UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~June 30, ~~2015~~2016

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

For the transition period from to

Commission File Number 00~~1-11339~~

001-11339

PROTECTIVE LIFE CORPORATION

(Exact name of registrant as specified in its charter)

~~DELAWARE~~		~~95-2492236~~

DELAWARE	95-2492236
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

2801 HIGHWAY 280 SOUTH

BIRMINGHAM, ALABAMA 35223

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code (205) 268-1000

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~~(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 xý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xý No o

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



Large accelerated filer xo		Accelerated Filer o

Non-accelerated filer ox		Smaller Reporting Company o

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

Number of shares of Common Stock, $0.01 Par Value, outstanding as of ~~October 29, 2015:~~July 25, 2016: 1,000

Table of Contents

PROTECTIVE LIFE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2015~~2016

TABLE OF CONTENTS

PART I

			~~Page~~

		Page
Item 1.	Financial Statements (unaudited):
	Consolidated Condensed Statements of Income For The Three and Six Months Ended ~~September~~June 30, 2016 (Successor Company), For The Three Months Ended June 30, 2015 ~~(Successor Company),~~and the Period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and the Period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, and For The Three and Nine Months Ended September 30, 2014 (Predecessor Company)~~	3 2
	Consolidated Condensed Statements of Comprehensive Income (Loss) For The Three and Six Months Ended ~~September~~June 30, 2016 (Successor Company), For The Three Months Ended June 30, 2015 ~~(Successor Company),~~and the Period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and the Period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, and For The Three and Nine Months Ended September 30, 2014 (Predecessor Company)~~	4
	Consolidated Condensed Balance Sheets as of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company)	5
	Consolidated Condensed Statement of Shareowner’s Equity ~~for~~For The Six Months Ended June 30, 2016 (Successor Company)	7
	Consolidated Condensed Statements of Cash Flows For The Six Months Ended June 30, 2016 (Successor Company), the Period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and ~~for~~ the Period of January 1, 2015 to January 31, 2015 (Predecessor Company)	7 8
	Consolidated Condensed Statements of Cash Flows for the Period of February 1, 2015 to September 30, 2015 (Successor Company), the Period of January 1, 2015 to January 31, 2015 (Predecessor Company), and For The Nine Months Ended September 30, 2014 (Predecessor Company)	8
	Notes to Consolidated Condensed Financial Statements	9 10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	80 65
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~155~~ 124
Item 4.	Controls and Procedures	~~155~~ 124

PART II

~~Item 1.~~	~~Legal Proceedings~~	~~156~~
Item 1A.	Risk Factors	~~157~~ 124
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~167~~ 131
Item 6.	Exhibits	~~168~~ 132
	Signature	~~169~~ 133

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

Successor Company Predecessor Company

For The Three
Months Ended
June 30, 2016

For The Three
Months Ended
June 30, 2015

For The Six
Months Ended
June 30, 2016
February 1, 2015
to
June 30, 2015 January 1, 2015
to
January 31, 2015
(Dollars In Thousands)
(Dollars In Thousands,
Except Per Share
Amounts)
Revenues

Premiums and policy fees $ 857,948
$ 832,088
$ 1,710,743
$ 1,341,096
$ 261,866
Reinsurance ceded (336,605 ) (345,244 ) (646,932 ) (486,645 ) (89,956 )
Net of reinsurance ceded 521,343
486,844

1,063,811
854,451

171,910
Net investment income 488,460
436,291
963,577
725,163
175,180
Realized investment gains (losses):

Derivative financial instruments (83,366 ) 94,603
(156,865 ) 128,244
(123,274 )
All other investments 88,783
(102,337 ) 170,511
(137,393 ) 81,153
Other-than-temporary impairment losses (5,527 ) (13,395 ) (8,296 ) (13,395 ) (636 )
Portion recognized in other comprehensive income (before taxes) 4,560
7,661
4,712
7,661
155
Net impairment losses recognized in earnings (967 ) (5,734 )
(3,584 ) (5,734 )
(481 )
Other income 102,148
109,094
205,864
176,357
36,421
Total revenues 1,116,401
1,018,761

2,243,314
1,741,088

340,909
Benefits and expenses

Benefits and settlement expenses, net of reinsurance ceded: (three and six months: 2016 Successor - $276,294 and $576,167); (2015 Successor - $303,743 and $420,951) (2015 Predecessor - $87,674) 713,697
694,606
1,428,242
1,180,905
267,287
Amortization of deferred policy acquisition costs and value of business acquired 20,761
40,094
51,507
67,991
4,072
Other operating expenses, net of reinsurance ceded: (three and six months: 2016 Successor - $50,950 and $99,261); (2015 Successor - $49,741 and $84,777); (2015 Predecessor - $35,036) 213,282
187,151
423,062
302,455
68,368
Total benefits and expenses 947,740
921,851

1,902,811
1,551,351

339,727
Income before income tax 168,661
96,910
340,503
189,737
1,182
Income tax expense (benefit) 56,541
33,070
113,035
63,036
(327 )
Net income $ 112,120
$ 63,840

$ 227,468
$ 126,701

$ 1,509

Net income - basic

$ 0.02
Net income - diluted

$ 0.02
Cash dividends paid per share

$ —

Average shares outstanding - basic

80,452,848
Average shares outstanding - diluted

81,759,287

Table of Contents

~~(Unaudited)~~

Successor Company

Predecessor Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands, Except Per Share Amounts)

Revenues

Premiums and policy fees

$
797,741

$
2,138,837

$
261,866

$
759,038

$
2,426,736

Reinsurance ceded

(306,774
)
(793,419
)

(89,956
)
(277,136
)
(947,817
)
Net of reinsurance ceded

490,967

1,345,418

171,910

481,902

1,478,919

Net investment income

440,620

1,165,783

175,180

558,174

1,647,153

Realized investment gains (losses):

Derivative financial instruments

(74,590
)
53,654

(123,274
)
3,781

(191,495
)
All other investments

5,348

(132,045
)

81,153

1,194

153,456

Other-than-temporary impairment losses

(14,906
)
(28,301
)

(636
)
(1,142
)
(2,026
)
Portion recognized in other comprehensive income (before taxes)

4,842

12,503

155

(1,212
)
(3,379
)
Net impairment losses recognized in earnings

(10,064
)
(15,798
)

(481
)
(2,354
)
(5,405
)
Other income

108,312

284,669

36,421

105,389

311,359

Total revenues

960,593

2,701,681

340,909

1,148,086

3,393,987

Benefits and expenses

Benefits and settlement expenses, net of reinsurance ceded: (2015 Successor - $266,287 and $687,238); (2015 Predecessor - $87,674; 2014 Predecessor - three months: $217,641; nine months: $851,028)

676,181

1,857,086

267,287

630,285

2,106,620

Amortization of deferred policy acquisition costs and value of business acquired

8,722

76,713

4,072

134,918

242,031

Other operating expenses, net of reinsurance ceded: (2015 Successor - $49,717 and $134,494) (2015 Predecessor - $35,036; 2014 Predecessor - three months: $49,196; nine months: $139,507)

188,430

490,885

68,368

198,000

573,038

Total benefits and expenses

873,333

2,424,684

339,727

963,203

2,921,689

Income before income tax

87,260

276,997

1,182

184,883

472,298

Income tax expense (benefit)

26,853

89,889

(327
)
65,974

161,773

Net income

$
60,407

$
187,108

$
1,509

$
118,909

$
310,525

Net income - basic

$
0.02

$
1.48

$
3.88

Net income - diluted

$
0.02

$
1.46

$
3.82

Cash dividends paid per share

$
—

$
0.24

$
0.68

Average shares outstanding - basic

80,452,848

80,231,591

79,942,018

Average shares outstanding - diluted

81,759,287

81,458,870

81,261,249

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

Successor Company

Predecessor Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Net income

$
60,407

$
187,108

$
1,509

$
118,909

$
310,525

Other comprehensive income (loss):

Change in net unrealized gains (losses) on investments, net of income tax: (2015 Successor - $(25,289) and $(506,947)); (2015 Predecessor - $259,738; 2014 Predecessor - three months: $(44,766); nine months: $431,299)

(46,966
)
(941,473
)

482,370

(83,138
)
800,982

Reclassification adjustment for investment amounts included in net income, net of income tax: (2015 Successor - $3,961 and $4,661); (2015 Predecessor - $(2,244); 2014 Predecessor - three months: $(7,446); nine months: $(16,027))

7,356

8,657

(4,166
)
(13,827
)
(29,763
)
Change in net unrealized gains (losses) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (2015 Successor - $781 and $(1,677)); (2015 Predecessor - $(131); 2014 Predecessor - three months: $561; nine months: $2,419)

1,451

(3,115
)

(243
)
1,044

4,494

Change in accumulated (loss) gain - derivatives, net of income tax: (2015 Successor - $0 and $(45)); (2015 Predecessor - $5; 2014 Predecessor - three months: $(22); nine months: $(31))

—

(86
)

9

(41
)
(58
)
Reclassification adjustment for derivative amounts included in net income, net of income tax: (2015 Successor - $0 and $45); (2015 Predecessor - $13; 2014 Predecessor - three months: $103; nine months: $552)

—

86

23

190

1,025

Change in postretirement benefits liability adjustment, net of income tax: (2015 Successor - $0 and $0); (2015 Predecessor - $(6,475); 2014 Predecessor - three months: $631; nine months: $1,895)

—

—

(12,025
)
1,173

3,520

Total other comprehensive income (loss)

(38,159
)
(935,931
)

465,968

(94,599
)
780,200

Total comprehensive income (loss)

$
22,248

$
(748,823
)

$
467,477

$
24,310

$
1,090,725



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Net income	$	112,120		$	63,840		$	227,468		$	126,701		$	1,509
Other comprehensive income (loss):
Change in net unrealized gains (losses) on investments, net of income tax: (three and six months 2016 Successor - $314,161 and $550,511); (2015 Successor - $(324,302) and $(481,657)); (2015 Predecessor - $259,738)	583,441			(602,274		)	1,022,377			(894,507		)	482,370
Reclassification adjustment for investment amounts included in net income, net of income tax: (three and six months 2016 Successor - $(5,588) and $(6,616); (2015 Successor - $831 and $700); (2015 Predecessor - $(2,244))	(10,377		)	1,543			(12,287		)	1,301			(4,166		)
Change in net unrealized gains (losses) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (three and six months 2016 Successor - $(1,543) and $(1,384)); (2015 Successor - $(2,458) and $(2,458)); (2015 Predecessor - $(131))	(2,866		)	(4,566		)	(2,572		)	(4,566		)	(243		)
Change in accumulated (loss) gain - derivatives, net of income tax: (2015 Successor - $12 and $0); (2015 Predecessor - $5)	—			23			—			—			9
Reclassification adjustment for derivative amounts included in net income, net of income tax: (2015 Successor - $(31) and $0); (2015 Predecessor - $13)	—			(59		)	—			—			23
Change in postretirement benefits liability adjustment, net of income tax: (2015 Predecessor - $(6,475))	—			—			—			—			(12,025		)
Total other comprehensive income (loss)	570,198			(605,333		)	1,007,518			(897,772		)	465,968
Total comprehensive income (loss)	$	682,318		$	(541,493	)	$	1,234,986		$	(771,071	)	$	467,477

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Assets

Fixed maturities, at fair value (amortized cost: 2015 Successor - $37,851,257; 2014 Predecessor - $33,738,242)

$
35,639,529

$
36,775,989

Fixed maturities, at amortized cost (fair value: 2015 Successor - $518,363; 2014 Predecessor - $485,422)

579,329

435,000

Equity securities, at fair value (cost: 2015 Successor - $732,403; 2014 Predecessor - $778,744)

724,477

803,230

Mortgage loans (related to securitizations: 2015 Successor - $382,738; 2014 Predecessor - $455,250)

5,728,237

5,133,780

Investment real estate, net of accumulated depreciation (2015 Successor - $86; 2014 Predecessor - $246)

7,515

5,918

Policy loans

1,706,402

1,758,237

Other long-term investments

661,779

514,639

Short-term investments

238,658

250,645

Total investments

45,285,926

45,677,438

Cash

663,313

379,411

Accrued investment income

483,720

474,522

Accounts and premiums receivable

69,398

84,458

Reinsurance receivables

5,581,753

6,106,113

Deferred policy acquisition costs and value of business acquired

1,466,342

3,294,570

Goodwill

735,712

102,365

Other intangibles, net of accumulated amortization (2015 Successor - $27,541)

655,459

—

Property and equipment, net of accumulated depreciation (2015 Successor - $5,930; 2014 Predecessor - $118,487)

104,089

52,853

Other assets

144,862

316,207

Assets related to separate accounts

Variable annuity

12,646,751

13,157,429

Variable universal life

792,800

834,940

Total assets

$
68,630,125

$
70,480,306



	Successor Company
	As of June 30, 2016		As of December 31, 2015
	(Dollars In Thousands)
Assets
Fixed maturities, at fair value (amortized cost: Successor 2016 - $39,456,317; 2015 - $38,457,049)	$	38,852,025	$	35,573,250
Fixed maturities, at amortized cost (fair value: Successor 2016 - $2,853,788; 2015 - $515,000)	2,779,280		593,314
Equity securities, at fair value (cost: Successor 2016 - $718,409; 2015 - $732,485)	739,709		739,263
Mortgage loans (related to securitizations: Successor 2016 - $305,373; 2015 - $359,181)	5,748,675		5,662,812
Investment real estate, net of accumulated depreciation (Successor 2016 - $173; 2015 - $133)	7,028		11,118
Policy loans	1,670,218		1,699,508
Other long-term investments	919,809		622,567
Short-term investments	286,201		268,718
Total investments	51,002,945		45,170,550
Cash	428,519		396,072
Accrued investment income	480,204		473,598
Accounts and premiums receivable	258,369		62,459
Reinsurance receivables	5,447,828		5,536,751
Deferred policy acquisition costs and value of business acquired	1,890,984		1,558,808
Goodwill	732,443		732,443
Other intangibles, net of accumulated amortization (Successor 2016 - $58,531; 2015 - $37,869)	625,143		645,131
Property and equipment, net of accumulated depreciation (Successor 2016 - $12,859; 2015 - $8,277)	103,466		102,865
Other assets	162,131		153,222
Income tax receivable	13,761		—
Assets related to separate accounts
Variable annuity	12,891,214		12,829,188
Variable universal life	831,818		827,610
Total assets	$	74,868,825	$	68,488,697

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(continued)

(Unaudited)

