement	2			143				(141		)	(99	)	2			1			1			100
	11,948		12	10,974			9	974			9		8,245		13	7,851		12	394			5
American Income Exclusive Agency
Limited-benefit plans	10,188			8,869				1,319			15		6,842			6,416			426			7
Medicare Supplement	—			—				—			—		—			—			—			—
	10,188		10	8,869			8	1,319			15		6,842		10	6,416		9	426			7
Direct Response
Limited-benefit plans	—			(2		)		2			(100	)	—			—			—			—
Medicare Supplement	3,161			12,704				(9,543		)	(75	)	2,689			2,099			590			28
	3,161		3	12,702			11	(9,541		)	(75	)	2,689		4	2,099		3	590			28
Total First-Year Collected Premium
Limited-benefit plans	52,878		51	49,516			43	3,362			7		37,225		57	34,666		50	2,559			7
Medicare Supplement	50,816		49	66,575			57	(15,759		)	(24	)	28,503		43	34,106		50	(5,603		)	(16	)
Total	$	103,694	100	$	116,091		100	$	(12,397	)	(11	)	$	65,728	100	$	68,772	100	$	(3,044	)	(4	)

A discussion of health operations by distribution channel follows:

The UA Independent Agency consists of independent agencies appointed with Torchmark who may also sell for other companies. The UA Independent Agency was Torchmark’s largest health agency in terms of health premium income. Premium income was ~~$266~~$183 million, representing 38% of Torchmark’s total health premium. Net sales were ~~$32~~$24 million, or ~~33%~~35% of Torchmark’s health sales. This agency primarily produces Medicare Supplement insurance, with Medicare Supplement premium income of ~~$257~~$177 million. The UA Independent Agency represents approximately ~~72%~~73% of all Torchmark Medicare Supplement premium and 90% of Medicare Supplement net sales. Medicare Supplement premium in this agency rose 5%4%. Total health premium increased 4%3%. Net sales of the Medicare Supplement product ~~decreased 4%~~increased 9% in ~~2016; individual sales were up 9%, but~~2017 due primarily to an increase in group ~~sales declined 30%.~~sales. As noted earlier, Group Medicare Supplement sales have historically fluctuated from period to period.

The Family Heritage Agency primarily markets limited-benefit supplemental health insurance in non-urban areas. Most of their policies include a cash-back feature, such as a return of premium whereby any excess of premiums over claims paid is returned to the policyholder at the end of a specified period stated within the insurance policy. Management expects to grow this agency by continuing the incorporation of Torchmark’s agent recruiting programs. The Family Heritage Agency contributed ~~$38~~$28 million and $24 million in net sales in the ~~nine~~six months of 2017 and 2016, ~~and 2015.~~respectively. Health premium income was ~~$176~~$124 million for the ~~nine~~six month period of ~~2016,~~2017, representing 25% of Torchmark’s health premium compared with ~~$164~~$116 million or 24% of health premium in the prior year period. The average agent count was ~~915~~965 for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared with ~~883~~880 for the same period in ~~2015,~~2016, an increase of 4%10%.

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The Liberty National Exclusive Agency represented ~~21%~~20% of all Torchmark health premium income at ~~$152~~$100 million in the ~~nine~~six months of ~~2016.~~2017. The Liberty Agency markets limited-benefit health supplemental products consisting primarily of critical illness insurance. Much of Liberty’s health business is now generated through worksite marketing targeting small businesses of 10 to 25 employees. In ~~2016,~~2017, health premium income in the Liberty Agency declined $6$3 million to ~~$152~~$100 million from prior year premium. Liberty’s health premium decline has been due primarily to its declining Medicare Supplement block.

Other distribution. Certain of our other distribution channels market health products, although their main emphasis is on life insurance. On a combined basis, they accounted for ~~16%~~17% of health premium in the ~~2016~~2017 period. The American Income Exclusive Agency primarily markets accident plans. The Direct Response unit markets primarily Medicare Supplements to employer or union-sponsored groups. Direct Response added $4$3 million of Medicare Supplement net sales in ~~2016.~~2017.

The following table presents underwriting margin data for health insurance.

Health Insurance

Summary of Results

(Dollar amounts in thousands)


	Nine Months Ended September 30,						Increase			Six Months Ended June 30,						Increase
	2016			2015			(Decrease)			2017			2016			(Decrease)
	Amount		% of Premium	Amount		% of Premium	Amount		%	Amount		% of Premium	Amount		% of Premium	Amount		%
Premium and policy charges	$	709,936	100	$	690,221	100	$	19,715	3	$	487,566	100	$	472,949	100	$	14,617	3
Net policy obligations	404,584		57	397,089		58	7,495		2	276,088		57	269,709		57	6,379		2
Commissions and acquisition expense	148,140		21	139,736		20	8,404		6	102,845		21	99,104		21	3,741		4
Insurance underwriting income before other income and administrative expense	$	157,212	22	$	153,396	22	$	3,816	2	$	108,633	22	$	104,136	22	$	4,497	4

Underwriting income for health insurance totaled ~~$157~~$109 million in ~~2016,~~2017, an increase of 2%4% when compared with the same period in ~~2015.~~2016. As a percentage of health premium, underwriting margins ~~were flat~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2016 at~~2017 were 22% ~~when compared with~~, same as the ~~same period in 2015.~~year ago quarter.

Annuities. Annuities represent an insignificant part of our business and are not expected to be an important part of our marketing strategy going forward.

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Operating expenses, comparing the first ~~nine~~six months of ~~2016~~2017 with the first ~~nine~~six months of ~~2015.~~2016. Operating expenses consist of insurance administrative expenses and ~~parent company~~Parent Company expenses. Also included is stock compensation expense, which is viewed by us as a parent company expense. Insurance administrative expenses relate to premium income for a given period; therefore, we measure those expenses as a percentage of premium income. Total expenses are measured as a percentage of total revenues. An analysis of operating expenses is shown below.

Operating Expenses Selected Information

(Dollar amounts in thousands)


	Nine Months Ended September 30,								Six Months Ended June 30,
	2016				2015				2017				2016
	Amount			% of Premium	Amount			% of Premium	Amount			% of Premium	Amount			% of Premium
Insurance administrative expenses:
Salaries	$	67,683		2.9	$	65,194		2.9	$	46,834		2.9	$	44,437		2.8
Other employee costs	21,834			0.9	23,102			1.0	17,236			1.0	14,838			0.9
Information technology costs	17,712			0.7	12,281			0.5	12,765			0.8	11,854			0.8
Legal costs	6,352			0.3	5,303			0.3	4,021			0.2	4,471			0.3
Other administrative costs	32,548			1.4	32,714			1.5	22,469			1.4	21,281			1.4
Total insurance administrative expenses	146,129			6.2	138,594			6.2	103,325			6.3	96,881			6.2

Parent company expense	6,360				6,662				4,898				4,405
Stock compensation expense	20,334				21,877				16,546				13,989
Non-operating fees	257				—
Total operating expenses, per Condensed Consolidated Statements of Operations	$	173,080			$	167,133			$	124,769			$	115,275

Insurance administrative expenses:
Increase (decrease) over prior year	5.4		%		5.6		%		6.7		%		6.0		%
Total operating expenses:
Increase (decrease) over prior year	3.6		%		1.2		%		8.2		%		3.9		%

Insurance administrative expenses of $103 million were up ~~5.4%~~6.7% in ~~2016~~2017 when compared with the prior year ~~period.~~period of $97 million. As a percentage of total premium, insurance administrative expenses were 6.3% in 2017 compared with 6.2% in ~~both 2016 and 2015.~~2016. Total operating expenses increased ~~3.6%.~~8.2% after an increase of 3.9% in 2016. The increase in ~~administrative expenses is~~other employee costs was due primarily to higher pension expense driven by lower interest rates. The increase in information technology costs was due to investments ~~in information technology~~ that will enhance our customer experience, improve ~~our~~or data ~~analytic~~analytics capabilities, improve our ~~agility for~~ability to react quickly to future changes and bolster our information security programs.