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Liabilities

Future policy benefits and claims

$
29,734,838

$
29,944,890

Unearned premiums

735,215

1,574,077

Total policy liabilities and accruals

30,470,053

31,518,967

Stable value product account balances

1,914,093

1,959,488

Annuity account balances

10,754,799

10,950,729

Other policyholders’ funds

1,128,486

1,430,325

Other liabilities

1,768,049

1,621,168

Income tax payable

48,887

23,901

Deferred income taxes

1,117,860

1,545,478

Non-recourse funding obligations

670,994

582,404

Repurchase program borrowings

455,718

50,000

Debt

1,605,796

1,300,000

Subordinated debt securities

450,603

540,593

Liabilities related to separate accounts

Variable annuity

12,646,751

13,157,429

Variable universal life

792,800

834,940

Total liabilities

63,824,889

65,515,422

Commitments and contingencies - Note 11

Shareowner’s equity

Preferred Stock; (Predecessor) $1 par value, shares authorized: 4,000,000; Issued: None

Common Stock, 2015 (Successor) and 2014 (Predecessor) - $.01 par value and $.50 par value; shares authorized: 5,000 and 160,000,000; shares issued: 1,000 and 88,776,960, respectively

—

44,388

Additional paid-in-capital

5,554,059

606,125

Treasury stock, at cost (2014 Predecessor - 9,435,255 shares)

—

(185,705
)
Retained earnings

187,108

3,082,000

Accumulated other comprehensive income (loss):

Net unrealized gains (losses) on investments, net of income tax: (2015 Successor - $(502,286); 2014 Predecessor - $796,960)

(932,816
)

1,480,068

Net unrealized (losses) gains relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (2015 Successor - $(1,677); 2014 Predecessor - $2,208)

(3,115
)

4,101

Accumulated loss - derivatives, net of income tax: (2015 Successor - $0; 2014 Predecessor - $(45))

—

(82
)
Postretirement benefits liability adjustment, net of income tax: (2015 Successor - $0; 2014 Predecessor - $(35,545))

—

(66,011
)
Total shareowner’s equity

4,805,236

4,964,884

Total liabilities and shareowner’s equity

$
68,630,125

$
70,480,306



	Successor Company
	As of June 30, 2016			As of December 31, 2015
	(Dollars In Thousands)
Liabilities
Future policy benefits and claims	$	30,591,043		$	29,703,897
Unearned premiums	745,312			723,536
Total policy liabilities and accruals	31,336,355			30,427,433
Stable value product account balances	2,838,674			2,131,822
Annuity account balances	10,678,701			10,719,862
Other policyholders’ funds	1,354,970			1,069,572
Other liabilities	2,636,695			1,693,310
Income tax payable	—			49,957
Deferred income taxes	1,707,863			997,281
Non-recourse funding obligations	2,863,409			685,684
Repurchase program borrowings	160,000			438,185
Debt	1,397,236			1,588,806
Subordinated debt securities	445,023			448,763
Liabilities related to separate accounts
Variable annuity	12,891,214			12,829,188
Variable universal life	831,818			827,610
Total liabilities	69,141,958			63,907,473
Commitments and contingencies - Note 13	0			0
Shareowner’s equity
Common Stock, Successor: 2016 and 2015 - $0.01 par value; shares authorized: 5,000; shares issued: 1,000	—			—
Additional paid-in-capital	5,554,059			5,554,059
Treasury stock, at cost	—			—
Retained earnings	406,424			268,299
Accumulated other comprehensive income (loss):
Net unrealized gains (losses) on investments, net of income tax: (Successor 2016 - $(127,390); 2015 - $(671,285))	(236,582		)	(1,246,672		)
Net unrealized (losses) gains relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (Successor 2016 - $(1,596); 2015 - $(212))	(2,965		)	(393		)
Postretirement benefits liability adjustment, net of income tax: (Successor 2016 - $3,194; 2015 - $3,194)	5,931			5,931
Total shareowner’s equity	5,726,867			4,581,224
Total liabilities and shareowner’s equity	$	74,868,825		$	68,488,697

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF SHAREOWNER’S EQUITY

(Unaudited)

Accumulated

Additional

Other

Total

Common

Paid-In-

Treasury

Retained

Comprehensive

Shareowner’s

Stock

Capital

Stock

Earnings

Income

equity

(Dollars In Thousands)

Predecessor Company

Balance, December 31, 2014

$
44,388

$
606,125

$
(185,705
)
$
3,082,000

$
1,418,076

$
4,964,884

Net income for the period of January 1, 2015 to January 31, 2015

1,509

1,509

Other comprehensive income

465,968

465,968

Comprehensive income for the period of January 1, 2015 to January 31, 2015

467,477

Stock-based compensation

1,550

1,550

Balance, January 31, 2015

$
44,388

$
607,675

$
(185,705
)
$
3,083,509

$
1,884,044

$
5,433,911

Accumulated

Additional

Other

Total

Common

Paid-In-

Treasury

Retained

Comprehensive

Shareowner’s

Stock

Capital

Stock

Earnings

Income (Loss)

equity

(Dollars In Thousands)

Successor Company

Balance, February 1, 2015

$
—

$
5,554,059

$
—

$
—

$
—

$
5,554,059

Net income for the period of February 1, 2015 to September 30, 2015

187,108

187,108

Other comprehensive loss

(935,931
)
(935,931
)
Comprehensive loss for the period of February 1, 2015 to September 30, 2015

(748,823
)
Balance, September 30, 2015

$
—

$
5,554,059

$
—

$
187,108

$
(935,931
)
$
4,805,236



	Common Stock		Additional Paid-In- Capital		Treasury Stock		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareowner’s equity
	(Dollars In Thousands)
Successor Company
Balance, December 31, 2015	$	—	$	5,554,059	$	—	$	268,299		$	(1,241,134	)	$	4,581,224
Net income for the six months ended June 30, 2016							227,468						227,468
Other comprehensive income										1,007,518			1,007,518
Comprehensive income for the six months ended June 30, 2016													1,234,986
Dividends to parent							(89,343		)				(89,343		)
Balance, June 30, 2016	$	—	$	5,554,059	$	—	$	406,424		$	(233,616	)	$	5,726,867

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Successor

Predecessor

Company

Company

February 1, 2015

January 1, 2015

For The Nine

to

to

Months Ended

September 30, 2015

January 31, 2015

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Cash flows from operating activities

Net income

$
187,108

$
1,509

$
310,525

Adjustments to reconcile net income to net cash provided by operating activities:

Realized investment losses (gains)

94,189

42,602

43,444

Amortization of DAC and VOBA

76,713

4,072

242,031

Capitalization of deferred policy acquisition costs

(207,309
)

(22,489
)
(215,616
)
Depreciation and amortization expense

35,194

820

5,687

Deferred income tax

86,315

30,791

8,390

Accrued income tax

64,345

(32,803
)
(11,220
)
Interest credited to universal life and investment products

521,760

79,088

663,117

Policy fees assessed on universal life and investment products

(756,276
)

(90,288
)
(729,929
)
Change in reinsurance receivables

142,267

(85,081
)
42,565

Change in accrued investment income and other receivables

11,103

(5,789
)
(28,297
)
Change in policy liabilities and other policyholders’ funds of traditional life and health products

(147,891
)

176,980

12,184

Trading securities:

Maturities and principal reductions of investments

90,548

17,946

71,646

Sale of investments

107,035

26,422

187,829

Cost of investments acquired

(174,455
)

(27,289
)
(160,134
)
Other net change in trading securities

66,189

(26,901
)
(43,699
)
Amortization of premiums and accretion of discounts on investments and mortgage loans

288,181

12,930

64,549

Change in other liabilities

(182,029
)

238,592

220,160

Other income - gains on repurchase of non-recourse funding obligations

—

—

(4,587
)
Other, net

(58,886
)

(149,889
)
(73,142
)
Net cash provided by operating activities

244,101

191,223

605,503

Cash flows from investing activities

Maturities and principal reductions of investments, available-for-sale

756,207

59,028

941,989

Sale of investments, available-for-sale

1,154,825

191,062

1,465,632

Cost of investments acquired, available-for-sale

(2,337,182
)

(149,887
)
(3,056,904
)
Change in investments, held-to-maturity

(50,000
)

—

(50,000
)
Mortgage loans:

New lendings

(1,101,820
)

(100,530
)
(649,125
)
Repayments

894,164

45,741

908,364

Change in investment real estate, net

(59
)

7

6,048

Change in policy loans, net

45,470

6,365

48,516

Change in other long-term investments, net

(79,030
)

(25,339
)
(69,778
)
Change in short-term investments, net

22,313

(40,314
)
(26,392
)
Net unsettled security transactions

(30,877
)

37,510

8,243

Purchase of property and equipment

(5,855
)

(649
)
(6,223
)
Payments for business acquisitions

—

—

(906
)
Net cash (used in) provided by investing activities

(731,844
)

22,994

(480,536
)
Cash flows from financing activities

Borrowings under line of credit arrangements and debt

195,000

—

190,000

Principal payments on line of credit arrangement and debt

(193,093
)

(60,000
)
(395,000
)
Issuance (repayment) of non-recourse funding obligations

50,000

—

31,651

Repurchase program borrowings

405,718

—

9,804

Dividends to shareowners

—

—

(53,668
)
Investment product deposits and change in universal life deposits

1,951,647

169,233

2,415,424

Investment product withdrawals

(1,720,926
)

(240,147
)
(2,461,200
)
Other financing activities, net

—

(4
)
(33
)
Net cash provided by (used in) financing activities

688,346

(130,918
)
(263,022
)
Change in cash

200,603

83,299

(138,055
)
Cash at beginning of period

462,710

379,411

466,542

Cash at end of period

$
663,313

$
462,710

$
328,487



	Successor Company						Predecessor Company
	For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)						(Dollars In Thousands)
Cash flows from operating activities
Net income	$	227,468		$	126,701		$	1,509
Adjustments to reconcile net income to net cash provided by operating activities:
Realized investment (gains) losses	(10,062		)	14,883			42,602
Amortization of DAC and VOBA	51,507			67,991			4,072
Capitalization of DAC	(162,363		)	(130,347		)	(22,489		)
Depreciation and amortization expense	27,008			20,922			820
Deferred income tax	168,049			16,056			30,791
Accrued income tax	(63,718		)	117,041			(32,803		)
Interest credited to universal life and investment products	365,702			422,093			79,088
Policy fees assessed on universal life and investment products	(633,366		)	(491,769		)	(90,288		)
Change in reinsurance receivables	88,923			110,125			(85,081		)
Change in accrued investment income and other receivables	(30,069		)	15,831			(5,789		)
Change in policy liabilities and other policyholders’ funds of traditional life and health products	(180,674		)	(153,073		)	176,980
Trading securities:
Maturities and principal reductions of investments	54,710			40,104			17,946
Sale of investments	299,517			78,302			26,422
Cost of investments acquired	(331,920		)	(135,770		)	(27,289		)
Other net change in trading securities	31,036			83,770			(26,901		)
Amortization of premiums and accretion of discounts on investments and mortgage loans	197,319			177,658			12,930
Change in other liabilities	274,971			(228,189		)	238,592
Other, net	(43,897		)	(27,763		)	(149,889		)
Net cash provided by operating activities	$	330,141		$	124,566		$	191,223

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(continued)

Successor Company Predecessor Company
For The Six Months Ended June 30, 2016 February 1, 2015
to
June 30, 2015 January 1, 2015
to
January 31, 2015
(Dollars In Thousands) (Dollars In Thousands)
Cash flows from investing activities

Maturities and principal reductions of investments, available-for-sale $ 630,133
$ 202,371
$ 59,028
Sale of investments, available-for-sale 1,212,879
2,051,567
191,062
Cost of investments acquired, available-for-sale (2,852,940 ) (2,593,859 ) (149,887 )
Change in investments, held-to-maturity (2,188,000 ) (35,000 ) —
Mortgage loans:

New lendings (575,386 ) (637,908 ) (100,530 )
Repayments 457,181
510,580
45,741
Change in investment real estate, net 3,883
52
7
Change in policy loans, net 29,290
32,008
6,365
Change in other long-term investments, net (65,499 ) (154,537 ) (25,339 )
Change in short-term investments, net (41,017 ) 34,946
(40,314 )
Net unsettled security transactions 112,433
(46,266 ) 37,510
Purchase of property and equipment (8,282 ) (2,444 ) (649 )
Amounts received from reinsurance transaction 325,800
—
—
Net cash (used in) provided by investing activities $ (2,959,525 ) $ (638,490 ) $ 22,994
Cash flows from financing activities

Borrowings under line of credit arrangements and debt $ 100,000
$ 155,000
$ —
Principal payments on line of credit arrangement and debt (258,763 ) (119,399 ) (60,000 )
Issuance (repayment) of non-recourse funding obligations 2,176,700
35,000
—
Repurchase program borrowings (278,185 ) 552,213
—
Dividends to shareowners (89,343 ) —
—
Investment product deposits and change in universal life deposits 2,219,455
1,222,581
169,233
Investment product withdrawals (1,208,033 ) (1,225,576 ) (240,147 )
Other financing activities, net —
171
(4 )
Net cash provided by (used in) financing activities $ 2,661,831
$ 619,990
$ (130,918 )
Change in cash 32,447
106,066
83,299
Cash at beginning of period 396,072
462,710
379,411
Cash at end of period $ 428,519
$ 568,776
$ 462,710

See Notes to Consolidated Condensed Financial Statements

Table of Contents

PROTECTIVE LIFE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

~~(Unaudited)~~

1.BASIS OF PRESENTATION

Basis of Presentation

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

~~The~~In conjunction with the Merger, ~~was accounted for by~~ the ~~Company under the acquisition method of accounting under ASC Topic 805~~ ~~Business Combinations~~~~. In accordance with ASC Topic 805-20-30, all identifiable assets acquired and liabilities assumed were measured at fair value as of the acquisition date. The~~ Company elected to apply “pushdown” accounting by applying the guidance allowed by ASC Topic 805, Business Combinations, including the initial recognition of most of the Company’s assets and liabilities at fair value as of the acquisition date, and similarly recognizing goodwill calculated based on the terms of the transaction and the fair value of the new basis of net assets of the Company. The new basis of accounting will be the basis of the accounting records for assets and liabilities held at the acquisition date in the preparation of future financial statements and related disclosures after the Merger date. Goodwill of $735.7 million was recorded as of the acquisition date which represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in the Merger, and reflects the Company’s assembled workforce, future growth potential and other sources of value not associated with identifiable assets.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the interim periods presented herein. Such accounting principles differ from statutory reporting practices used by insurance companies in reporting to state regulatory authorities. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements reflect all adjustments (consisting only of normal recurring items) necessary for a fair statement of the results for the interim periods presented. Operating results for the three and six months ended ~~September~~June 30, ~~2015~~2016 (Successor ~~Company), the period of February 1, 2015 to September 30, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company) are not necessarily indicative of the results of operations that may be expected for the year ending December 31, ~~2015~~2016 (Successor Company). The year-end consolidated condensed financial data included herein was derived from audited financial statements but does not include all disclosures required by GAAP within this report. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company).