The ~~decline~~increase in stock compensation expense was primarily due to ~~lower~~higher expense associated with equity ~~awards.~~awards, reflecting Torchmark's higher share price as compared with the same period a year ago.

Investments (excess investment income), comparing the first ~~nine~~six months of ~~2016~~2017 with the first ~~nine~~six months of ~~2015.~~2016. We manage our capital resources including investments, debt, and cash flow through the investment segment. Excess investment income represents the profit margin attributable to investment operations. It is the measure that we use to evaluate the performance of the investment segment as described in Note 10—Business Segments ~~in the~~ ~~Notes to the Condensed Consolidated Financial Statements.~~. It is defined as net investment income less the required interest on net policy liabilities and the interest cost associated with capital funding or “financing costs.”

We also view excess investment income per diluted common share as an important and useful measure to evaluate the performance of the investment segment. It is defined as excess investment income divided by the total diluted weighted average shares outstanding, representing the contribution by the investment segment to the consolidated earnings per share of the Company. Since implementing our share repurchase program in 1986, we have used ~~$6.7~~$6.9 billion of cash flow to repurchase Torchmark shares (average split-adjusted price per diluted common share of ~~$15.34)~~$15.76) after determining that the repurchases provided a greater return than other investment alternatives. Share repurchases reduce excess investment income because of the foregone earnings on the cash that would otherwise have been invested in interest-bearing assets, but they also reduce the number of shares outstanding. In order to put all capital

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resource uses on a comparable basis, we believe that excess investment income per diluted share is an appropriate measure of the investment segment.

The following table summarizes Torchmark’s investment income, excess investment income, and excess investment income per diluted common share.

Excess Investment Income

(Dollar amounts in thousands)


	Nine Months Ended September 30,						Increase (Decrease)				Six Months Ended June 30,						Increase (Decrease)
	2016			2015			Amount			%	2017			2016			Amount			%
Net investment income	$	601,415		$	579,632		$	21,783		4	$	421,058		$	398,695		$	22,363		6
Interest on net insurance policy liabilities:
Interest on reserves	(524,093		)	(503,798		)	(20,295		)	4	(362,531		)	(347,561		)	(14,970		)	4
Interest on deferred acquisition costs	151,546			147,282			4,264			3	104,150			100,615			3,535			4
Net required interest	(372,547		)	(356,516		)	(16,031		)	4	(258,381		)	(246,946		)	(11,435		)	5
Financing costs	(62,860		)	(57,420		)	(5,440		)	9	(41,855		)	(42,479		)	624			(1	)
Excess investment income	$	166,008		$	165,696		$	312		—	$	120,822		$	109,270		$	11,552		11

Excess investment income per diluted share	$	1.35		$	1.30		$	0.05		4	$	1.01		$	0.89		$	0.12		13

Average invested assets (at amortized cost)	$	14,339,950		$	13,636,712		$	703,238		5	$	15,185,776		$	14,250,106		$	935,670		7
Average net insurance policy liabilities ⁽¹⁾	8,896,284			8,532,445			363,839			4	9,247,438			8,846,244			401,194			5
Average debt and preferred securities (at amortized cost)	1,361,234			1,345,264			15,970			1	1,498,943			1,339,263			159,680			12

(1) ~~Net~~Interest bearing policy liabilities, net of deferred acquisition costs and excluding the attributed unrealized gains and losses thereon.

Excess investment income ~~is defined as net investment income less both~~for the ~~required interest attributable to net policy liabilities and the interest on debt. For the 2016~~2017 period ~~excess investment income was flat at~~increased11%to $~~166~~121 million when compared ~~with~~to $109 million in the same period in ~~2015.~~2016. The higher than normal increase in excess investment income is primarily attributed to two factors: 1) higher interest expense incurred in 2016 that related to the debt issued in April 2016 prior to the maturity, in June 2016, of the refinanced debt, and 2) the increase in net investment income due to the decline in the negative impact of delays of receiving Medicare Part D reimbursements. On a per diluted common share basis, excess investment income increased 4%13%, higher than the percentage increase in the dollar amount of excess investment income as a result of our share repurchase program. Excess investment income has been negatively impacted during recent years by low interest rates and the turnover of higher yielding assets in the portfolio. It has also been negatively affected by certain aspects of our Medicare Part D business as discussed below and because of the additional interest costs resulting from the issuance of the new 6.125% Junior Subordinated debt security prior to the maturity of the 6.375% Senior Notes as discussed below. Absent the additional financing costs incurred from the debt security, excess investment income would have increased by 2% over the same period in 2015, or 6% on a per share basis.

Net investment income ~~rose~~increased $22 million or 4%6% in ~~2016,~~2017, below the 5%7% increase in average invested assets (with fixed maturities at amortized cost) over the same period last year. Net investment income has been negatively impacted during recent years by low interest rates on new investments and the turnover of higher yielding assets in the portfolio. As such, growth in net investment income has been slower than the growth in mean invested assets in recent years. The effective annual yield earned on the fixed maturity portfolio was ~~5.80%~~5.70% in the first ~~nine~~six months of ~~2016,~~2017, compared with ~~5.84%~~5.81% a year earlier. The ~~reduction~~decrease in the ~~average~~overall portfolio yield ~~rate was~~during recent periods is due primarily ~~a result of lower new money yield rates available and~~to reinvesting proceeds from ~~bonds that were called in 2016~~calls and maturities at yield rates ~~less~~lower than the ~~rates we~~yields earned on ~~the~~ bonds before they were ~~called.~~called or matured. We currently expect that the average annual turnover of fixed maturity assets during the next five years will not exceed 1% to 2% of the portfolio and that this turnover will not have a material negative impact on investment income.

Net investment income has also been negatively affected in 2016 by the CMS requirement for us to cover Medicare Part D claim costs in the current period that are ultimately the responsibility of the government, but are not reimbursed until the following year. We incurred extensive upfront costs in 2015 that will not be reimbursed by CMS until November 2016. We also experience delays from the time certain claims are paid until related drug rebates are received from various pharmaceutical companies. These delays cause a lag in the timing of investable cash flows that result in lower investment income than would have been earned absent the delays. We expect cash flows to improve in the latter part of 2016 and in 2017 as these receivables are collected.

Should interest rates rise, especially long-term rates, Torchmark's net investment income would benefit due to higher interest rates on new purchases. WeWhile such a rise in interest rates could adversely affect the fair value of the fixed maturities portfolio, we could withstand an increase in interest rates of approximately ~~100~~90 to ~~105~~95 basis points before the net unrealized gains on our fixed maturity portfolio as of ~~September~~June 30, ~~2016~~2017 would be ~~eliminated (assuming there were no credit related valuation declines).~~eliminated. Should interest rates increase further than that, we would

not be concerned with potential interest rate driven unrealized losses in our fixed maturity portfolio because we have the intent and, more importantly, the ability, to hold our fixed maturities to maturity.

Required interest on net insurance policy liabilitiesr~~educes~~ reduces net investment income as it is the amount of net investment income considered by management necessary to “fund” net insurance policy liabilities, which is the ~~required interest included in~~net of the ~~insurance segments.~~benefit reserve liability and deferred acquisition cost asset. As such, it is removed from the investment segment

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and applied to the insurance segments to offset the effect of the interest required by the insurance segments. As discussed in Note ~~10—Business Segments~~10, management believes this provides a more meaningful analysis of the investment and insurance segments. Required interest is based on the actuarial interest assumptions used ~~in discounting~~to discount the benefit reserve liability and to amortize the ~~amortization of~~ deferred acquisition costs for our insurance policies in force. The great majority of our life and health insurance policies are fixed interest-rate protection policies, not investment products, and are accounted for under current accounting guidance for long-duration insurance products which mandates that interest rate assumptions for a particular block of business be “locked in” for the life of that ~~block of business.~~block. Each calendar year, we set the discount rate to be used to calculate the benefit reserve liability and ~~the amortization of the~~ deferred acquisition cost asset for all insurance policies issued that year. That rate is based on the new money yields that we expect to earn on cash flow received in the future from policies of that issue year, and cannot be changed. The discount rate used for policies issued in the current year has no impact on the in force policies issued in prior years as the rates of all prior issue years are also locked in. As such, the overall discount rate for the entire in force block is a weighted average of the discount rates being used from all issue years. Changes in the overall weighted-average discount rate over time are caused by changes in the mix of the reserves and the deferred acquisition cost asset by issue year on the entire block of in force business. Business issued in the current year has very little impact on the overall weighted-average discount rate due to the size of our in force business.

Required interest on net insurance policy liabilities increased ~~$16~~$11 million or 4%5% to ~~$373~~$258 million, in line with the growth in average net interest-bearing insurance policy liabilities.

Financing costs on our debt ~~increased9% to $63 million from $57 million for~~were slightly lower in the ~~same period in 2015. The additional~~first six months of 2017 at $42 million. This is reflective of higher interest expense ~~resulted primarily from~~incurred in 2016 that related to the ~~issuance of our new 6.125% Junior Subordinated Debt security seventy days before~~debt issued in April 2016 prior to the maturity, ~~and repayment~~in June 2016, of ~~our 6.375% Senior Notes.~~ the refinanced debt.

More information concerning debt can be found in the Capital Resources section of this report.

Analysis of Financing Costs

(Dollar amounts in thousands)


	Nine Months Ended September 30,				Increase (Decrease)			Six Months Ended June 30,				Increase (Decrease)
	2016		2015		Amount		%	2017		2016		Amount			%
Interest on funded debt	$	57,647	$	53,375	$	4,272	8	$	36,714	$	39,319	$	(2,605	)	(7	)
Interest on term loan	536		—		536		—	1,082		96		986			*
Interest on short term debt	4,674		4,042		632		16	4,057		3,062		995			32
Other	3		3		—		—	2		2		—			—
Financing costs	$	62,860	$	57,420	$	5,440	9	$	41,855	$	42,479	$	(624	)	(1	)

*Percent change is not meaningful.

Investments (acquisitions), comparing the first ~~nine~~six months of ~~2016~~2017 with the first ~~nine~~six months of ~~2015.~~2016. Torchmark’s investment policy calls for investing primarily in investment grade fixed maturities that ~~are investment grade and~~ meet our quality and yield objectives. We generally prefer to invest in securities with longer maturities because they more closely match the long-term nature of our policy liabilities. We believe this strategy is appropriate because our cash flows from operations and invested assets are positive, stable and predictable. If longer-term securities that meet our quality and yield objectives are not available, we do not relax our quality objectives, but instead, consider investing in shorter or lower yielding securities, taking into consideration the slope of the yield curve and other factors.

The following table summarizes selected information for fixed maturity purchases. The effective annual yield shown is the yield calculated to the “worst call date.” For non-callable bonds, the worst-call date is always the maturity date. For callable bonds, the worst-call date is the call date that produces the lowest yield (or the maturity date, if the yield calculated to the maturity date is lower than the yield calculated to each call date).

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Fixed Maturity Acquisitions Selected Information

(Dollar amounts in thousands)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016⁽¹⁾			2015			2017			2016
Cost of acquisitions:
Corporate securities	$	910,085		$	688,117		$	670,856		$	635,530
Other	15,737			42,027			5,792			15,737
Total fixed maturity acquisitions	$	925,822		$	730,144		$	676,648		$	651,267
Effective annual yield⁽²⁾	4.73		%	4.71		%
Average life, in years to:
Next call	24.1			27.7
Maturity	24.8			28.7

Effective annual yield⁽¹⁾							4.91		%	4.87		%
Average life (in years, to next call)							21.6			24.4
Average life (in years, to maturity)							22.5			24.7
Average rating	BBB+			BBB+			BBB+			BBB+

(1) Total fixed maturity acquisitions include ~~$15.7~~$0.0 million of unsettled trades.

~~(2) One-year compounded yield on a tax-equivalent basis. The~~(1) Tax-equivalent basis, where the yield on tax-exempt securities, is adjusted to produce a yield equivalent to the pretax yield on taxable securities.

Acquisitions in both periods consisted primarily of corporate bonds, with securities spanning a diversified range of issuers, industry sectors, and geographical regions. All of the acquired securities were investment grade.

Investments (portfolio composition). The composition of the investment portfolio at book value on ~~September~~June 30, ~~2016~~2017 was as follows:

Invested Assets ~~At September~~at June 30, ~~2016~~2017

(Dollar amounts in thousands)


	Amount		% of Total	Amount		% of Total
Fixed maturities (at amortized cost)	$	13,944,467	96	$	14,651,551	96
Policy loans	499,085		3	516,064		3
Other long-term investments(1)	56,581		—	55,028		—
Short-term investments	65,904		1	94,387		1
Total	$	14,566,037	100	$	15,317,030	100

(1) Includes equities available for sale at amortized cost.

Approximately 96% of our investments at book value are in a diversified fixed-maturity ~~portfolio.~~portfolio, the same percentage as at year end. Policy loans, which are secured by policy cash values, make up approximately 3% of our investments. We also have insignificant investments in equity securities and other long-term investments. AsBecause fixed maturities represent such a significant portion of our investment portfolio, the remainder of the discussion of portfolio composition will focus on fixed maturities.

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Fixed Maturities. The following table summarizes certain information about the major corporate sectors and security types held in our fixed maturity portfolio at ~~September~~June 30, ~~2016.~~2017.

Fixed Maturities by Sector

At June 30, 2017

(Dollar amounts in thousands)

Below Investment Grade
Total FIxed Maturities
% of Total Fixed Maturities
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
At Amortized Cost At Fair Value

Corporates:

Financial

Insurance - life, health, P&C $ 58,435

$ 3,415

$ (3,517 )
$ 58,333

$ 1,999,750

$ 305,338

$ (8,590 )
$ 2,296,498

15 15
Banks 41,570

613

(5,625 )
36,558

659,552

100,427

(5,875 )
754,104

5 5
Other financial 74,954

—

(15,605 )
59,349

584,601

68,179

(15,784 )
636,996

4 4
Total financial 174,959

4,028

(24,747 )
154,240

3,243,903

473,944

(30,249 )
3,687,598

24 24
Utilities

Electric 9,642

1,603

—

11,245

1,509,167

330,310

(3,772 )
1,835,705

11 12
Gas and water —

—

—

—

472,329

66,856

(44 )
539,141

3 3
Total utilities 9,642

1,603

—

11,245

1,981,496

397,166

(3,816 )
2,374,846

14 15
Industrial - Energy

Pipelines 45,400

82

(3,462 )
42,020

832,217

79,463

(16,124 )
895,556

6 6
Exploration and production 28,965

11

(1,514 )
27,462

532,036

49,031

(12,946 )
568,121

4 3
Oil field services 33,883

—

(9,672 )
24,211

83,761

8,747

(9,673 )
82,835

1 1
Refiner —

—

—

—

63,001

10,803

—

73,804

— —
Driller 54,662

—

(18,943 )
35,719

54,662

—

(18,943 )
35,719

— —
Total energy 162,910

93

(33,591 )
129,412

1,565,677

148,044

(57,686 )
1,656,035

11 10
Industrial - Basic materials

Chemicals —

—

—

—

491,463

47,019

(964 )
537,518

3 3
Metals and mining 107,114

237

(3,999 )
103,352

405,308

37,478

(4,192 )
438,594

3 3
Forestry products and paper —

—

—

—

112,830

15,629

(5 )
128,454

1 1
Total basic materials 107,114

237

(3,999 )
103,352

1,009,601

100,126

(5,161 )
1,104,566

7 7
Industrial - Consumer, non-cyclical 13,270

1,526

—

14,796

1,424,387

205,953

(198 )
1,630,142

10 10
Other industrials 80,383

3,616

(688 )
83,311

1,162,082

189,198

(1,837 )
1,349,443

9 9
Industrial - Transportation 26,668

—

(3,220 )
23,448

575,796

95,320

(3,399 )
667,717

4 4
Other corporate sectors 116,774

1,924

(4,236 )
114,462

1,185,851

171,986

(5,757 )
1,352,080

9 9
Total corporates 691,720

13,027

(70,481 )
634,266

12,148,793

1,781,737

(108,103 )
13,822,427

88 88
Other fixed maturities:

Government (U.S., municipal, and foreign) 552

—

(159 )
393

1,676,626

215,262

(618 )
1,891,270

12 12
Collateralized debt obligations 60,857

14,062

(11,637 )
63,282

60,857

14,062

(11,637 )
63,282

— —
Other asset-backed securities —

—

—

—

54,060

2,214

—

56,274

— —

Mortgage-backed securities⁽¹⁾
—

—

—

—

4,131

317

(1 )
4,447

— —
Total fixed maturities $ 753,129

$ 27,089

$ (82,277 )
$ 697,941

$ 13,944,467

$ 2,013,592

$ (120,359 )
$ 15,837,700

100 100



	Below Investment Grade									Total Fixed Maturities									% of Total Fixed Maturities
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		At Amortized Cost	At Fair Value

Corporates:
Financial
Insurance - life, health, P&C	$	58,330	$	2,903	$	(2,395	)	$	58,838	$	1,999,531	$	314,293	$	(3,500	)	$	2,310,324	14	14
Banks	41,532		643		(5,848		)	36,327		747,955		100,858		(6,718		)	842,095		5	5
Other financial	74,956		—		(18,022		)	56,934		752,316		57,059		(20,940		)	788,435		5	5
Total financial	174,818		3,546		(26,265		)	152,099		3,499,802		472,210		(31,158		)	3,940,854		24	24
Utilities
Electric	20,778		1,140		—			21,918		1,442,893		266,741		(3,246		)	1,706,388		10	11
Gas and water	—		—		—			—		494,931		49,809		(325		)	544,415		3	3
Total utilities	20,778		1,140		—			21,918		1,937,824		316,550		(3,571		)	2,250,803		13	14
Industrial - Energy
Pipelines	40,607		606		(2,230		)	38,983		857,108		95,796		(5,860		)	947,044		6	6
Exploration and production	28,930		786		(404		)	29,312		531,394		52,764		(6,856		)	577,302		4	4
Oil field services	33,874		—		(5,409		)	28,465		83,738		8,906		(5,409		)	87,235		1	1
Refiner	—		—		—			—		62,927		13,100		—			76,027		—	—
Driller	54,602		—		(17,827		)	36,775		54,602		—		(17,827		)	36,775		—	—
Total energy	158,013		1,392		(25,870		)	133,535		1,589,769		170,566		(35,952		)	1,724,383		11	11
Industrial - Basic materials
Chemicals	—		—		—			—		527,099		47,507		(270		)	574,336		4	4
Metals and mining	68,087		3,528		(328		)	71,287		389,939		58,195		(328		)	447,806		3	3
Forestry products and paper	—		—		—			—		112,443		15,251		—			127,694		1	1
Total basic materials	68,087		3,528		(328		)	71,287		1,029,481		120,953		(598		)	1,149,836		8	8
Industrial - Consumer, non-cyclical	—		—		—			—		1,693,788		161,669		(6,761		)	1,848,696		11	11
Other industrials	47,271		1,908		(24		)	49,155		1,346,850		164,331		(1,794		)	1,509,387		9	9
Industrial - Transportation	26,565		473		(123		)	26,915		539,041		76,731		(1,302		)	614,470		4	4
Other corporate sectors	116,539		3,700		(5,562		)	114,677		1,238,347		128,019		(9,562		)	1,356,804		8	8
Total corporates	612,071		15,687		(58,172		)	569,586		12,874,902		1,611,029		(90,698		)	14,395,233		88	89
Other fixed maturities:
Government (U.S., municipal, and foreign)	306		—		—			306		1,589,606		138,231		(1,880		)	1,725,957		11	10
Collateralized debt obligations	59,871		16,677		(10,303		)	66,245		59,871		16,677		(10,303		)	66,245		—	—
Other asset-backed securities	—		—		—			—		125,454		3,551		(15		)	128,990		1	1
Mortgage-backed securities⁽¹⁾	—		—		—			—		1,718		144		(1		)	1,861		—	—
Total fixed maturities	$	672,248	$	32,364	$	(68,475	)	$	636,137	$	14,651,551	$	1,769,632	$	(102,897	)	$	16,318,286	100	100

(1) Includes GNMA's.

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At ~~September~~June 30, ~~2016,~~2017, fixed maturities had a fair value of ~~$15.8~~$16.3 billion, compared with ~~$13.8~~$15.2 billion at December 31, ~~2015.~~2016. The net unrealized gain position in the fixed-maturity portfolio increased from ~~$506 million~~$1.1 billion at December 31, ~~2015~~2016 to ~~$1.9~~$1.7 billion at ~~September~~June 30, ~~2016, primarily as a result of a decrease in Treasury rates.~~2017. The ~~September~~June 30, ~~2016~~2017 net unrealized gain consisted of gross unrealized gains of ~~$2.0~~$1.8 billion offset by ~~$120~~$103 million of gross unrealized losses, compared with the December 31, ~~2015~~2016 net unrealized gain which consisted of a gross unrealized gain of ~~$1.1~~$1.3 billion and a gross unrealized loss of ~~$564~~$216 million.

Corporate securities, which consist of bonds and redeemable preferred stocks, were the largest component of the fixed maturity portfolio, representing 88% ~~at both~~of amortized cost and 89% of fair value. The remainder of the portfolio is invested primarily in securities issued by the U.S. government and U.S. municipalities. The Company holds insignificant amounts in foreign government bonds, collateralized debt obligations, asset-backed securities, and agency mortgage-backed securities. Corporate securities are diversified over a variety of industry sectors and ~~issuers. At September 30, 2016,~~issuers; the financial, utility, and energy sectors represented approximately 24%, 14%, and 11%, respectively, of fixed maturities at amortized cost and 24%, 15%, and 10%, respectively, of fixed maturities at fair value. Otherwise, no single sector represented more than 10% of the corporate fixed maturity portfolio at either amortized cost or fair value. The total fixed maturity portfolio ~~consists~~consisted of ~~577 issuers, with 206 issuers within the financial, utility, and energy sectors.~~

596 issuers. The net unrealized gain of the fixed maturity portfolio increased ~~$1.4 billion~~$609 million from December 31, ~~2015. The financial, utility, energy and basic materials sectors experienced increases of $156 million, $197 million, $256 million, and $180 million, respectively, in net unrealized gains fromDecember 31, 2015 to September 30,~~ 2016. The fair values of the financial, utility, energy, and basic materials sectors increased approximately 7%, 8%, 18%, and 21%, respectively, while the fair value of the entire portfolio increased 15% for the period. Over the last two quarters, oil and many other commodity prices have increased meaningfully to the benefit of our holdings in the energy and basic materials sectors. While a sustained period of low prices might lead to some downgrades in ratings, we do not currently anticipate any losses from defaults or write-downs in the foreseeable future.

An analysis of the fixed maturity portfolio at ~~September~~June 30, ~~2016~~2017 by a composite quality rating is shown in the table below. The composite quality rating for each security is the average of the security’s ratings as assigned by Moody’s Investor Service, Standard & Poor’s, Fitch Ratings, and Dominion Bond Rating Service, LTD. The ratings assigned by these four nationally recognized statistical rating organizations are evenly weighted when calculating the average. The composite quality rating is created using a methodology developed by Torchmark Corporation using ratings from the various rating agencies noted ~~above. The~~above (It should be noted that the composite quality rating is not a Standard & Poor's credit rating. Standard and Poor's does not sponsor, endorse or promote the composite quality rating and shall not be liable for any use of the composite quality rating.) Included in the chart below are private placement fixed maturity holdings of $594 million at amortized cost ($615 million at fair value). The ratings for these holdings were assigned by the third party managers of those securities.