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

~~Reclassifications~~

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

Entities Included

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

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

For a full description of significant accounting policies, see Note 2 to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company). ~~Other than the accounting matters resulting from the application of pushdown accounting in connection with ASC Topic 805, the Company did not make~~There were no significant changes to the Company's accounting policies during the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015 (Successor Company) except as noted below.~~

~~Intangible Assets~~

Intangible assets with definite lives are amortized over the estimated useful life of the asset and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Amortizable intangible assets primarily consist of distribution relationships, trade names, and technology. Intangible assets with indefinite lives, primarily insurance licenses, are not amortized, but are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

~~Value of~~ ~~Business Acquired~~

In conjunction with the Merger, a portion of the purchase price was allocated to the right to receive future gross profits from cash flows and earnings of the Company’s insurance policies and investment contracts as of the date of the Merger. This intangible asset, called value of business acquired (“VOBA”), is based on the actuarially estimated present value of future cash flows from the Company’s insurance policies and investment contracts in-force on the date of the Merger. The estimated present value of future cash flows used in the calculation of the VOBA is based on certain assumptions, including mortality, persistency, expenses, and interest rates that the Company expects to experience in future years. The Company amortizes VOBA in proportion to gross premiums for traditional life products, or estimated gross margins (“EGMs”) for participating traditional life products within the MONY block. For interest sensitive products, the Company uses various amortization bases including expected gross profits (“EGPs”), revenues, or insurance in-force.

~~Goodwill~~

Goodwill of $735.7 million was recognized in conjunction with the Merger as the excess of the purchase considerations over the fair value of identifiable assets acquired and liabilities assumed. The balance recognized as goodwill is not amortized, but is reviewed for impairment on an annual basis, or more frequently as events or circumstances may warrant, including those circumstances which would more likely than not reduce the fair value of the Company’s reporting units below its carrying amount.

~~Property and Equipment~~

In conjunction with the Merger, property and equipment was recorded at fair value and will be depreciated from this basis in future periods based on the respective estimated useful lives. Real estate assets were recorded at appraised values as of the acquisition date. The Company has estimated the remaining useful life of the home office building to be 25 years. Land is not depreciated.

~~The carrying amounts of the Company’s fixed assets are as follows:~~

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Home office building

$
65,342

$
75,109

Land

24,920

—

Data processing equipment

14,213

40,919

Other, principally furniture and equipment

5,544

55,312

Total property and equipment

110,019

171,340

Less: accumulated depreciation

5,930

118,487

Net property and equipment

$
104,089

$
52,853

~~Guaranteed Minimum Withdrawal Benefits~~

The Company also establishes reserves for guaranteed minimum withdrawal benefits (“GMWB”) on its variable annuity (“VA”) products. The GMWB is valued in accordance with FASB guidance under the ASC Derivatives and Hedging Topic which utilizes the valuation technique prescribed by the ASC Fair Value Measurements and Disclosures Topic, which requires the embedded derivative to be recorded at fair value using current implied volatilities for the equity indices. The fair value of the GMWB is impacted by equity market conditions and can result in the GMWB embedded derivative being in an overall net asset or net liability position. In times of favorable equity market conditions the likelihood and severity of claims is reduced and expected fee income increases. Since claims are generally expected later than fees, these favorable equity market conditions can result in the present value of fees being greater than the present value of claims, which results in a net GMWB embedded derivative asset. In times of unfavorable equity market conditions the likelihood and severity of claims is increased and expected fee income decreases and can result in the present value of claims exceeding the present value of fees resulting in a net GMWB embedded derivative liability. The methods used to estimate the embedded derivatives employ assumptions about mortality, lapses, policyholder behavior, equity market returns, interest rates, and market volatility. The Company assumes age-based mortality from the National Association of Insurance Commissioners 1994 Variable Annuity MGDB Mortality Table for company experience. Differences between the actual experience and the assumptions used result in variances in profit and could result in losses. In conjunction with the Merger, the Company updated the fair value of the GMWB reserves to reflect current assumptions as of February 1, 20152016 (Successor Company). As a result of the application of ASC Topic 805, the Company reset the hedge premium rates utilized in the valuation for all policies to be equal to the present value of future claims with the reset hedge premium rates being capped at the actual charges to the policyholder. This update resulted in a decrease in the net liability of approximately $266.1 million on the Merger date. As of September 30, 2015 (Successor Company), the net GMWB liability held was approximately $193.7 million.

~~Policyholder~~ ~~Liabilities~~

~~Insurance Liabilities and Reserves~~

In conjunction with the Merger and in accordance with ASC 805, insurance liabilities and reserves were recorded at fair value and the underlying contracts were considered to be new contracts, for measurement and reporting purposes as of the acquisition date. Estimating liabilities for future policy benefits on life and health insurance products requires the use of assumptions relative to future investment yields, mortality, morbidity, persistency, and other assumptions based on the Company’s historical experience, modified as necessary to reflect anticipated trends and to include provisions for possible adverse deviation. Determining liabilities for the Company’s property and casualty insurance products also requires the use of assumptions, including the projected levels of used vehicle prices, the frequency and severity of claims, and the effectiveness of internal processes designed to reduce the level of claims. The Company’s results depend significantly upon the extent to which its actual claims experience is consistent with the assumptions the Company used in determining its reserves and pricing its products. The Company’s reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. The Company cannot determine with precision the ultimate amounts that it will pay for actual claims or the timing of those payments. As such, at the acquisition date, the Company updated the assumptions described above to reflect current best estimates

and reserves were calculated in accordance with the methodology described below. VOBA was recorded to reflect the difference between the fair value of the contractual insurance liability and the reserve established.

~~Traditional Life, Health, and Credit Insurance Products~~

Traditional life insurance products consist principally of those products with fixed and guaranteed premiums and benefits, and they include whole life insurance policies, term and term-like life insurance policies, limited payment life insurance policies, and certain annuities with life contingencies. In accordance with ASC 805, the liabilities for future policy benefits on traditional life insurance products, when combined with the associated VOBA, were recorded at fair value. These values were computed using assumptions that include interest rates, mortality, lapse rates, expenses estimates, and other assumptions based on the Company’s experience, modified as necessary to reflect anticipated trends and to include provisions for possible adverse deviation. The liability for future policy benefits and claims on traditional life, health, and credit insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported.

~~Universal Life and Investment Products~~

Universal life and investment products include universal life insurance, guaranteed investment contracts, guaranteed funding agreements, deferred annuities, and annuities without life contingencies. Benefit reserves for universal life and investment products represent policy account balances before applicable surrender charges plus certain deferred policy initiation fees that are recognized in income over the term of the policies. Policy benefits and claims that are charged to expense include benefit claims incurred in the period in excess of related policy account balances and interest credited to policy account balances.

The Company establishes liabilities for fixed indexed annuity (“FIA”) products. These products are deferred fixed annuities with a guaranteed minimum interest rate plus a contingent return based on equity market performance. The FIA product is considered a hybrid financial instrument under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) Topic 815—~~Derivatives and Hedging~~ which allows the Company to make the election to value the liabilities of these FIA products at fair value. This election was made for the FIA products issued prior to 2010 as the policies were issued. These products are no longer being marketed. The future changes in the fair value of the liability for these FIA products will be recorded in ~~Benefit and settlement expenses~~ ~~with the liability being recorded in~~ ~~Annuity account balances~~~~. For more information regarding the determination of fair value of annuity account balances please refer to Note 16,~~ ~~Fair Value of Financial Instruments~~. ~~Premiums and policy fees~~ ~~for these FIA products consist of fees that have been assessed against the policy account balances for surrenders. Such fees are recognized when assessed and earned.~~

The Company currently markets a deferred fixed annuity with a guaranteed minimum interest rate plus a contingent return based on equity market performance and the products are considered hybrid financial instruments under the FASB’s ASC Topic 815—~~Derivatives and Hedging~~. The Company did not elect to value these FIA products at fair value prior to the Merger date. As a result the Company accounts for the provision that provides for a contingent return based on equity market performance as an embedded derivative. The embedded derivative is bifurcated from the host contract and recorded at fair value in ~~Other liabilities~~~~. The host contract is accounted for as a debt instrument in accordance with ASC Topic 944—~~~~Financial Services—Insurance~~ ~~and is recorded in~~ ~~Annuity account balances~~ ~~with any discount to the minimum account value being accreted using the effective yield method.~~ ~~Benefits and settlement expenses~~ ~~include accreted interest and benefit claims incurred during the period.~~

The Company markets universal life products with a guaranteed minimum interest rate plus a contingent return based on equity market performance and are considered hybrid financial instruments under the FASB’s ASC Topic 815—~~Derivatives and Hedging~~. The Company did not elect to value these IUL products at fair value prior to the Merger date. As a result the Company accounts for the provision that provides for a contingent return based on equity market performance as an embedded derivative. The embedded derivative is bifurcated from the host contract and recorded at fair value in ~~Other liabilities~~~~. Changes in the fair value of the embedded derivative are recorded in~~ ~~Realized investment gains (losses)—Derivative financial instruments~~~~. For more information regarding the determination of fair value of the IUL embedded derivative refer to Note 16,~~ ~~Fair Value of Financial Instruments~~~~. The host contract is accounted for as a debt instrument in accordance with ASC Topic 944—~~~~Financial Services—Insurance~~ ~~and is recorded~~

in ~~Future policy benefits and claims~~ ~~with any discount to the minimum account value being accreted using the effective yield method.~~ ~~Benefits and settlement expenses~~ ~~include accreted interest and benefit claims incurred during the period.~~

The Company’s accounting policies with respect to variable universal life (“VUL”) and VA are identical except that policy account balances (excluding account balances that earn a fixed rate) are valued at fair value and reported as components of assets and liabilities related to separate accounts.

The Company establishes liabilities for guaranteed minimum death benefits (“GMDB”) on its VA products. The methods used to estimate the liabilities employ assumptions about mortality and the performance of equity markets. The Company assumes age-based mortality from the National Association of Insurance Commissioners 1994 Variable Annuity MGDB Mortality Table for company experience. Future declines in the equity market would increase the Company’s GMDB liability. Differences between the actual experience and the assumptions used result in variances in profit and could result in losses. Our GMDB, as of September 30, 2015 (Successor Company), are subject to a dollar-for-dollar reduction upon withdrawal of related annuity deposits on contracts issued prior to January 1, 2003. As of September 30, 2015 (Successor Company), the GMDB reserve was $35.6 million.

~~Property and Casualty Insurance Products~~

Property and casualty insurance products include service contract business, surety bonds, and guaranteed asset protection (“GAP”). Unearned premium reserves are maintained for the portion of the premiums that is related to the unexpired period of the policy. Benefit reserves are recorded when insured events occur. Benefit reserves include case basis reserves for known but unpaid claims as of the balance sheet date as well as incurred but not reported (“IBNR”) reserves for claims where the insured event has occurred but has not been reported to the Company as of the balance sheet date. The case basis reserves and IBNR are calculated based on historical experience and on assumptions relating to claim severity and frequency, the level of used vehicle prices, and other factors. These assumptions are modified as necessary to reflect anticipated trends.

~~Reinsurance~~

The Company uses reinsurance extensively in certain of its segments and accounts for reinsurance and the recognition of the impact of reinsurance costs in accordance with the ASC Financial Services — Insurance Topic. The following summarizes some of the key aspects of the Company’s accounting policies for reinsurance.

~~Reinsurance Assets and Liabilities~~—Claim liabilities and policy benefits are calculated consistently for all policies, regardless of whether or not the policy is reinsured. Once the claim liabilities and policy benefits for the underlying policies are estimated, the amounts recoverable from the reinsurers are estimated based on a number of factors including the terms of the reinsurance contracts, historical payment patterns of reinsurance partners, and the financial strength and credit worthiness of reinsurance partners and recorded as ~~Reinsurance receivables~~ on the balance sheet. The reinsurance receivables were recorded in the balance sheet using current accounting policies and the most current assumptions as of the merger date. As of the merger date, the Company also calculated the ceded VOBA associated with the reinsured policies. The reinsurance receivables combined with the associated ceded VOBA represent the fair value of the reinsurance assets. Liabilities for unpaid reinsurance claims are produced from claims and reinsurance system records, which contain the relevant terms of the individual reinsurance contracts. The Company monitors claims due from reinsurers to ensure that balances are settled on a timely basis. Incurred but not reported claims are reviewed by the Company’s actuarial staff to ensure that appropriate amounts are ceded.

The Company analyzes and monitors the credit worthiness of each of its reinsurance partners to minimize collection issues. For newly executed reinsurance contracts with reinsurance companies that do not meet predetermined standards, the Company requires collateral such as assets held in trusts or letters of credit.

Accounting Pronouncements Recently Adopted

Accounting Standards Update ~~(“ASU”~~("ASU") No. ~~2014-08—Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity.~~2015-02-Consolidation-Amendments to the Consolidation Analysis. This Update makes several targeted changes to generally accepted accounting principles, including a) eliminating the ~~requirements for reporting discontinued operations~~presumption that a general partner should consolidate a limited partnership and b) eliminating the consolidation model specific to limited partnerships. The amendments also clarify when fees and related ~~disclosures. The Update limits~~party relationships should be considered in the ~~definition~~consolidation of ~~a discontinued operation to disposals that represent “strategic shifts” that will have a major effect on an entity’s operation and financial results.~~

~~Additionally, the Update requires enhanced disclosures about the components of discontinued operations and the financial effects of the disposal.~~variable interest entities. The amendments in this Update are effective for annual and interim periods beginning after December 15, ~~2014.~~2015. The Update did not impact the Company's financial position or results of operations, and the Company ~~has reviewed the additional disclosures required by the Update, and will apply~~is prepared to comply with the revised guidance ~~to any disposals occurring after the effective date.~~

in future periods.

ASU No. ~~2014-11—Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.~~2015-03-Interest-Imputation of Interest. ~~This~~The objective of this Update ~~changes~~is to eliminate diversity in practice related to the ~~requirements for classification~~presentation of certain repurchase agreements, and will expand the use of secured borrowing accounting for repurchase-to-maturity transactions. In addition, the Update requires additional disclosures for repurchase agreements accounted for both as sales and as secured borrowings.debt issuance costs. The amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the

Table of Contents

amendments in this Update. The Update is effective for fiscal years beginning after December 15, 2015, and requires revised presentation of debt issuance costs in all periods presented in the financial statements. The Update did not impact the Company's financial position or results of operations, and the Company is prepared to comply with the revised guidance in future periods.

ASU No. 2015-15 - Interest - Imputation of Interest - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. The objective of this Update is to clarify the SEC Staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on the topic in ASU No. 2015-03. This Update reflects the SEC Staff’s decision to not object when an entity defers and presents debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. The Update did not impact the Company's financial position or results of operations, and the Company is prepared to comply with the revised guidance in future periods.

ASU No. 2015-05 - Intangibles - Goodwill and Other - Internal-Use Software. The amendments in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The Update is effective for annual and interim periods beginning after December 15, ~~2014.~~2015. The Update did not impact the ~~Company’s~~Company's financial position or results of ~~operations. The~~operations, and the Company ~~has updated its policies and processes~~is prepared to ~~ensure compliance~~comply with the ~~additional disclosure requirements~~revised guidance in ~~this Update.~~

~~ASU No. 2014-17—Business Combinations (Topic 805).~~future periods. This Update relates to “pushdown accounting”, which refers to pushing down the acquirer’s accounting and reporting basis (which is recognized in conjunction with its accounting for a business combination) to the acquiree’s standalone financial statements. The new guidance makes pushdown accounting optional for an acquiree that is a business or nonprofit activity when there is a change-in- control event (e.g., the acquirer in a business combination obtains control over the acquiree). In addition, the staff of the SEC released Staff Accounting Bulletin (“SAB”) No. 115, which rescinds SAB Topic 5J, “New Basis of Accounting Required in Certain Circumstances” (the SEC staff’s pre-existing guidance on pushdown accounting) and conforms SEC guidance on pushdown accounting to the FASB’s new guidance. Revised SEC guidance was codified in ASU No. 2015-08, issued in May 2015. The new pushdown accounting guidance became effective upon its issuance on November 18, 2014. Although now optional, the Company has applied pushdown accounting to its standalone financial statements effective with the Company becoming a wholly owned subsidiary of Dai-ichi Life on February 1, 2015. The presentation within this report for predecessor and successor periods is consistent with this Update.

Accounting Pronouncements Not Yet Adopted

ASU No. ~~2014-09—Revenue~~2014-09-Revenue from Contracts with Customers (Topic 606). This Update provides for significant revisions to the recognition of revenue from contracts with customers across various industries. Under the new guidance, entities are required to apply a prescribed 5-step process to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting for revenues associated with insurance products is not within the scope of this Update. The Update was originally effective for annual and interim periods beginning after December 15, 2016. However, in August 2015, the FASB issued ASU No. 2015-14 — - Revenues from Contracts with Customers: Deferral of the Effective Date, to defer the effective date of ASU No. 2014-09 by one year to annual and interim periods beginning after December 15, 2017. Early adoption will be allowed, but not before the original effective date. The Company is reviewing its policies and processes to ensure compliance with the requirements in this Update, upon ~~adoption. The Company is currently~~adoption, and assessing the impact this standard will have on its non-insurance operations.

ASU No. ~~2014-15—Presentation~~2014-15-Presentation of Financial ~~Statements—Going~~Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This Update will require management to assess an entity’s ability to continue as a going concern, and will require footnote disclosures in certain circumstances. Under the updated guidance, management should consider relevant conditions and evaluate whether it is probable that the entity will be unable to meet its obligations within one year after the issuance date of the financial statements. The Update is effective for annual periods ending December 31, 2016 and for annual and interim periods thereafter, with early adoption permitted. The amendments in this Update will not impact the Company’s financial position or results of operations. However, the new guidance will require a formal assessment of going concern by management based on criteria prescribed in the new guidance. The Company is reviewing its policies and processes to ensure compliance with the new guidance.

~~ASU No. 2015-02—Consolidation—Amendments to the Consolidation Analysis.~~ This Update makes several targeted changes to generally accepted accounting principles, including a) eliminating the presumption that a general partner should consolidate a limited partnership and b) eliminating the consolidation model specific to limited partnerships. The amendments also clarify when fees and related party relationships should be considered in the consolidation of variable interest entities. The amendments in this Update are effective for annual and interim periods

~~beginning after December 15, 2015. The Company is reviewing its policies and processes to ensure compliance with the requirements in this Update, upon adoption.~~

~~ASU No. 2015-03—Interest—Imputation of Interest~~. The objective of this Update is to eliminate diversity in practice related to the presentation of debt issuance costs. The amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The Update is effective for fiscal years beginning after December 15, 2015, and requires revised presentation of debt issuance costs in all periods presented in the financial statements. The Company is prepared to comply with the revised guidance.

~~ASU No. 2015-05 — Intangibles — Goodwill and Other — Internal-Use Software.~~ The amendments in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The Update is effective for annual and interim periods beginning after December 15, 2015. The Company is prepared to comply with the revised guidance and does not believe it will materially impact the presentation of the Company’s financial position.

ASU No. 2015-09 —- Financial ~~Services—Insurance~~Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts. The amendments in this Update require additional disclosures for short-duration contracts issued by insurance entities. The additional disclosures focus on the liability for unpaid claims and claim adjustment expenses and include incurred and paid claims development information by accident year in tabular form, along with a reconciliation of this information to the statement of financial position. For accident years included in the development tables, the amendments also require disclosure of the total incurred-but-not-reported liabilities and expected development on reported claims, along with claims frequency information unless impracticable. Finally, the amendments require disclosure of the historical average annual percentage payout of incurred claims. With the exception of the current reporting period, claims development information may be presented as supplementary information. The Update is effective for annual periods beginning after December 15, 2015 and interim periods beginning after December 15, 2016. The Company ~~is reviewing~~does not anticipate that the additional disclosures introduced in this Update will be material to its ~~products to determine the applicability and potential impact of the new disclosures.~~

financial statements.

ASU No. ~~2015-12~~2016-01 - ~~Plan Accounting~~Financial Instruments - ~~(Topics 960, 962~~Recognition and ~~965).~~Measurement of Financial Assets and Financial Liabilities. ~~This~~ The amendments in this Update ~~is a three-part standard that provides guidance on~~address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most notably, the Update requires that equity investments (except those accounted for under the equity method of accounting ~~related to employee benefit plans. Part I requires an employee benefit plan to use contract~~or those that result in consolidation of the investee) be measured at fair value as the only measurement amount for fully-benefit responsive investment contracts. Part II simplifies and increases the effectiveness of plan investment disclosure requirements for employee benefit plans by eliminating certain disclosures related to individual investments over 5 percent and by eliminating the need to disaggregate investmentswith changes in ~~multiple ways. Part III provides a measurement-date practical expedient for plan investments when the fiscal year-end of a plan does not coincide with a month-end.~~fair value recognized in net income. The ~~guidance is~~amendments in this Update are effective for ~~fiscal years~~annual and interim periods beginning after December 15, 2015 for all three parts and early adoption is permitted. For parts I and II, amendments should be applied retrospectively to all financial statements presented, while part III should be applied prospectively.2017. The Company is reviewing its policies and ~~procedures~~processes to ensure compliance with the revised guidance.

ASU No. ~~2015-15 — Interest~~2016-02 - ~~Imputation of Interest - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.~~Leases. The ~~objective of~~amendments in this Update isaddress certain aspects of recognition, measurement, presentation, and disclosure of leases. The most significant change will relate to ~~clarify~~ the ~~SEC Staff’s position on presenting and measuring debt issuance costs incurred in connection~~accounting model used by lessees. The Update will require all leases with ~~line-of-credit arrangements given the lack of guidance~~terms greater than 12 months to be recorded on the ~~topic~~balance sheet in ~~ASU No. 2015-03. This Update reflects~~ the ~~SEC Staff’s decision to not object when an entity defers and presents debt issuance costs as an~~form of a lease asset and ~~subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. The Company is prepared to comply with the revised guidance.~~

~~ASU No. 2015-16 - Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments.~~ This Update provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period following a business combination in the reporting period in which the adjustment amounts are determined. This Update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years.liability. The amendments in the Update are ~~to be applied prospectively~~effective for

~~adjustments that occur~~ annual and interim periods beginning after ~~the effective date, with early adoption permitted for financial statements that have not been issued.~~December 15, 2018. The Company is ~~prepared~~reviewing its policies and processes to ~~comply~~ensure compliance with the revised guidance.

Table of Contents

ASU No. 2016-13 - Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The amendments in this Update introduce a new impairment model for certain financial assets, including mortgage loans and reinsurance receivables. The new model will not apply to debt securities classified as available-for-sale. For assets within the scope of the new model, an entity will recognize as an allowance its estimate of the contractual cash flows not expected to be collected. This differs from the current impairment model, which requires recognition of credit losses when they have been incurred. The Update also makes targeted changes to the current impairment model for available-for-sale debt securities, which comprise the majority of the Company’s invested assets. The amendments in this Update are effective for annual and interim periods beginning after December 15, 2019. The Company is reviewing its policies and processes to ensure compliance with the requirements in this Update, upon adoption, and assessing the impact this standard will have on its operations and financial results.

3.~~RECENTLY ANNOUNCED~~ REINSURANCE ~~TRANSACTION~~

AND FINANCING TRANSACTIONS

On January 15, 2016, PLICO completed the transaction contemplated by the Master Agreement, dated September 30, 2015 ~~PLICO entered into a Master Agreement~~ (the “Master Agreement”), with Genworth Life and Annuity Insurance Company (“GLAIC”). Pursuant to the Master Agreement, effective January 1, 2016, PLICO ~~agreed to enter~~entered into a reinsurance agreement (the “Reinsurance Agreement”) ~~pursuant to~~under the terms of which PLICO ~~will coinsure~~coinsures certain term life insurance business of ~~GLAIC.~~GLAIC (the “GLAIC Block”). In connection with the reinsurance transaction, ~~PLICO intends to enter into a financing transaction with a term of up to 20 years involving, among other parties, its indirect wholly owned subsidiary,~~on January 15, 2016, Golden Gate Captive Insurance Company (“Golden Gate”), a wholly owned subsidiary of PLICO, and Steel City, LLC (“Steel City”), a ~~syndicate~~newly formed wholly owned subsidiary of ~~third-party risk takers,~~the Company, entered into an 18-year transaction to finance ~~up to $2.2~~$2.188 billion of “XXX” reserves related to the acquired GLAIC ~~business to be reinsured~~Block and the other term life insurance business ~~currently~~ reinsured to Golden Gate by PLICO and West Coast Life Insurance Company (“WCL”), a direct wholly owned subsidiary of PLICO. Steel City issued notes with an aggregate initial principal amount of $2.188 billion to Golden Gate in exchange for a surplus note issued by Golden ~~Gate. Although~~Gate with an initial principal amount of $2.188 billion. Through the structure, Hannover Life Reassurance Company of America (Bermuda) Ltd., The Canada Life Assurance Company (Barbados Branch) and Nomura Americas Re Ltd. (collectively, the “Risk-Takers”) provide credit enhancement to the Steel City notes for the 18-year term in exchange for credit enhancement fees. The transaction is “non-recourse” to PLICO, ~~intends~~WCL and the Company, meaning that none of these companies are liable to ~~execute~~reimburse the Risk-Takers for any credit enhancement payments required to be made. In connection with the transaction, the Company has entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate or Steel City, including a guarantee of the fees to the Risk-Takers. As a result of the financing transaction ~~concurrently~~described above, the $800 million of Golden Gate Series A Surplus Notes held by the Company were contributed to PLICO and then subsequently contributed to Golden Gate, which resulted in the extinguishment of these notes. Also on January 15, 2016, Golden Gate paid an extraordinary dividend of $300 million to PLICO as approved by the Vermont Department of Financial Regulation.

The transactions described above resulted in an increase to total assets and total liabilities of $2.8 billion. Of the $2.8 billion increase in total assets, $0.6 billion was the result of the reinsurance transaction with ~~its entry into~~GLAIC which included a $280 million increase in VOBA. The remaining $2.2 billion increase to total assets and liabilities is associated with the financing transaction between Golden Gate and Steel City.

The Company considered whether the Reinsurance Agreement constituted the ~~closing~~purchase of a business for accounting and reporting purposes pursuant to ASC 805, Business Combinations. While the transaction included a continuation of the ~~transactions contemplated by~~revenue-producing activities associated with the ~~Master Agreement is~~reinsured policies, it did not ~~conditioned upon~~result in the ~~consummation~~acquisition of a market distribution system, sales force or production techniques. Based on Management’s decision not to pursue distribution opportunities or future sales related to the reinsured policies, the Company accounted for the transaction as a reinsurance agreement under ASC 944, Insurance Contracts and asset acquisition under ASC 805. Accordingly, the Company recorded the assets and liabilities acquired under the reinsurance agreement at fair value and recognized an intangible asset (value of business acquired or “VOBA”) equal to the excess of the ~~financing transaction.~~

fair value of assets acquired over liabilities assumed, measured in accordance with the Company's accounting policies for insurance and reinsurance contracts that it issues or holds pursuant to ASC 944.

4.DAI-ICHI MERGER

On February 1, 2015 the Company, subsequent to required approvals from the Company’s shareholders and relevant regulatory authorities, became a wholly owned subsidiary of Dai-ichi Life as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Dai-ichi Life and DL Investment (Delaware), Inc., a Delaware corporation and wholly owned subsidiary of Dai-ichi Life, which provided for the Merger of DL Investment (Delaware), Inc. with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Dai-ichi Life. On February 1, 2015 each share of the Company’s common stock outstanding was converted into the right to receive $70 per share, without interest (the “Per Share Merger Consideration”). The aggregate cash consideration paid in connection with the Merger for the outstanding shares of common stock was approximately $5.6 billion and paid directly to the shareowners of record by Dai-ichi Life. ~~According to public statements by both companies, the~~The Merger ~~will provide~~provided Dai-ichi Life with a platform for growth in the United States, where it did not previously have a significant presence. In connection with the completion of the Merger, the Company’s previously publicly traded equity was delisted from the NYSE, although the Company remains an SEC registrant for financial reporting purposes in the United States.