Fixed Maturities by Rating

(Dollar amounts in thousands)


	September 30, 2016						June 30, 2017
	Amortized Cost		%	Fair Value		%	Amortized Cost		%	Fair Value		%
Investment grade:
AAA	$	676,082	5	$	746,403	5	$	666,565	5	$	697,517	4
AA	1,347,191		10	1,550,702		10	1,285,494		9	1,448,598		9
A	3,790,755		27	4,594,386		29	3,880,713		26	4,551,686		28
BBB+	3,194,295		23	3,664,921		23	3,474,938		24	3,878,168		24
BBB	2,675,452		19	2,981,541		19	3,147,368		21	3,467,069		21
BBB-	1,507,563		11	1,601,806		10	1,524,225		10	1,639,111		10
Investment grade	13,191,338		95	15,139,759		96	13,979,303		95	15,682,149		96
Below investment grade:
BB	415,494		3	386,784		2	373,552		3	355,272		2
B	239,655		1	200,054		1	161,446		1	133,937		1
Below B	97,980		1	111,103		1	137,250		1	146,928		1
Below investment grade	753,129		5	697,941		4	672,248		5	636,137		4
	$	13,944,467	100	$	15,837,700	100	$	14,651,551	100	$	16,318,286	100

Of the ~~$13.9~~$14.7 billion of fixed maturities at amortized cost as of ~~September~~June 30, ~~2016, $13.2~~2017, $14.0 billion or 95% were investment grade with an average rating of A-. Below-investment-grade bonds were ~~$753~~$672 million with an average rating of B+. Below-investment-grade bonds at amortized cost were ~~19%~~17% of our shareholders’ equity, excluding the effect of unrealized gains and losses on fixed maturities as of ~~September~~June 30, ~~2016.~~2017. Overall, the total portfolio was rated A-BBB+ based on amortized cost, the same as at the end of ~~2015.~~2016.

An analysis of the changes in our portfolio of below-investment-grade bonds at amortized cost during the first ~~nine~~six months of ~~2016~~2017 is as follows:

Table of Contents

Below-Investment-Grade Bonds

(~~Dollars~~Dollar amounts in thousands)


Balance as of December 31, 2015	$	640,150
Balance as of December 31, 2016				$	751,144
Downgrades by rating agencies	162,521			—
Upgrades by rating agencies	(40,651		)	(76,661		)
Disposals	(11,903		)	(3,982		)
Amortization and other	3,012			1,747
Balance as of September 30, 2016	$	753,129
Balance as of June 30, 2017				$	672,248

~~Our~~As noted earlier, our investment policy ~~is to acquire only investment-grade obligations.~~calls for investing primarily in fixed maturities that are investment grade and meet our quality and yield objectives. Thus, any increases in below-investment-grade issues are typically a result of ratings downgrades of existing holdings. Our investment portfolio ~~contains no commercial mortgage-backed securities. We have no direct investments in residential mortgages, nor do we have any~~does not contain counterparty risks as we are not a party to any ~~derivative contracts, including credit default swaps.~~derivatives contracts. We also do not participate in securities lending and we have no off-balance sheet investments, and we have only insignificant exposures to European Sovereign debt consisting of $2 million of German government bonds. Our exposure to direct obligations of the Commonwealth of Puerto Rico at September 30, 2016 was less than $600 thousand. On June 23, 2016, the United Kingdom voted to depart the European Union (EU) under the referendum commonly referred to as "Brexit." Although the formal separation from the EU will take time, the nature and extent of the effects on interest rates and economic performance are uncertain at this time. We do not expect an increase in other-than-temporary impairments on our limited exposure related to this event.investments.

Additional information concerning the fixed-maturity portfolio is as follows:

Fixed Maturity Portfolio Selected Information

September 30,
2016
December 31, 2015
September 30,
2015
Average annual effective yield ⁽¹⁾
5.76%
5.83%
5.82%
Average life, in years, to:

Next call ⁽²⁾
17.6
17.8
18.0
Maturity ⁽²⁾
19.9
20.3
20.4
Effective duration to:

Next call ⁽²⁾⁽³⁾
10.8
10.2
10.4
Maturity ⁽²⁾⁽³⁾
11.6
11.2
11.4



	June 30, 2017	December 31, 2016	June 30, 2016
Average annual effective yield⁽¹⁾	5.68%	5.74%	5.79%
Average life, in years, to:
Next call⁽²⁾	17.4	17.6	17.8
Maturity⁽²⁾	19.2	19.8	20.1
Effective duration to:
Next call⁽²⁾⁽³⁾	10.6	10.4	10.7
Maturity⁽²⁾⁽³⁾	11.4	11.3	11.6

(1) Tax-equivalent basis. The yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.

(2) Torchmark calculates the average life and duration of the fixed maturity portfolio two ways: (a) based on the next call date which is the next call date for callable bonds and the maturity date for noncallable bonds, and (b) based on the maturity date of all bonds, whether callable or not.

(3) Effective duration is a measure of the price sensitivity of a fixed-income security to a particular change in interest rates.

Realized Gains and Losses, comparing the first ~~nine~~six months of ~~2016~~2017 with the first ~~nine~~six months of ~~2015.~~2016. As discussed in Note 10—Business Segments, our core business of providing insurance coverage requires us to maintain a large and diverse investment portfolio to support our insurance liabilities. From time to time, investments are disposed of or written down prior to maturity, resulting in realized gains or losses. Because these dispositions and write-downs are outside the course of our normal operations, management removes the effects of such gains and losses when evaluating its overall core operating results.

Table of Contents

The following table summarizes our tax-effected realized gains (losses) by component.

Analysis of Realized Gains (Losses), Net of Tax

(Dollar amounts in thousands, except ~~for~~ per share data)


	Nine Months Ended September 30,									Six Months Ended June 30,
	2016				2015					2017						2016
	Amount		Per Share		Amount			Per Share		Amount			Per Share			Amount		Per Share
Fixed maturities:
Investment sales	$	3,847	$	0.03	$	(61	)	$	—	$	—		$	—		$	2,172	$	0.02
Investments called or tendered	995		0.01		4,701			0.04		390			—			386		—
Other	215		—		477			—
Investment writedowns ⁽¹⁾										(159		)	—			—		—
Other investments										(2,182		)	(0.02		)	236		—
Total	$	5,057	$	0.04	$	5,117		$	0.04	$	(1,951	)	$	(0.02	)	$	2,794	$	0.02

(1) Written down due to other-than-temporary impairment.

(1) Written down due to other-than-temporary impairment

Financial Condition

Liquidity. Liquidity provides Torchmark with the ability to meet on demand the cash commitments required byto support our business operations and meet our financial obligations. Our liquidity is evidenced by positive cash flow, a portfolio of marketable investments, and ~~the availability of a~~our line of credit facility.

Insurance subsidiary liquidity. The operations of our insurance subsidiaries have historically generated substantial cash inflows in excess of immediate cash needs. Sources of cash flows for the insurance subsidiaries include primarily premium and investment income. Cash outflows from operations include policy benefit payments, commissions, administrative expenses, and taxes. The funds to provide for policy benefits, the majority of which are paid in future periods, are invested primarily in long-term fixed maturities ~~to meet~~as they better match the long-term nature of these ~~long-term~~ obligations. In addition to investment income, maturities and scheduled repayments in the investment portfolio are sources of cash. Excess cash available from the insurance subsidiaries’ operations is generally distributed as a dividend to the parent company, subject to regulatory restriction. The dividends are generally paid in amounts equal to the subsidiaries’ prior year statutory net income excluding realized capital gains. While the leading source of the excess cash is investment income, due to our high underwriting margins and effective expense control, a significant portion of the excess cash also comes from underwriting income.