The Merger was accounted for under the acquisition method of accounting under ASC Topic 805. In accordance with ASC Topic 805-20-30, all identifiable assets acquired and liabilities assumed were measured at fair value as of the acquisition date. ~~Goodwill~~On the date of the Merger, goodwill of $735.7 million ~~represents~~represented the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in the Merger, and ~~reflects~~reflected the Company’s assembled workforce, future growth potential and other sources of value not associated with identifiable assets. During the measurement period subsequent to February 1, 2015, the Company made adjustments to provisional amounts related to certain tax balances that resulted in a decrease to goodwill of $3.3 million from the amount recorded at the Merger date. The balance of goodwill associated with the Merger as of December 31, 2015 (Successor Company) and June 30, 2016 (Successor Company) was $732.4 million. None of the goodwill is tax deductible.

Table of Contents

The following table summarizes the consideration paid for the acquisition and the preliminary determination of the fair value of assets acquired and liabilities assumed at the acquisition date:



	Fair Value
	As of
	February 1, 2015
	(Dollars In Thousands)
Assets
Fixed maturities	$	38,363,025
Equity securities	745,512
Mortgage loans	5,580,229
Investment real estate	7,456
Policy loans	1,751,872
Other long-term investments	686,507
Short-term investments	316,167
Total investments	47,450,768
Cash	462,710
Accrued investment income	484,021
Accounts and premiums receivable	112,182
Reinsurance receivables	5,724,020
Value of business acquired	1,276,886
Goodwill	735,712
Other intangibles	683,000
Property and equipment	104,364
Other assets	120,762
Income tax receivable	15,458
Assets related to separate accounts
Variable annuity	12,970,587
Variable universal life	819,188
Total assets	$	70,959,658
Liabilities
Future policy and benefit claims	$	30,195,841
Unearned premiums	682,183
Total policy liabilities and accruals	30,878,024
Stable value product account balances	1,932,277
Annuity account balances	10,941,661
Other policyholders’ funds	1,388,083
Other liabilities	2,188,863
Deferred income taxes	1,535,556
Non-recourse funding obligations	621,798
Repurchase program borrowings	50,000
Debt	1,519,211
Subordinated debt securities	560,351
Liabilities related to separate accounts
Variable annuity	12,970,587
Variable universal life	819,188
Total liabilities	65,405,599
Net assets acquired	$	5,554,059

Table of ~~the acquisition date, all contractual cash flows related to the Company’s historical and acquired receivables (as presented within this consolidated balance sheet) are expected to be collected.~~

Contents

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

Estimated

Fair Value on

Estimated

Acquisition Date

Useful Life

(Dollars In Thousands)

(In Years)

Distribution relationships

$
405,000

14-22

Trade names

103,000

13-17

Technology

143,000

7-14

Total intangible assets subject to amortization

651,000

Insurance licenses

32,000

Indefinite

Total intangible assets

$
683,000

~~Identified intangible assets were valued using the excess earnings method, relief from royalty method or cost approach, as appropriate.~~

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

Year

Amount

(Dollars In Thousands)

2015

$
10,328

2016

41,313

2017

41,313

2018

41,313

2019

41,313

All tangible and intangible assets of the Company were allocated to applicable operating segments in connection with the recording of pushdown accounting. The purchase price was also allocated to each operating segment in accordance with the determined fair value of the operating segments, such that the total reconciled with the total consideration paid in the merger. Subtraction of the fair value of the tangible and intangible assets for each operating segment from the allocated purchase price of that operating segment resulted in the goodwill allocated to each operating segment. The amount of goodwill allocated to each operating segment is reflected in Note 19, ~~Operating Segments~~.

Treatment of certain acquisition related costs

The Company recorded costs related to the Merger in either the predecessor or successor periods based on the specific facts and circumstances underlying each individual transaction. Certain of these costs were fully contingent on the consummation of the Merger on February 1, 2015 (Successor Company). These costs are not expensed in either the Predecessor or Successor Company Statement of Comprehensive Income (Loss). Liabilities for payment of these contingent costs are included in the opening balance sheet as of February 1, 2015 (Successor Company), and the nature and amount of the costs are discussed below.

Fees in the amount of $28.8 million which were paid to the Company’s financial advisor related to the Merger were recorded as liabilities as of the acquisition date. In accordance with the terms of the contract, payment of these fees was contingent on the successful closing of the Merger, and became payable on the date thereof.

Certain of the Company’s stock-based compensation arrangements provided for acceleration of benefits on the completion of a change-in-control event. Upon the completion of the Merger, benefits in the amount of $138.2 million became payable to eligible employees under these arrangements. Such accounts were recorded as liabilities as of the acquisition closing date. The portion of this payable that represented expense accelerated on the merger date was $25.4 million.

Treatment of Benefit Plans

At or immediately prior to the Merger, each stock appreciation right with respect to shares of Common Stock granted under any Stock Plan (each, a “SAR”) that were outstanding and unexercised immediately prior to the Merger and that had a base price per share of Common Stock underlying such SAR (the “Base Price”) that was less than the Per Share Merger Consideration (each such SAR, an “In-the-Money SAR”), whether or not exercisable or vested, was cancelled and converted into the right to receive an amount in cash less any applicable withholding taxes, determined by multiplying (i) the excess of the Per Share Merger Consideration over the Base Price of such In-the-Money SAR by (ii) the number of shares of Common Stock subject to such In-the-Money SAR (such amount, the “SAR Consideration”).

At or immediately prior to the effective time of the Merger, each restricted stock unit with respect to a share of Common Stock granted under any Stock Plan (each, a “RSU”) that was outstanding immediately prior to the Merger, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) the Per Share Merger Consideration by (ii) the number of RSUs.

The number of performance shares earned for each award of performance shares granted under any Stock Plan was calculated by determining the number of performance shares that would have been paid if the subject award period had ended on the December 31 immediately preceding the Merger (based on the conditions set for payment of performance share awards for the subject award period), provided that the number of performance shares earned for each award were not less than the aggregate number of performance shares at the target performance level. Each performance share earned that was outstanding immediately prior to the Merger, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) the Per Share Merger Consideration by (ii) the number of Performance Shares.

5.MONY CLOSED BLOCK OF BUSINESS

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

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

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

If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in the Company’s net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously

established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below

Table of Contents

zero). If, over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

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

Block.

Summarized financial information for the Closed Block as of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company) is as ~~follows~~.

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Closed block liabilities

Future policy benefits, policyholders’ account balances and other policyholder liabilities

$
6,036,312

$
6,138,505

Policyholder dividend obligation

58,435

366,745

Other liabilities

33,706

53,838

Total closed block liabilities

6,128,453

6,559,088

Closed block assets

Fixed maturities, available-for-sale, at fair value

$
4,426,194

$
4,524,037

Equity securities, available-for-sale, at fair value

—

5,387

Mortgage loans on real estate

247,797

448,855

Policy loans

749,908

771,120

Cash and other invested assets

131,183

30,984

Other assets

161,407

221,270

Total closed block assets

5,716,489

6,001,653

Excess of reported closed block liabilities over closed block assets

411,964

557,435

Portion of above representing accumulated other comprehensive income:

Net unrealized investment gains (losses) net of policyholder dividend obligation of $(154,143) (Successor) and $106,886 (Predecessor)

—

—

Future earnings to be recognized from closed block assets and closed block liabilities

$
411,964

$
557,435

follows:



	Successor Company
	As of June 30, 2016		As of December 31, 2015
	(Dollars In Thousands)
Closed block liabilities
Future policy benefits, policyholders’ account balances and other policyholder liabilities	$	5,939,342	$	6,010,520
Policyholder dividend obligation	232,422		—
Other liabilities	13,268		24,539
Total closed block liabilities	6,185,032		6,035,059
Closed block assets
Fixed maturities, available-for-sale, at fair value	$	4,677,305	$	4,426,090
Mortgage loans on real estate	245,997		247,162
Policy loans	726,563		746,102
Cash	—		34,420
Other assets	148,763		162,640
Total closed block assets	5,798,628		5,616,414
Excess of reported closed block liabilities over closed block assets	386,404		418,645
Portion of above representing accumulated other comprehensive income:
Net unrealized investment gains (losses) net of policyholder dividend obligation of $(9,488) (Successor) and $(179,360) (Successor)	—		(18,597		)
Future earnings to be recognized from closed block assets and closed block liabilities	$	386,404	$	400,048

Reconciliation of the policyholder dividend obligation is as follows:



	Successor Company						Predecessor Company
	For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)						(Dollars In Thousands)
Policyholder dividend obligation, beginning of period	$	—		$	323,432		$	366,745
Applicable to net revenue (losses)	(28,921		)	(15,096		)	(1,369		)
Change in net unrealized investment gains (losses) allocated to the policyholder dividend obligation; includes deferred tax benefits of $5,109 (Successor); $89,618 (2015 - Successor); $47,277 (2015 - Predecessor)	261,343			(256,053		)	135,077
Policyholder dividend obligation, end of period	$	232,422		$	52,283		$	500,453

Table of Contents

Closed Block revenues and expenses were as follows:

Successor Company

Predecessor Company

For The Three

For The Three

For The Nine

Months Ended

February 1, 2015

January 1, 2015

Months Ended

Months Ended

September 30,
2015

to
September 30, 2015

to
January 31, 2015

September 30,
2014

September 30,
2014

(Dollars In Thousands)

(Dollars In Thousands)

Revenues

Premiums and other income

$
46,610

$
128,279

$
15,065

$
48,596

$
151,442

Net investment income (loss)

54,593

142,274

19,107

63,847

176,470

Net investment gains (losses)

167

3,017

568

223

6,328

Total revenues

101,370

273,570

34,740

112,666

334,240

Benefits and other deductions

Benefits and settlement expenses

90,966

245,711

31,152

101,200

300,735

Other operating expenses

258

733

—

286

376

Total benefits and other deductions

91,224

246,444

31,152

101,486

301,111

Net revenues before income taxes

10,146

27,126

3,588

11,180

33,129

Income tax expense

3,551

9,494

1,256

3,913

11,595

Net revenues

$
6,595

$
17,632

$
2,332

$
7,267

$
21,534



	Successor Company								Predecessor Company
	For The Three Months Ended June 30, 2016		For The Three Months Ended June 30, 2015		For The Six Months Ended June 30, 2016		February 1, 2015 to June 30, 2015		January 1, 2015 to January 31, 2015
	(Dollars In Thousands)								(Dollars In Thousands)
Revenues
Premiums and other income	$	47,320	$	49,998	$	91,239	$	81,669	$	15,065
Net investment income	52,008		54,833		102,875		87,681		19,107
Net investment gains	450		2,216		637		2,850		568
Total revenues	99,778		107,047		194,751		172,200		34,740
Benefits and other deductions
Benefits and settlement expenses	92,029		98,975		172,084		154,746		31,152
Other operating expenses	653		263		1,677		474		—
Total benefits and other deductions	92,682		99,238		173,761		155,220		31,152
Net revenues before income taxes	7,096		7,809		20,990		16,980		3,588
Income tax expense	2,484		2,733		7,346		5,943		1,256
Net revenues	$	4,612	$	5,076	$	13,644	$	11,037	$	2,332

6.INVESTMENT OPERATIONS

Net realized gains (losses) for all other investments are summarized as follows:

~~For the three months ended September 30, 2015 (Successor Company)~~



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Fixed maturities	$	16,730		$	3,339		$	22,451		$	3,712		$	6,891
Equity securities	202			21			36			21			—
Impairments on corporate securities	(964		)	(5,734		)	(3,581		)	(5,734		)	(481		)
Modco trading portfolio	76,201			(108,741		)	154,355			(141,901		)	73,062
Other investments	(4,353		)	3,044			(6,334		)	775			1,200
Total realized gains (losses) - investments	$	87,816		$	(108,071	)	$	166,927		$	(143,127	)	$	80,672

Gross realized gains and ~~for the period of February 1, 2015 to September 30, 2015 (Successor Company),~~ gross realized ~~gains~~losses on investments available-for-sale (fixed maturities, equity securities, and short-term investments) ~~were $0.7 million~~are as follows:



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Gross realized gains	$	18,752		$	5,435		$	27,800		$	6,942		$	6,920
Gross realized losses	$	(2,784	)	$	(7,809	)	$	(8,894	)	$	(8,943	)	$	(469	)
Impairments losses included in gross realized losses	$	(964	)	$	(5,734	)	$	(3,581	)	$	(5,734	)	$	—

Table of Contents

The chart below summarizes the fair value (proceeds) and ~~$7.7 million and gross~~the gains/losses realized ~~losses were $12.0 million and $21.0 million, respectively, including $10.1 million and $15.8 million of impairment losses, respectively.~~

~~For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), gross realized gains~~ on ~~investments available-for-sale (fixed maturities, equity~~ securities ~~and short-term investments) were $6.9 million and gross realized losses were $0.5 million, including $0.4 million of impairment losses.~~

For the three and nine months ended September 30, 2014 (Predecessor Company), gross realized gains on investments available-for-sale (fixed maturities, equity securities, and short-term investments) were $23.9 million and $51.9 million and gross realized losses were $2.5 million and $5.9 million, including $2.3 million and $5.1 million of impairment losses, respectively.

~~For the three months ended September 30, 2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015 (Successor Company),~~ the Company sold ~~securities~~that were in an unrealized gain position ~~with a fair value (proceeds) of $94.8 million~~ and ~~$809.9 million, respectively. The gains realized on the sale of these securities was $0.7 million and $7.7 million, respectively.~~

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company sold securities in an unrealized gain position with a fair value (proceeds) of $172.6 million. The gain realized on the sale of these securities was $6.9 million.

For the three and nine months ended September 30, 2014 (Predecessor Company), the Company sold securities in an unrealized gain position with a fair value (proceeds) of $497.1 million and $1.1 billion, respectively. The gains realized on the sale of these securities was $23.9 million and $51.9 million, respectively.

~~For the three months ended September 30, 2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015 (Successor Company), the Company sold securities in~~ an unrealized loss ~~position with a fair value (proceeds)~~position.



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Securities in an unrealized gain position:
Fair value (proceeds)	$	513,544		$	432,158		$	822,793		$	715,038		$	172,551
Gains realized	$	18,752		$	5,435		$	27,800		$	6,942		$	6,920

Securities in an unrealized loss position⁽¹⁾:
Fair value (proceeds)	$	6,895		$	28,644		$	60,582		$	49,326		$	435
Losses realized⁽²⁾	$	(1,820	)	$	(2,075	)	$	(5,313	)	$	(3,209	)	$	(29	)

⁽¹⁾ The Company made the decision to exit these holdings in conjunction with its overall asset liability management process.
⁽²⁾ The losses realized for the period of January 1, 2015 to January 31, 2015 (Predecessor Company), were immaterial to the Company.