Parent Company liquidity. An important source of Parent Company liquidity is the dividends from the insurance subsidiaries noted above. These dividends are received throughout the year and are used by the Parent Company to pay dividends on common and preferred stock, interest and principal repayment requirements on Parent Company debt, and operating expenses of the Parent Company. In the first ~~nine~~six months of ~~2016,~~2017, the Parent Company received ~~$273~~$201 million of cash dividends from subsidiaries, compared with ~~$315~~$167 million in ~~2015.~~2016. The increase in cash dividends received from subsidiaries was primarily due to the timing of dividend payments. For the full year ~~2016,~~2017, cash dividends from subsidiaries are expected to total approximately ~~$430~~$455 million.

Additional sources of liquidity for the Parent Company are cash, intercompany receivables, intercompany borrowings, and a credit facility. At ~~September~~June 30, ~~2016,~~2017, the Parent Company had ~~$138~~$57 million of invested cash and net intercompany receivables. The credit facility is discussed below.

Credit Facility. We have a credit facility with a group of lenders allowing for unsecured revolving borrowings and stand-by letters of credit up to $750 million, which could be extended up to $1 billion. We may request the extension, however, it is not guaranteed. Up to $250 million in letters of credit can be issued against the facility. The facility serves as a back-up credit line for a commercial paper program under which we may issue commercial paper at any time, with total commercial paper outstanding not to exceed the facility maximum, less any letters of credit issued. Interest on the commercial paper program is charged at variable rates. This facility was amended in May 2016 to extend the maturity date of the facility to May 2021. The amendment also allowed for an additional $100 million term loan to be issued under the facility rate structure. The term loan was issued during 2016 and will be repaid in quarterly escalating installments with a balloon payment of $75 million due in May 2021. Interest on the term loan is computed and paid

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monthly at 125 basis points plus 1 month LIBOR. In accordance with the agreement, we are subject to certain covenants regarding capitalization. As of ~~September~~June 30, ~~2016,~~2017, we were in full compliance with ~~these~~those covenants.

Commercial paper outstanding and any amortization payments of the term loan due within one year are included in short-term debt. The remaining balance of the term loan is included in long-term debt. ~~At December 31, 2015 we had $250 million par value of 6.375% Senior Notes which were also classified as short-term debt. This issue was repaid on June 15, 2016.~~

The following table presents certain information about our commercial paper borrowings.

Credit Facility - Commercial Paper

(Dollar amounts in thousands)


	At									At
	September 30, 2016			December 31, 2015			September 30, 2015			June 30, 2017			December 31, 2016			June 30, 2016
Balance of commercial paper at end of period (par value)	$	266,000		$	240,544		$	368,868		$	303,565		$	262,850		$	285,976
Annualized interest rate	0.85		%	0.55		%	0.48		%	1.38		%	0.96		%	0.87		%
Letters of credit outstanding	$	177,000		$	177,000		$	198,000		$	177,000		$	177,000		$	177,000
Remaining amount available under credit line	307,000			332,456			183,132			269,435			310,150			287,024


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016			2015			2017			2016
Average balance of commercial paper outstanding during period (par value)	$	297,065		$	353,596		$	363,859		$	298,636
Daily-weighted average interest rate (annualized)	0.81		%	0.40		%	1.17		%	0.77		%
Maximum daily amount outstanding during period (par value)	$	412,676		$	458,110		$	455,912		$	412,676

Our balance of commercial paper outstanding at ~~September~~June 30, ~~2016~~2017 was ~~$266~~$304 million compared with ~~$241~~$263 million at the previous year end. We have had no difficulties in accessing the commercial paper market under this facility during the ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~2015.~~2016.

In summary, Torchmark expects to have readily available funds for the foreseeable future to conduct its operations and to maintain target capital ratios in the insurance subsidiaries through internally generated cash flow and the credit facility. In the unlikely event that more liquidity is needed, the Parent Company could generate additional funds through multiple sources including, but not limited to, the issuance of debt, an additional short-term credit facility, and intercompany borrowing.

Consolidated liquidity. Consolidated net cash inflows from ~~continuing~~ operations were ~~$889~~$739 million in the first ~~nine~~six months of ~~2016,~~2017, compared with ~~$849~~$605 million in the same period of ~~2015.~~2016. The increase is primarily attributable to timing of cash disbursements and fluctuations in amounts recorded in other liabilities. In addition to cash inflows from ~~continuing~~ operations, our companies received proceeds from maturities, calls, and repayments of fixed maturities available for sale in the amount of ~~$179~~$216 million during the ~~2016~~2017 period. As previously noted under the caption Credit Facility, we have in place a line of credit facility. The insurance companies have no additional outstanding credit facilities.

Cash and ~~short term~~short-term investments were ~~$171~~$192 million at ~~September~~June 30, ~~2016,~~2017, compared with ~~$116~~$148 million at December 31, ~~2015.~~2016. In addition to these liquid assets, the entire ~~$15.8~~$16.3 billion (fair value at ~~September~~June 30, ~~2016)~~2017) portfolio of fixed income securities is available for sale in the event of an unexpected need. Approximately 96% of our fixed income securities are publicly traded, freely tradable under SEC Rule 144, or qualified for resale under SEC Rule ~~144A .~~144A. We generally expect to hold fixed income securities to maturity, and even though these securities are classified as available for sale, we have the ability and intent to hold any securities which are temporarily impaired until they mature. Our strong cash flows from operations, on-going investment maturities, and credit line availability make any need to sell securities for liquidity highly unlikely.

Capital Resources. ~~Our~~Management targets an aggregate capital ratio for its insurance subsidiaries ~~maintain capital at a level adequate to support their current operations and meet the requirements~~ of ~~the regulatory authorities and the rating agencies. Our insurance subsidiaries generally target a capital ratio of around~~approximately 325% of Company ~~Action Level required~~action level regulatory capital under Risk-Based Capital (RBC), a ~~measure established~~formula designed by insurance regulatory authorities to monitor the adequacy of capital. The 325% target is considered sufficient for the subsidiaries because of ~~our insurance companies’~~their strong reliable cash flows, ~~and~~ the relatively ~~lower~~low risk of ~~our policy liabilities. Additionally, the~~their product mix, and because that ratio ~~exceeds regulatory requirements and has been~~is in line with rating agency expectations for Torchmark.

~~As of~~ At December 31, ~~2015,~~2016, our insurance subsidiaries had ~~a consolidated~~ an aggregate

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RBC ratio of ~~317%~~approximately 324%. ~~Although Torchmark does not calculate RBC on~~Should we experience impairments and/or ratings downgrades within our fixed maturity portfolio in the future, the ratio could fall below targeted levels. In such a ~~quarterly basis, we are estimating that our 2016 RBC ratio will come in slightly below~~case, management believes more than sufficient liquidity exists at the ~~325% ratio~~Parent Company to make additional contributions as ~~a result of lower beginning of~~necessary to maintain the year capital levels and downgrades in our investment portfolio through June 30th. With the combination of proceeds from our second quarter debt issuances, capital generated from the sale of the Medicare Part D business, and potential upgrades in our investment portfolio, we are comfortable with our ability to meet responsible RBC levels in 2016 and return to our targeted ~~325% in 2017.~~ratio.

On a consolidated basis, Torchmark’s capital structure consists of short-term debt (comprised of the commercial paper outstanding discussed above, current maturities of the term loan, and current maturities of funded debt), long-term debt (comprised of long-term maturities of funded debt and long term maturities of the term loan), and shareholders’ equity.

The outstanding long-term debt at book value was $1.1 billion at ~~September~~June 30, ~~2016~~2017 and ~~$744 million at~~December 31, 2015. The increase in long-term debt this quarter as compared to prior year is attributed to the $250 million reclass of the 6.375% Senior Notes into short-term debt in prior year as a result of the upcoming maturity.2016. An analysis of debt issues outstanding is as follows at ~~September~~June 30, ~~2016.~~2017.