Table of ~~$34.6 million and $83.9 million, respectively.~~ Contents

The loss realized on the sale of these securities was $2.0 million and $5.2 million, respectively. The Company made the decision to exit these holdings in conjunction with our overall asset liability management process.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company sold securities in an unrealized loss position with a fair value (proceeds) of $0.4 million. The loss realized on the sale of these securities

~~were immaterial to the Company. The Company made the decision to exit these holdings in conjunction with our overall asset liability management process.~~

For the three and nine months ended September 30, 2014 (Predecessor Company), the Company sold securities in an unrealized loss position with a fair value (proceeds) of $2.3 million and $6.7 million, respectively. The losses realized on the sale of these securities were $0.3 million and $0.8 million, respectively. The Company made the decision to exit these holdings in conjunction with our overall asset liability management process.

~~The~~ amortized cost and fair value of the Company’s investments classified as available-for-sale as of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company), are as follows:

Gross

Gross

Total OTTI

Successor Company

Amortized

Unrealized

Unrealized

Fair

Recognized

As of September 30, 2015

Cost

Gains

Losses

Value

in OCI(1)

(Dollars In Thousands)

Fixed maturities:

Residential mortgage-backed securities

$
1,617,048

$
13,339

$
(14,565
)
$
1,615,822

$
—

Commercial mortgage-backed securities

1,294,633

2,000

(18,970
)
1,277,663

—

Other asset-backed securities

815,437

1,320

(23,743
)
793,014

—

U.S. government-related securities

1,631,826

1,189

(15,543
)
1,617,472

—

Other government-related securities

19,360

—

(476
)
18,884

—

States, municipals, and political subdivisions

1,732,549

759

(119,823
)
1,613,485

50

Corporate securities

27,965,401

29,981

(2,064,946
)
25,930,436

(4,842
)
Preferred stock

64,362

—

(2,250
)
62,112

—

35,140,616

48,588

(2,260,316
)
32,928,888

(4,792
)
Equity securities

725,750

2,835

(10,761
)
717,824

—

Short-term investments

173,484

—

—

173,484

—

$
36,039,850

$
51,423

$
(2,271,077
)
$
33,820,196

$
(4,792
)

Predecessor Company

As of December 31, 2014

Fixed maturities:

Residential mortgage-backed securities

$
1,374,206

$
56,330

$
(12,278
)
$
1,418,258

$
6,404

Commercial mortgage-backed securities

1,119,979

59,637

(2,364
)
1,177,252

—

Other asset-backed securities

857,441

17,885

(35,950
)
839,376

(95
)
U.S. government-related securities

1,394,028

44,149

(9,282
)
1,428,895

—

Other government-related securities

16,939

3,233

—

20,172

—

States, municipals, and political subdivisions

1,391,526

296,594

(431
)
1,687,689

—

Corporate securities

24,765,303

2,759,255

(139,031
)
27,385,527

—

30,919,422

3,237,083

(199,336
)
33,957,169

6,309

Equity securities

757,259

38,669

(14,182
)
781,746

—

Short-term investments

155,500

—

—

155,500

—

$
31,832,181

$
3,275,752

$
(213,518
)
$
34,894,415

$
6,309



Successor Company	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Total OTTI Recognized in OCI(1)
As of June 30, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Total OTTI Recognized in OCI(1)
	(Dollars In Thousands)
Fixed maturities:
Residential mortgage-backed securities	$	1,900,934	$	50,003	$	(9,253	)	$	1,941,684	$	(1	)
Commercial mortgage-backed securities	1,570,208		30,278		(3,726		)	1,596,760		—
Other asset-backed securities	1,151,430		5,267		(36,055		)	1,120,642		—
U.S. government-related securities	1,350,769		21,232		(205		)	1,371,796		—
Other government-related securities	18,348		332		—			18,680		—
States, municipals, and political subdivisions	1,727,664		31,429		(21,594		)	1,737,499		—
Corporate securities	28,883,011		380,022		(1,052,087		)	28,210,946		(4,560		)
Preferred stock	64,362		1,732		(1,667		)	64,427		—
	36,666,726		520,295		(1,124,587		)	36,062,434		(4,561		)
Equity securities	710,361		26,392		(5,092		)	731,661		—
Short-term investments	247,995		—		—			247,995		—
	$	37,625,082	$	546,687	$	(1,129,679	)	$	37,042,090	$	(4,561	)



As of December 31, 2015
Fixed maturities:
Residential mortgage-backed securities	$	1,773,099	$	9,286	$	(17,112	)	$	1,765,273	$	—
Commercial mortgage-backed securities	1,328,317		428		(41,858		)	1,286,887		—
Other asset-backed securities	813,056		2,758		(18,763		)	797,051		—
U.S. government-related securities	1,566,260		449		(34,532		)	1,532,177		—
Other government-related securities	18,483		—		(743		)	17,740		—
States, municipals, and political subdivisions	1,729,732		682		(126,814		)	1,603,600		—
Corporate securities	28,499,691		26,369		(2,682,274		)	25,843,786		(605		)
Preferred stock	64,362		192		(1,867		)	62,687		—
	35,793,000		40,164		(2,923,963		)	32,909,201		(605		)
Equity securities	724,226		13,255		(6,477		)	731,004		—
Short-term investments	206,991		—		—			206,991		—
	$	36,724,217	$	53,419	$	(2,930,440	)	$	33,847,196	$	(605	)

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

~~The preferred stock shown above as~~

As of ~~September~~June 30, ~~2015 (Successor Company) is included in the equity securities total as of December 31, 2014 (Predecessor Company).~~

~~The amortized cost and fair value of the Company’s investments classified as held-to-maturity as of September 30, 2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor Company), are as follows:~~

Predecessor Company

As of December 31, 2014

Fixed maturities:

Other

$
435,000

$
50,422

$
—

$
485,422

$
—

$
435,000

$
50,422

$
—

$
485,422

$
—

~~During the period of February 1, 2015 to September 30,~~ 2015 (Successor Company), the period of January 1, 2015 to January 31, 2015 (Predecessor Company), and for the nine months ended September 30, 2014 (Predecessor Company), the Company did not record any other-than-temporary impairments on held-to-maturity securities. The Company’s held-to-maturity securities had $61.0 million of gross unrecognized holding losses as of September 30, 2015 (Successor Company). The Company does not consider these unrecognized holding losses to be other-than-temporary based on certain positive factors associated with the securities which include credit ratings, financial health of the issuer, continued access of the issuer to capital markets and other pertinent information.

~~The Company’s held-to-maturity securities had no gross unrecognized holding losses as of December 31, 2014 (Predecessor Company).~~

~~As of September 30, 2015 (Successor Company) and December 31, 2014 (Predecessor~~ Company), the Company had an additional ~~$2.7~~$2.8 billion and ~~$2.8~~$2.7 billion of fixed maturities, ~~$6.7~~$8.0 million and ~~$21.5~~$8.3 million of equity securities, and ~~$65.2~~$38.2 million and ~~$95.1~~$61.7 million of short-term investments classified as trading securities, respectively.

Table of Contents

The amortized cost and fair value of available-for-sale and held-to-maturity fixed maturities as of ~~September~~June 30, ~~2015~~2016 (Successor Company), by expected maturity, are shown below. Expected maturities of securities without a single maturity date are allocated based on estimated rates of prepayment that may differ from actual rates of prepayment.

Successor Company

Available-for-sale

Held-to-maturity

Amortized

Fair

Amortized

Fair

Cost

Value

Cost

Value

(Dollars In Thousands)

(Dollars In Thousands)

Due in one year or less

$
830,760

$
830,346

$
—

$
—

Due after one year through five years

5,914,198

5,870,182

—

—

Due after five years through ten years

7,709,254

7,521,517

—

—

Due after ten years

20,686,404

18,706,843

579,329

518,363

$
35,140,616

$
32,928,888

$
579,329

$
518,363

~~During~~



	Successor Company
	Available-for-sale				Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars In Thousands)				(Dollars In Thousands)
Due in one year or less	$	750,175	$	750,605	$	—	$	—
Due after one year through five years	6,892,759		6,932,132		—		—
Due after five years through ten years	7,793,745		7,908,634		—		—
Due after ten years	21,230,047		20,471,063		2,779,280		2,853,788
	$	36,666,726	$	36,062,434	$	2,779,280	$	2,853,788

The chart below summarizes the ~~three months ended September 30, 2015 (Successor Company) and the period of February 1, 2015 to September 30, 2015 (Successor Company), the Company recorded pre-tax~~Company's other-than-temporary impairments of ~~investments~~investments. All of ~~$14.9 million and $28.3 million, respectively. Of~~ the ~~$14.9 million of~~ impairments ~~for the three months~~

ended September 30, 2015 (Successor Company), $10.1 million was recorded in earnings and $4.8 million was recorded in other comprehensive income (loss). Of the $28.3 million of impairments for the period of February 1, 2015 to September 30, 2015 (Successor Company), $15.8 million was recorded in earnings and $12.5 million was recorded in other comprehensive income (loss).

~~There~~ were ~~no other-than-temporary impairments~~ related to fixed maturities or equity securities that the Company intended to sell or expected to be required to sell for the three months ended September 30, 2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015 (Successor Company).

During the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company recorded pre-tax other-than-temporary impairments of investments of $0.6 million, all of which related to fixed maturities. Credit impairments recorded in earnings during the period were $0.5 million. During the period of January 1, 2015 to January 31, 2015 (Predecessor Company), $0.1 million of non-credit losses previously recorded in other comprehensive income were recorded in earnings as credit losses. There were no other-than-temporary impairments related to fixed maturities or equity securities that the Company intended to sell or expected to be required to sell for the period of January 1, 2015 to January 31, 2015 (Predecessor Company).

During the three and nine months ended September 30, 2014 (Predecessor Company), the Company recorded pre-tax other-than-temporary impairments of investments of $1.1 million and $2.0 million, respectively, all of which related to fixed maturities. Credit impairments recorded in earnings during the three and nine months ended September 30, 2014 (Predecessor Company) were $2.3 million and $5.4 million, respectively. During the three and nine months ended September 30, 2014 (Predecessor Company), $1.2 million and $3.4 million, respectively, of non-credit losses previously recorded in other comprehensive income (loss) were recorded in earnings as credit losses.



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Other-than-temporary impairments	$	(5,527	)	$	(13,395	)	$	(8,296	)	$	(13,395	)	$	(636	)
Non-credit impairment losses recorded in other comprehensive income	4,560			7,661			4,712			7,661			155
Net impairment losses recognized in earnings	$	(967	)	$	(5,734	)	$	(3,584	)	$	(5,734	)	$	(481	)

There were no other-than-temporary impairments related to fixed maturities or equity securities that the Company intended to sell or expected to be required to sell for the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 (Successor Company), for the three months ended June 30, 2015 (Successor Company), for the period of February 1, 2015 to June 30, 2015 (Successor Company), and for the period of January 1, 2015 to January 31, 2015 (Predecessor Company).

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



	Successor Company										Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015		For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015		January 1, 2015 to January 31, 2015
	(Dollars In Thousands)										(Dollars In Thousands)
Beginning balance	$	2,619		$	—	$	22,761		$	—	$	15,478
Additions for newly impaired securities	964			4,472		3,056			4,472		—
Additions for previously impaired securities	—			—		525			—		221
Reductions for previously impaired securities due to a change in expected cash flows	—			—		(22,759		)	—		—
Reductions for previously impaired securities that were sold in the current period	(2,619		)	—		(2,619		)	—		—
Ending balance	$	964		$	4,472	$	964		$	4,472	$	15,699

Table of Contents

The following table includes the gross unrealized losses and fair value of the Company’s investments that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of ~~September~~June 30, ~~2015~~2016 (Successor Company):

Less Than 12 Months

12 Months or More

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Loss

Value

Loss

Value

Loss

(Dollars In Thousands)

Residential mortgage-backed securities

$
884,032

$
(14,565
)
$
—

$
—

$
884,032

$
(14,565
)
Commercial mortgage-backed securities

1,104,282

(18,970
)
—

—

1,104,282

(18,970
)
Other asset-backed securities

704,678

(23,743
)
—

—

704,678

(23,743
)
U.S. government-related securities

1,359,161

(15,543
)
—

—

1,359,161

(15,543
)
Other government-related securities

18,884

(476
)
—

—

18,884

(476
)
States, municipalities, and political subdivisions

1,567,309

(119,823
)
—

—

1,567,309

(119,823
)
Corporate securities

23,924,900

(2,064,946
)
—

—

23,924,900

(2,064,946
)
Preferred stock

62,112

(2,250
)
—

—

62,112

(2,250
)
Equities

448,372

(10,761
)
—

—

448,372

(10,761
)

$
30,073,730

$
(2,271,077
)
$
—

$
—

$
30,073,730

$
(2,271,077
)

~~The preferred stock shown above~~



	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(Dollars In Thousands)
Residential mortgage-backed securities	$	192,301	$	(3,103	)	$	152,965	$	(6,150	)	$	345,266	$	(9,253	)
Commercial mortgage-backed securities	43,965		(283		)	194,550		(3,443		)	238,515		(3,726		)
Other asset-backed securities	90,316		(1,188		)	550,860		(34,867		)	641,176		(36,055		)
U.S. government-related securities	1,283		(5		)	57,372		(200		)	58,655		(205		)
States, municipalities, and political subdivisions	34,112		(274		)	718,798		(21,320		)	752,910		(21,594		)
Corporate securities	2,342,859		(128,963		)	13,483,925		(923,124		)	15,826,784		(1,052,087		)
Preferred stock	—		—			19,271		(1,667		)	19,271		(1,667		)
Equities	55,137		(1,225		)	87,602		(3,867		)	142,739		(5,092		)
	$	2,759,973	$	(135,041	)	$	15,265,343	$	(994,638	)	$	18,025,316	$	(1,129,679	)

RMBS and CMBS had gross unrealized losses greater than twelve months of $6.2 million and $3.4 million, respectively, as of ~~September~~June 30, ~~2015~~2016 (Successor Company). Factors such as the credit enhancement within the deal structure, the average life of the securities, and the performance of the underlying collateral support the recoverability of these investments.

The other asset-backed securities had a gross unrealized loss greater than twelve months of $34.9 million as of June 30, 2016 (Successor Company). This category predominately includes student-loan backed auction rate securities, the underlying collateral, of which is ~~included~~at least 97% guaranteed by the Federal Family Education Loan Program (“FFELP”). At this time, the Company has no reason to believe that the U.S. Department of Education would not honor the FFELP guarantee, if it were necessary.

The U.S. government-related securities and the states, municipalities, and political subdivisions categories had gross unrealized losses greater than twelve months of $0.2 million and $21.3 million, respectively, as of June 30, 2016 (Successor Company). These declines were related to changes in interest rates.

The corporate securities category had gross unrealized losses greater than twelve months of $923.1 million as of June 30, 2016 (Successor Company). The aggregate decline in market value of these securities was deemed temporary due to positive factors supporting the ~~equity~~recoverability of the respective investments. Positive factors considered include credit ratings, the financial health of the issuer, the continued access of the issuer to capital markets, and other pertinent information.

As of June 30, 2016 (Successor Company), the Company had a total of 1,414 positions that were in an unrealized loss position, but the Company does not consider these unrealized loss positions to be other-than-temporary. This is based on the aggregate factors discussed previously and because the Company has the ability and intent to hold these investments until the fair values recover, and the Company does not intend to sell or expect to be required to sell the securities ~~total~~before recovering the Company’s amortized cost of the securities.

Table of Contents

The following table includes the gross unrealized losses and fair value of the Company’s investments that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, ~~2014 (Predecessor~~2015 (Successor Company).



	Less Than 12 Months					12 Months or More				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(Dollars In Thousands)
Residential mortgage-backed securities	$	977,433	$	(17,112	)	$	—	$	—	$	977,433	$	(17,112	)
Commercial mortgage-backed securities	1,233,518		(41,858		)	—		—		1,233,518		(41,858		)
Other asset-backed securities	633,274		(18,763		)	—		—		633,274		(18,763		)
U.S. government-related securities	1,291,476		(34,532		)	—		—		1,291,476		(34,532		)
Other government-related securities	17,740		(743		)	—		—		17,740		(743		)
States, municipalities, and political subdivisions	1,566,752		(126,814		)	—		—		1,566,752		(126,814		)
Corporate securities	24,283,448		(2,682,274		)	—		—		24,283,448		(2,682,274		)
Preferred stock	34,685		(1,867		)	—		—		34,685		(1,867		)
Equities	248,493		(6,477		)	—		—		248,493		(6,477		)
	$	30,286,819	$	(2,930,440	)	$	—	$	—	$	30,286,819	$	(2,930,440	)

The book value of the Company’s investment portfolio was marked to fair value as of February 1, 2015 (Successor Company), in conjunction with the Dai-ichi Merger which resulted in the elimination of previously unrealized gains and losses from accumulated other comprehensive income. The level of interest rates as of February 1, 2015 (Successor Company) resulted in an increase in the carrying value of the Company’s investments. Since February 1, 2015 (Successor Company), interest rates have increased resulting in net unrealized losses in the Company’s investment portfolio.

As of September 30, 2015 (Successor Company), the Company had a total of 2,914 positions that were in an unrealized loss position, but the Company does not consider these unrealized loss positions to be other-than-temporary. This is based on the aggregate factors discussed previously and because the Company has the ability and intent to hold these investments until the fair values recover, and the Company does not intend to sell or expect to be required to sell the securities before recovering the Company’s amortized cost of the securities.

The Company does not consider these unrealized loss positions to be other-than-temporary, based on the aggregate factors discussed previously and because the Company has the ability and intent to hold these investments until the fair values recover, and does not intend to sell or expect to be required to sell the securities before recovering the Company’s amortized cost of the securities.

Less Than 12 Months

12 Months or More

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Loss

Value

Loss

Value

Loss

(Dollars In Thousands)

Residential mortgage-backed securities

$
166,271

$
(9,562
)
$
67,280

$
(2,716
)
$
233,551

$
(12,278
)
Commercial mortgage-backed securities

49,909

(334
)
102,529

(2,030
)
152,438

(2,364
)
Other asset-backed securities

108,666

(6,473
)
537,486

(29,477
)
646,152

(35,950
)
U.S. government-related securities

231,917

(3,868
)
280,803

(5,414
)
512,720

(9,282
)
Other government-related securities

—

—

—

—

—

—

States, municipalities, and political subdivisions

1,904

(134
)
10,482

(297
)
12,386

(431
)
Corporate securities

1,659,287

(76,341
)
776,864

(62,690
)
2,436,151

(139,031
)
Equities

17,430

(217
)
129,719

(13,965
)
147,149

(14,182
)

$
2,235,384

$
(96,929
)
$
1,905,163

$
(116,589
)
$
4,140,547

$
(213,518
)

RMBS had a gross unrealized loss greater than twelve months of $2.7 million as of December 31, 2014 (Predecessor Company). Factors such as the credit enhancement within the deal structure, the average life of the securities, and the performance of the underlying collateral support the recoverability of these investments.

CMBS had a gross unrealized loss greater than twelve months of $2.0 million as of December 31, 2014 (Predecessor Company). Factors such as the credit enhancement within the deal structure, the average life of the securities, and the performance of the underlying collateral support the recoverability of these investments.

The other asset-backed securities had a gross unrealized loss greater than twelve months of $29.5 million as of December 31, 2014 (Predecessor Company). This category predominately includes student-loan backed auction rate securities, the underlying collateral, of which is at least 97% guaranteed by the Federal Family Education Loan Program (“FFELP”). These unrealized losses have occurred within the Company’s auction rate securities (“ARS”) portfolio since the market collapse during 2008. At this time, the Company has no reason to believe that the U.S. Department of Education would not honor the FFELP guarantee, if it were necessary.

The U.S. government-related category had gross unrealized losses greater than twelve months of $5.4 million as of December 31, 2014 (Predecessor Company). These declines were entirely related to changes in interest rates.

The corporate securities category had gross unrealized losses greater than twelve months of $62.7 million as of December 31, 2014 (Predecessor Company). The aggregate decline in market value of these securities was deemed temporary due to positive factors supporting the recoverability of the respective investments. Positive factors considered include credit ratings, the financial health of the issuer, the continued access of the issuer to capital markets, and other pertinent information.

The equities category had a gross unrealized loss greater than twelve months of $14.0 million as of December 31, 2014 (Predecessor Company). The aggregate decline in market value of these securities was deemed temporary due to factors supporting the recoverability of the respective investments. Positive factors include credit ratings, the financial health of the issuer, the continued access of the issuer to the capital markets, and other pertinent information.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the Company had securities in its available-for-sale portfolio which were rated below investment grade of ~~$1.5~~$1.8 billion and had an amortized cost of ~~$1.6~~$1.9 billion. In addition, included in the Company’s trading portfolio, the Company held ~~$302.1~~$270.8 million of securities which were rated below investment grade. Approximately ~~$974.3~~$325.5 million of the available-for-sale and trading securities that were below investment grade ~~securities~~ were not publicly traded.

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

Table of Contents

The amortized cost and fair value of the Company’s investments classified as held-to-maturity as of June 30, 2016 (Successor Company) and December 31, 2015 (Successor Company), are as follows:

Successor Company Amortized
Cost
Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Total OTTI
Recognized
in OCI
As of June 30, 2016
(Dollars In Thousands)
Fixed maturities:

Securities issued by affiliates:
Red Mountain LLC $ 626,280
$ —
$ (22,879 ) $ 603,401
$ —
Steel City LLC 2,153,000
97,387
—
2,250,387
—
$ 2,779,280
$ 97,387
$ (22,879 ) $ 2,853,788
$ —

Successor Company Amortized
Cost
Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Total OTTI
Recognized
in OCI
As of December 31, 2015
(Dollars In Thousands)
Fixed maturities:

Securities issued by affiliates:
Red Mountain LLC $ 593,314
$ —
$ (78,314 ) $ 515,000
$ —
$ 593,314
$ —
$ (78,314 ) $ 515,000
$ —

During the three and six months ended June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company), the period of February 1, 2015 to June 30, 2015 (Successor Company), and the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company did not record any other-than-temporary impairments on held-to-maturity securities.

The Company’s held-to-maturity securities had $97.4 million of gross unrealized gains and $22.9 million of gross unrecognized holding losses by maturity as of June 30, 2016 (Successor Company). The Company does not consider these unrecognized holding losses to be other-than-temporary based on certain positive factors associated with the securities which include credit ratings of the guarantor, financial health of the issuer and guarantor, continued access of the issuer to capital markets and other pertinent information. These held-to-maturity securities are issued by affiliates of the Company which are considered variable interest entities ("VIE's"). The Company is not the primary beneficiary of these entities and thus the securities are not eliminated in consolidation. These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are affiliates of the Company.

The Company’s held-to-maturity securities had $78.3 million of gross unrecognized holding losses as of December 31, 2015 (Successor Company). The Company does not consider these unrecognized holding losses to be other-than-temporary based on certain positive factors associated with the securities which include credit ratings of the guarantor, financial health of the issuer and guarantor, continued access of the issuer to capital markets and other pertinent information.

Variable Interest Entities

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

Based on this analysis, the Company had an interest in two subsidiaries as of June 30, 2016 (Successor Company), Red Mountain LLC ("Red Mountain") and Steel City LLC ("Steel City"), that were determined to be VIEs. As of December 31, 2015 (Successor Company), the Company had an interest in one ~~wholly owned~~ subsidiary, Red Mountain, ~~LLC (“Red Mountain”),~~ that was determined to be a ~~VIE as of September 30, 2015 (Successor Company) and December 31, 2014 (Predecessor Company).~~ VIE.

The activity most significant to Red Mountain is the issuance of a note in connection with a financing transaction involving Golden Gate V Vermont Captive Insurance Company (“Golden Gate V”) ~~and the Company~~ in which Golden Gate V issued non-recourse funding obligations to Red Mountain and Red Mountain issued ~~the~~a note (the "Red Mountain Note") to Golden Gate V. ~~Credit enhancement on the Red Mountain Note is provided by an unrelated third party.~~ For details of this transaction, see Note ~~10,~~12, Debt and Other Obligations. The Company had the power, via its 100% ownership through an affiliate, to direct the activities of the VIE, but did not have the obligation to absorb losses related to the primary risks or sources of variability to the VIE. The variability of loss would be borne primarily by the third party in its function as provider of credit enhancement on the Red Mountain Note. Accordingly, it was determined that the Company is not the primary beneficiary of the VIE. The

Table of Contents

Company’s risk of loss related to the VIE is limited to its investment, through an affiliate, of $10,000. Additionally, the Company has guaranteed Red Mountain’s payment obligation for the credit enhancement fee to the unrelated third party provider. As of June 30, 2016 (Successor Company), no payments have been made or required related to this guarantee.

Steel City, a newly formed wholly owned subsidiary of the Company, entered into a financing agreement on January 15, 2016 involving Golden Gate Captive Insurance Company, in which Golden Gate issued non-recourse funding obligations to Steel City and Steel City issued three notes (the “Steel City Notes”) to Golden Gate. Credit enhancement on the Steel City Notes is provided by unrelated third parties. For details of the financing transaction, see Note 12, Debt and Other Obligations. The activity most significant to Steel City is the issuance of the Steel City Notes. The Company had the power, via its 100% ownership, to direct the activities of the VIE, but did not have the obligation to absorb losses related to the primary risks or sources of variability to the VIE. The variability of loss would be borne primarily by the third parties in their function as providers of credit enhancement on the Steel City Notes. Accordingly, it was determined that the Company is not the primary beneficiary of the VIE. The Company’s risk of loss related to the VIE is limited to its investment of $10,000. Additionally, the Company has guaranteed ~~the VIE’s~~Steel City’s payment obligation for the credit enhancement fee to the unrelated third party ~~provider.~~providers. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), no payments have been made or required related to this guarantee.

7.FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

a.Quoted prices for similar assets or liabilities in active markets

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

c.Inputs other than quoted market prices that are observable


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

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

Table of Contents

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of June 30, 2016 (Successor Company):

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

Fixed maturity securities - available-for-sale

Residential mortgage-backed securities $ —
$ 1,941,681
$ 3
$ 1,941,684
Commercial mortgage-backed securities —
1,596,760
—
1,596,760
Other asset-backed securities —
587,501
533,141
1,120,642
U.S. government-related securities 1,108,503
263,293
—
1,371,796
State, municipalities, and political subdivisions —
1,737,499
—
1,737,499
Other government-related securities —
18,680
—
18,680
Corporate securities —
27,427,803
783,143
28,210,946
Preferred stock 45,155
19,272
—
64,427
Total fixed maturity securities - available-for-sale 1,153,658
33,592,489
1,316,287
36,062,434
Fixed maturity securities - trading

Residential mortgage-backed securities —
271,994
—
271,994
Commercial mortgage-backed securities —
157,176
—
157,176
Other asset-backed securities —
123,076
151,964
275,040
U.S. government-related securities 41,639
4,868
—
46,507
State, municipalities, and political subdivisions —
362,504
—
362,504
Other government-related securities —
60,261
—
60,261
Corporate securities —
1,595,943
16,587
1,612,530
Preferred stock 3,432
147
—
3,579
Total fixed maturity securities - trading 45,071
2,575,969
168,551
2,789,591
Total fixed maturity securities 1,198,729
36,168,458
1,484,838
38,852,025
Equity securities 669,924
35
69,750
739,709
Other long-term investments(1)
311,141
266,478
48,999
626,618
Short-term investments 279,453
6,748
—
286,201
Total investments 2,459,247
36,441,719
1,603,587
40,504,553
Cash 428,519
—
—
428,519
Other assets 19,171
—
—
19,171
Assets related to separate accounts

Variable annuity 12,891,214
—
—
12,891,214
Variable universal life 831,818
—
—
831,818
Total assets measured at fair value on a recurring basis $ 16,629,969
$ 36,441,719
$ 1,603,587
$ 54,675,275
Liabilities:

Annuity account balances(2)
$ —
$ —
$ 88,820
$ 88,820
Other liabilities (1)
59,711
13,321
972,084
1,045,116
Total liabilities measured at fair value on a recurring basis $ 59,711
$ 13,321
$ 1,060,904
$ 1,133,936

(1)Includes certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

Table of Contents

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 (Successor Company):

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

Fixed maturity securities - available-for-sale

Residential mortgage-backed securities $ —
$ 1,765,270
$ 3
$ 1,765,273
Commercial mortgage-backed securities —
1,286,887
—
1,286,887
Other asset-backed securities —
210,020
587,031
797,051
U.S. government-related securities 1,054,353
477,824
—
1,532,177
State, municipalities, and political subdivisions —
1,603,600
—
1,603,600
Other government-related securities —
17,740
—
17,740
Corporate securities 83
24,941,584
902,119
25,843,786
Preferred stock 43,073
19,614
—
62,687
Total fixed maturity securities - available-for-sale 1,097,509
30,322,539
1,489,153
32,909,201
Fixed maturity securities - trading

Residential mortgage-backed securities —
286,658
—
286,658
Commercial mortgage-backed securities —
146,743
—
146,743
Other asset-backed securities —
122,511
152,912
275,423
U.S. government-related securities 233,592
4,755
—
238,347
State, municipalities, and political subdivisions —
313,354
—
313,354
Other government-related securities —
58,827
—
58,827
Corporate securities —
1,322,276
18,225
1,340,501
Preferred stock 2,794
1,402
—
4,196
Total fixed maturity securities - trading 236,386
2,256,526
171,137
2,664,049
Total fixed maturity securities 1,333,895
32,579,065
1,660,290
35,573,250
Equity securities 656,437
13,063
69,763
739,263
Other long-term investments ⁽¹⁾
113,699
141,487
96,830
352,016
Short-term investments 261,947
6,771
—
268,718
Total investments 2,365,978
32,740,386
1,826,883
36,933,247
Cash 396,072
—
—
396,072
Other assets 19,099
—
—
19,099
Assets related to separate accounts

Variable annuity 12,829,188
—
—
12,829,188
Variable universal life 827,610
—
—
827,610
Total assets measured at fair value on a recurring basis $ 16,437,947
$ 32,740,386
$ 1,826,883
$ 51,005,216
Liabilities:

Annuity account balances ⁽²⁾
$ —
$ —
$ 92,512
$ 92,512
Other liabilities ⁽¹⁾
40,067
3,932
585,556
629,555
Total liabilities measured at fair value on a recurring basis $ 40,067
$ 3,932
$ 678,068
$ 722,067

(1)Includes certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

Table of Contents

Determination of fair values

The valuation methodologies used to determine the fair values of assets and liabilities reflect market participant assumptions and are based on the application of the fair value hierarchy that prioritizes observable market inputs over unobservable inputs. The Company determines the fair values of certain financial assets and financial liabilities based on quoted market prices, where available. The Company also determines certain fair values based on future cash flows discounted at the appropriate current market rate. Fair values reflect adjustments for counterparty credit quality, the Company’s credit standing, liquidity, and where appropriate, risk margins on unobservable parameters. The following is a discussion of the methodologies used to determine fair values for the financial instruments as listed in the above table.