Selected Information about Debt Issues

at~~September~~June 30, ~~2016~~2017

(Dollar amounts in thousands)


Instrument	Year Due	Interest Rate		Par Value		Book Value		Fair Value		Year Due	Interest Rate		Par Value		Book Value		Fair Value
Notes	2023	7.875%		$	165,612	$	164,050	$	205,909	2023	7.875%		$	165,612	$	164,188	$	201,788
Senior Notes	2019	9.250%		292,647		291,314		347,815		2019	9.250%		292,647		291,650		331,271
Senior Notes⁽¹⁾	2022	3.800%		150,000		148,119		159,340		2022	3.800%		150,000		148,332		154,446
Junior Subordinated Debentures	2052	5.875%		125,000		120,922		131,800		2052	5.875%		125,000		120,945		128,400
Junior Subordinated Debentures	2036	4.150%	⁽²⁾	20,000		20,000		20,000		2036	4.546%	⁽²⁾	20,000		20,000		20,000
Junior Subordinated Debentures	2056	6.125%		300,000		290,389		326,640		2056	6.125%		300,000		290,431		318,720
Term loan⁽³⁾	2021	1.774%	⁽⁴⁾	100,000		100,000		100,000		2021	2.295%	⁽⁴⁾	99,375		99,375		99,375
				1,153,259		1,134,794		1,291,504					1,152,634		1,134,921		1,254,000
Less current maturity of term loan⁽³⁾				1,250		1,250		1,250					3,125		3,125		3,125
Total long-term debt				1,152,009		1,133,544		1,290,254					1,149,509		1,131,796		1,250,875

Current maturity of term loan⁽³⁾				1,250		1,250		1,250					3,125		3,125		3,125
Commercial paper				266,000		265,642		265,642					303,565		303,146		303,146
Total short term debt				267,250		266,892		266,892					306,690		306,271		306,271

Total debt				$	1,419,259	$	1,400,436	$	1,557,146				$	1,456,199	$	1,438,067	$	1,557,146

(1) An additional $150 million par value and book value is held by insurance subsidiaries that eliminates in consolidation.

(2) Interest paid at 3 month LIBOR plus 330 basis points, resets each quarter.

(3) The current amount of the term loan due of ~~$1.3~~$3.1 million is classified as short term debt.

(4) Interest paid at 1 month LIBOR plus 125 basis points, resets each month.

On April 5, 2016, Torchmark completed the issuance and sale of $300 million aggregate principal amount of Torchmark’s 6.125% Junior Subordinated Debentures due 2056. The ~~debentures~~Debentures were sold pursuant to Torchmark’s shelf registration statement on Form S-3, filed September 25, 2015. The net proceeds from the sale of the ~~debentures~~Debentures were $290 million, after giving effect to the underwriting discount and estimated expenses of the offering of the ~~debentures.~~Debentures. Torchmark used the net proceeds from the offering of the ~~debentures~~Debentures primarily to repay the $250 million outstanding principal amount plus accrued interest of $8 million on its 6.375% Senior Notes that were due June 15, 2016. ~~The remaining proceeds will be used for general corporate purposes, including capital or other financing at our insurance subsidiaries, if necessary.~~This resulted in higher interest expense incurred in 2016 that related to the Debenture issued in April 2016 prior to the maturity, in June 2016, of the 6.375% Senior Notes.

As previously noted under the caption Results of Operations in this report, we acquired ~~4.2~~2.1 million of our outstanding common shares under our share repurchase program during the first ~~nine~~six months of ~~2016.~~2017. These shares were acquired at a cost of ~~$240~~$163 million (average of ~~$57.58~~$76.03 per share), compared with purchases of ~~4.9~~2.9 million shares at a cost of ~~$276~~$163 million (average of ~~$56.50~~$55.46 per share) in the first ~~nine~~six months of ~~2015.~~2016.

On ~~September 8, 2016,~~May 18, 2017, the Company announced that it had declared a quarterly dividend of ~~$0.14~~0.15 per share. This dividend was paid on ~~November~~August 1, ~~2016.~~2017.

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Shareholders’ equity was $5.1 billion at ~~September~~June 30, ~~2016.~~2017. This compares with ~~$4.1~~$4.6 billion at December 31, ~~2015~~2016 and ~~$4.3~~$4.9 billion at ~~September~~June 30, ~~2015.~~2016. During the ~~nine~~six months since December 31, ~~2015,~~2016, shareholders’ equity was increased by ~~$898~~$395 million of after-tax unrealized gains in the fixed-maturity portfolio as interest rates have decreased over the period. In addition, shareholders' equity was increased by net income of ~~$414~~$274 million. Share purchases of ~~$240~~$163 million noted above during the period reduced shareholders’ equity.

We are required by GAAP to revalue our available for sale fixed maturity portfolio to fair market value at the end of each accounting period. These changes, net of their associated impact on deferred acquisition costs and income tax, are reflected directly in shareholders’ equity.

While GAAP requires our fixed maturity assets to be revalued, it does not permit interest-bearing insurance policy liabilities supported by those assets to be valued at fair value in a consistent manner, with changes in value applied directly to shareholders’ equity. However, due to the size of both the investment portfolio and our policy liabilities, this inconsistency in measurement can have a material impact on shareholders’ equity. Because of the long-term nature of our fixed maturities and liabilities and the strong cash flows generated by our insurance subsidiaries, we have the intent and ability to hold our securities to maturity. As such, we do not expect to incur realized gains or losses due to fluctuations in the market value of fixed maturities caused by interest rate changes or losses caused by temporarily illiquid markets. Accordingly, management removes the effect of this rule when analyzing Torchmark’s balance sheet, capital structure, and financial ratios in order to provide a more consistent and meaningful portrayal of the Company’s financial position from period to period.

The following table presents selected data related to capital resources. Additionally, the table presents the effect of ~~this~~the GAAP requirement to revalue our fixed maturity assets on relevant ~~line~~ items so that investors and other financial statement users may determine its impact on our capital structure.

Selected Financial Data

(Dollar amounts in thousands, except ~~for~~ per share data)


	At																		At
	September 30, 2016						December 31, 2015						September 30, 2015						June 30, 2017						December 31, 2016						June 30, 2016
	GAAP			Effect of Accounting Rule Requiring Revaluation(1)			GAAP			Effect of Accounting Rule Requiring Revaluation(1)			GAAP			Effect of Accounting Rule Requiring Revaluation(1)			GAAP			Effect of Accounting Rule Requiring Revaluation⁽¹⁾			GAAP			Effect of Accounting Rule Requiring Revaluation⁽¹⁾			GAAP			Effect of Accounting Rule Requiring Revaluation⁽¹⁾
Fixed maturities	$	15,837,700		$	1,893,233		$	13,758,024		$	506,153		$	14,080,199		$	913,951		$	16,318,286		$	1,666,735		$	15,245,861		$	1,057,811		$	15,440,090		$	1,661,836
Deferred acquisition costs⁽²⁾	3,739,526			(12,698		)	3,617,135			(7,869		)	3,569,669			(11,510		)	3,862,418			(11,778		)	3,783,158			(10,281		)	3,698,449			(13,319		)
Total assets	22,077,031			1,880,535			19,853,213			498,284			20,156,828			902,441			22,577,940			1,654,957			21,436,087			1,047,530			21,574,040			1,648,517
Short-term debt	266,892			—			490,129			—			618,236			—			306,271			—			264,475			—			286,011			—
Long-term debt	1,133,544			—			743,733			—			743,518			—			1,131,796			—			1,133,165			—			1,133,928			—
Shareholders' equity	5,086,383			1,222,348			4,055,552			323,885			4,283,302			586,587			5,053,416			1,075,722			4,566,861			680,894			4,877,758			1,071,536

Book value per diluted share	41.94			10.08			32.71			2.62			34.21			4.68			42.55			9.06			37.76			5.63			39.87			8.76
Debt to capitalization⁽³⁾	21.6		%	(5.0		)%	23.3		%	(1.5		)%	24.1		%	(2.8		)%	22.2		%	(4.4		)%	23.4		%	(3.1		)%	22.5		%	(4.6		)%

Diluted shares outstanding⁽⁴⁾	121,271						123,996						125,202						118,764						120,958						122,347
Actual shares outstanding	118,895						122,370						123,717						116,259						118,031						119,853

(1) Amount added to (deducted from) comprehensive income to produce the stated GAAP item, per accounting rule ASC 320-10-35-1.

(2) Includes the value of insurance purchased.

(3) Torchmark’s debt covenants require that the effect of this accounting rule be removed to determine this ratio. This ratio is computed by dividing total debt by the sum of total debt and shareholders’ equity.

~~(4) The 2016 diluted shares outstanding was adjusted to exclude excess tax benefits from the assumed proceeds in the diluted share calculation as a result of the prospective adoption of ASU 2016-09.~~

Interest coverage was ~~10.5~~10.4 times in the ~~2016 nine months,~~first six month of 2017, compared with ~~11.3~~10.3 times in the ~~2015~~2016 period. Interest coverage is computed by dividing interest expense into the sum of pretax income and interest expense.

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Cautionary Statements

We caution readers regarding certain forward-looking statements contained in the previous discussion and elsewhere in this document, and in any other statements made by, or on behalf of Torchmark whether or not in future filings with the Securities and Exchange Commission. Any statement that is not a historical fact or that might otherwise be considered an opinion or projection concerning Torchmark or its business, whether express or implied, is meant as and should be considered a forward-looking statement. Such statements represent management’s opinions concerning future operations, strategies, financial results or other developments. We specifically disclaim any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise.

Forward-looking statements are based upon estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control. If these estimates or assumptions prove to be incorrect, the actual results of Torchmark may differ materially from the forward-looking statements made on the basis of such estimates or assumptions. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments, which may be national in scope, related to the insurance industry generally, or applicable to Torchmark specifically. Such events or developments could include, but are not necessarily limited to:


1)	~~Changing general economic~~Economic and other conditions leading to unexpected changes in lapse rates and/or sales of our policies, as well as levels of mortality, morbidity, and utilization of health care services that differ from Torchmark’s assumptions;


2)	Regulatory developments, including changes in governmental regulations (particularly those impacting taxes and changes to the Federal Medicare program that would affect Medicare ~~Supplement and Medicare Part D insurance)~~Supplement);


3)	Market trends in the senior-aged health care industry that provide alternatives to traditional Medicare (such as Health Maintenance Organizations and other managed care or private plans) and that could affect the sales of traditional Medicare Supplement insurance;


4)	Interest rate changes that affect product sales and/or investment portfolio yield;


5)	General economic, industry sector or individual debt issuers’ financial conditions that may affect the current market value of securities we own, or that may impair an issuer’s ability to make principal and/or interest payments due on those securities;


6)	Changes in pricing competition;


7)	Litigation results;


8)	Levels of administrative and operational efficiencies that differ from our assumptions;


9)	~~Our inability~~The ability to obtain timely and appropriate premium rate increases for health insurance policies ~~due to regulatory delay;~~from our regulators;


10)	The customer response to new products and marketing initiatives; ~~and~~


11)	Reported amounts in the financial statements which are based on management’s estimates and judgments which may differ from the actual amounts ultimately ~~realized.~~realized; and


12)	Compromise by a malicious actor or other event that causes a loss of secure data from, or inaccessibility to, our computer and other information technology systems.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no quantitative or qualitative changes with respect to market risk exposure during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~

2017.

Item 4. Controls and Procedures

Torchmark, under the direction of the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, has established disclosure controls and procedures that are designed to ensure that information required to be disclosed by Torchmark in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to Torchmark’s management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

As of the end of the fiscal quarter completed ~~September~~June 30, ~~2016,~~2017, an evaluation was performed under the supervision and with the participation of Torchmark management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, of Torchmark’s disclosure controls and procedures (as those terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon their evaluation, the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer have concluded that Torchmark’s disclosure controls and procedures are effective as of the date of this Form 10-Q. In compliance with Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), each of these officers executed a Certification included as an exhibit to this Form 10-Q.

~~As of the date of this Form 10-Q for~~For the quarter ended ~~September~~June 30, ~~2016,~~2017, there have not been any changes in Torchmark’s internal control over financial reporting or in other factors that could significantly affect this control over financial reporting subsequent to the date of their evaluation which have materially affected, or are reasonably likely to materially affect, Torchmark’s internal control over financial reporting. No material weaknesses in such internal controls were identified in the evaluation and as a consequence, no corrective action was required to be taken.

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Part II – Other Information

Item 1. Legal Proceedings

Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, including claims involving tax matters, alleged breaches of contract, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s subsidiaries, employment discrimination, and miscellaneous other causes of action. Based upon information presently available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries, management does not believe that such litigation will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future. This bespeaks caution, particularly in states with reputations for high punitive damage verdicts. Torchmark’s management recognizes that large punitive damage awards bearing little or no relation to actual damages continue to be awarded by juries in jurisdictions in which Torchmark and its subsidiaries have substantial business, creating the potential for unpredictable material adverse judgments in any given punitive damage suit.

Torchmark subsidiaries are currently the subject of audits regarding the identification, reporting and escheatment of unclaimed property arising from life insurance policies and a limited number of annuity contracts. These audits are being conducted by private entities that have contracted with forty-eight various states through their respective Departments of Revenue, and have not resulted in any financial assessment from any state nor indicated any liability. The audits are wide-ranging and seek large amounts of data regarding claims handling, procedures and payments of contract benefits arising from unreported death claims. No estimate of range can be made at this time for loss contingencies related to possible administrative penalties or amounts that could be payable to the states for the escheatment of abandoned property.

Item 1A. Risk Factors

Torchmark ~~has~~ had no material changes to its risk factors.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Period
(a) Total Number
of Shares
Purchased

(b) Average
Price Paid
Per Share

(c) Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs

(d) Maximum Number
of Shares (or
Approximate Dollar
Amount) that May
Yet Be Purchased
Under the Plans or
Programs
July 1-31, 2016 223,768
$ 61.10
223,768

August 1-31, 2016 841,859
62.07
841,859

September 1-30, 2016 659,228
64.40
659,228



Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares (or Approximate Dollar Amount) that May Yet Be Purchased Under the Plans or Programs
April 1-30, 2017	433,840	$	76.46	433,840
May 1-31, 2017	644,000	75.67		644,000
June 1-30, 2017	106,870	76.12		106,870

At its August ~~4, 2016 meeting,~~7, 2017meeting, the Board of Directors reaffirmed the Company’s share repurchase program in amounts and with timing that management, in consultation with the Board, determines to be in the best interest of the Company. The program has no defined expiration date or maximum shares to be repurchased.

Item 6. Exhibits


(a)	Exhibits



(31.1)		Rule 13a-14(a)/15d-14(a) Certification by Larry M. Hutchison
(31.2)		Rule 13a-14(a)/15d-14(a) Certification by Gary L. Coleman
(31.3)		Rule 13a-14(a)/15d-14(a) Certification by Frank M. Svoboda
(32.1)		Section 1350 Certification by Larry M. Hutchison, Gary L. Coleman, and Frank M. Svoboda
(101)		Interactive Data Files for the Torchmark Corporation Form 10-Q for the period ended ~~September~~June 30, ~~2016~~2017

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SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			TORCHMARK CORPORATION

Date: ~~November 4, 2016~~August 8, 2017			/s/ Gary L. Coleman
			Gary L. Coleman
			Co-Chairman and Chief Executive Officer

Date: ~~November 4, 2016~~August 8, 2017			/s/ Larry M. Hutchison
			Larry M. Hutchison
			Co-Chairman and Chief Executive Officer

Date: ~~November 4, 2016~~August 8, 2017			/s/ Frank M. Svoboda
			Frank M. Svoboda
			Executive Vice President and Chief Financial Officer

5150