The fair value of fixed maturity, short-term, and equity securities is determined by management after considering one of three primary sources of information: third party pricing services, non-binding independent broker quotations, or pricing matrices. Security pricing is applied using a “waterfall” approach whereby publicly available prices are first sought from third party pricing services, the remaining unpriced securities are submitted to independent brokers for non-binding prices, or lastly, securities are priced using a pricing matrix. Typical inputs used by these three pricing methods include, but are not limited to: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. Third party pricing services price approximately 90% of the Company’s available-for-sale and trading fixed maturity securities. Based on the typical trading volumes and the lack of quoted market prices for available-for-sale and trading fixed maturities, third party pricing services derive the majority of security prices from observable market inputs such as recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information outlined above. If there are no recent reported trades, the third party pricing services and brokers may use matrix or model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Certain securities are priced via independent non-binding broker quotations, which are considered to have no significant unobservable inputs. When using non-binding independent broker quotations, the Company obtains one quote per security, typically from the broker from which we purchased the security. A pricing matrix is used to price securities for which the Company is unable to obtain or effectively rely on either a price from a third party pricing service or an independent broker quotation.

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

For securities that are priced via non-binding independent broker quotations, the Company assesses whether prices received from independent brokers represent a reasonable estimate of fair value through an analysis using internal and external cash flow models developed based on spreads and, when available, market indices. The Company uses a market-based cash flow analysis to validate the reasonableness of prices received from independent brokers. These analytics, which are updated daily, incorporate various metrics (yield curves, credit spreads, prepayment rates, etc.) to determine the valuation of such holdings. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the analytics, the price received from the independent broker is adjusted accordingly. The Company did not adjust any quotes or prices received from brokers during the six months ended June 30, 2016 (Successor Company).

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

Asset-Backed Securities

This category mainly consists of residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”). As of June 30, 2016 (Successor Company), the Company held $4.7 billion of ABS classified as Level 2. These securities are priced from information provided by a third party pricing service and independent broker quotes. The third party pricing services and brokers mainly value securities using both a market and income approach to valuation. As part of this valuation process they consider the following characteristics of the item being measured to be relevant inputs: 1) weighted-average coupon rate, 2) weighted-average years to maturity, 3) types of underlying assets, 4) weighted-average coupon rate of the underlying assets, 5) weighted-average years to maturity of the underlying assets, 6) seniority level of the tranches owned, and 7) credit ratings of the securities.

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

As of June 30, 2016 (Successor Company), the Company held $685.1 million of Level 3 ABS, which included $533.1 million of other asset-backed securities classified as available-for-sale and $152.0 million of other asset-backed securities classified

Table of Contents

as trading. These securities are predominantly ARS whose underlying collateral is at least 97% guaranteed by the FFELP. As a result of the ARS market collapse during 2008, the Company prices its ARS using an income approach valuation model. As part of the valuation process the Company reviews the following characteristics of the ARS in determining the relevant inputs: 1) weighted-average coupon rate, 2) weighted-average years to maturity, 3) types of underlying assets, 4) weighted-average coupon rate of the underlying assets, 5) weighted-average years to maturity of the underlying assets, 6) seniority level of the tranches owned, 7) credit ratings of the securities, 8) liquidity premium, and 9) paydown rate.

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

As of June 30, 2016 (Successor Company), the Company classified approximately $31.5 billion of corporate securities, U.S. government-related securities, states, municipals, and political subdivisions, and other government-related securities as Level 2. The fair value of the Level 2 securities is predominantly priced by broker quotes and a third party pricing service. The Company has reviewed the valuation techniques of the brokers and third party pricing service and has determined that such techniques used Level 2 market observable inputs. The following characteristics of the securities are considered to be the primary relevant inputs to the valuation: 1) weighted- average coupon rate, 2) weighted-average years to maturity, 3) seniority, and 4) credit ratings. The Company reviews the methodologies and valuation techniques (including the ability to observe inputs) in assessing the information received from external pricing services and in consideration of the fair value presentation.

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

As of June 30, 2016 (Successor Company), the Company classified approximately $799.7 million of securities as Level 3 valuations. Level 3 securities primarily represent investments in illiquid bonds for which no price is readily available. To determine a price, the Company uses a discounted cash flow model with both observable and unobservable inputs. These inputs are entered into an industry standard pricing model to determine the final price of the security. These inputs include: 1) principal and interest payments, 2) coupon rate, 3) sector and issuer level spread over treasury, 4) underlying collateral, 5) credit ratings, 6) maturity, 7) embedded options, 8) recent new issuance, 9) comparative bond analysis, and 10) an illiquidity premium.

Equities

As of June 30, 2016 (Successor Company), the Company held approximately $69.8 million of equity securities classified as Level 2 and Level 3. Of this total, $65.7 million represents Federal Home Loan Bank (“FHLB”) stock. The Company believes that the cost of the FHLB stock approximates fair value.

Other Long-Term Investments and Other Liabilities

Other long-term investments and other liabilities consist entirely of free-standing and embedded derivative financial instruments. Refer to Note 8, Derivative Financial Instruments for additional information related to derivatives. Derivative financial instruments are valued using exchange prices, independent broker quotations, or pricing valuation models, which utilize market data inputs. Excluding embedded derivatives, as of June 30, 2016 (Successor Company), 100% of derivatives based upon notional values were priced using exchange prices or independent broker quotations. Inputs used to value derivatives include, but are not limited to, interest swap rates, credit spreads, interest rate and equity market volatility indices, equity index levels, and treasury rates. The Company performs monthly analysis on derivative valuations that includes both quantitative and qualitative analyses.

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

Derivative instruments classified as Level 2 primarily include interest rate and inflation swaps, options, and swaptions. These derivative valuations are determined using independent broker quotations, which are corroborated with observable market inputs.

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

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

The embedded derivatives are carried at fair value in “other long-term investments” and “other liabilities” on the Company’s consolidated condensed balance sheet. The changes in fair value are recorded in earnings as “Realized investment gains (losses)—Derivative financial instruments”. Refer to Note 8, Derivative Financial Instruments for more information related to each embedded derivatives gains and losses.

Table of Contents

The risk neutral scenarios are generated using the current swap curve and projected equity volatilities and correlations. The projected equity volatilities are based on a blend of historical volatility and near- term equity market implied volatilities. The equity correlations are based on historical price observations. For policyholder behavior assumptions, expected lapse and utilization assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the National Association of Insurance Commissioners 1994 Variable Annuity MGDB Mortality Table with company experience, with attained age factors varying from 44.5% - 100%. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR plus a credit spread (to represent the Company’s non-performance risk). As a result of using significant unobservable inputs, the GMWB embedded derivative is categorized as Level 3. These assumptions are reviewed on a quarterly basis.

The balance of the FIA embedded derivative is impacted by policyholder cash flows associated with the FIA product that are allocated to the embedded derivative in addition to changes in the fair value of the embedded derivative during the reporting period. The fair value of the FIA embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using current index values and volatility, the hedge budget used to price the product, and policyholder assumptions (both elective and non-elective). For policyholder behavior assumptions, expected lapse and withdrawal assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the 1994 Variable Annuity MGDB mortality table modified with company experience, with attained age factors varying from 49% - 80%. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR up to one year and constant maturity treasury rates plus a credit spread (to represent the Company’s non-performance risk) thereafter. Policyholder assumptions are reviewed on an annual basis. As a result of using significant unobservable inputs, the FIA embedded derivative is categorized as Level 3.

The balance of the indexed universal life (“IUL”) embedded derivative is impacted by policyholder cash flows associated with the IUL product that are allocated to the embedded derivative in addition to changes in the fair value of the embedded derivative during the reporting period. The fair value of the IUL embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using current index values and volatility, the hedge budget used to price the product, and policyholder assumptions (both elective and non-elective). For policyholder behavior assumptions, expected lapse and withdrawal assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the SOA 2015 VBT Primary Tables modified with company experience, with attained age factors varying from 38% - 153%. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR up to one year and constant maturity treasury rates plus a credit spread (to represent the Company’s non-performance risk) thereafter. Policyholder assumptions are reviewed on an annual basis. As a result of using significant unobservable inputs, the IUL embedded derivative is categorized as Level 3.

The Company has assumed and ceded certain blocks of policies under modified coinsurance agreements in which the investment results of the underlying portfolios inure directly to the reinsurers. As a result, these agreements contain embedded derivatives that are reported at fair value. Changes in their fair value are reported in earnings. The investments supporting these agreements are designated as “trading securities”; therefore changes in their fair value are also reported in earnings. As of June 30, 2016 (Successor Company), the fair value of the embedded derivative is based upon the relationship between the statutory policy liabilities (net of policy loans) of $2.4 billion and the statutory unrealized gain (loss) of the securities of $253.2 million. As a result, changes in the fair value of the embedded derivatives are largely offset by the changes in fair value of the related investments and each are reported in earnings. The fair value of the embedded derivative is considered a Level 3 valuation due to the unobservable nature of the policy liabilities.

Annuity Account Balances

The Company records certain of its FIA reserves at fair value. The fair value is considered a Level 3 valuation. The FIA valuation model calculates the present value of future benefit cash flows less the projected future profits to quantify the net liability that is held as a reserve. This calculation is done using multiple risk neutral stochastic equity scenarios. The cash flows are discounted using LIBOR plus a credit spread. Best estimate assumptions are used for partial withdrawals, lapses, expenses and asset earned rate with a risk margin applied to each. These assumptions are reviewed at least annually as a part of the formal unlocking process. If an event were to occur within a quarter that would make the assumptions unreasonable, the assumptions would be reviewed within the quarter.

The discount rate for the fixed indexed annuities is based on an upward sloping rate curve which is updated each quarter. The discount rates for June 30, 2016 (Successor Company), ranged from a one month rate of 0.68%, a 5 year rate of 1.82%, and a 30 year rate of 3.03%. A credit spread component is also included in the calculation to accommodate non-performance risk.

Separate Accounts

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

Table of Contents

Valuation of Level 3 Financial Instruments

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

Successor
Company

Fair Value
As of
June 30, 2016
Valuation
Technique

Unobservable
Input

Range
(Weighted Average)
(Dollars In Thousands)
Assets:
Other asset-backed securities $ 524,166
Discounted cash flow Liquidity premium 0.24% - 1.14% (0.55%)

Paydown rate 9.37% - 11.91% (10.16%)
Corporate securities 758,312
Discounted cash flow Spread over
Treasury 0.70% - 6.25% (2.45%)
Liabilities:

Embedded derivatives - GMWB(1)
$ 518,871
Actuarial cash flow model Mortality 1994 MGDB table with

company experience

Lapse 0.3% - 15%, depending on

product/duration/funded

status of guarantee

Utilization 99%. 10% of policies have a

one-time over-utilization of

400%

Nonperformance risk 0.22% - 1.20%
Annuity account balances(2)
88,820
Actuarial cash flow model Asset earned rate 4.53% - 5.67%

Expenses $83 per policy

Withdrawal rate 2.20%

Mortality 1994 MGDB table with

company experience

Lapse 2.2% - 33.0%, depending

on duration/surrender

charge period

Return on assets 1.50% - 1.85% depending on

duration/surrender

charge period

Nonperformance risk 0.22% - 1.20%
Embedded derivative - FIA 119,997
Actuarial cash flow model Expenses $83 per policy

Withdrawal rate 1.1% - 4.5% depending on

duration and tax qualification

Mortality 1994 MGDB table with

company experience

Lapse 2.5% - 40.0%, depending

on duration/surrender

charge period

Nonperformance risk 0.22% - 1.20%
Embedded derivative - IUL 46,711
Actuarial cash flow model Mortality 38% — 153% of 2015

VBT Primary Tables

Lapse 0.5% - 10.0%, depending on

duration/distribution channel

and smoking class

Nonperformance risk 0.22% - 1.20%

(1)The fair value for the GMWB embedded derivative is presented as a net liability for the purposes of this chart. Excludes modified coinsurance arrangements.

(2)Represents liabilities related to fixed indexed annuities.

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

Table of Contents

The Company has considered all reasonably available quantitative inputs as of June 30, 2016 (Successor Company), but the valuation techniques and inputs used by some brokers in pricing certain financial instruments are not shared with the Company. This resulted in $205.4 million of financial instruments being classified as Level 3 as of June 30, 2016 (Successor Company). Of the $205.4 million, $160.9 million are other asset-backed securities, $41.4 million are corporate securities, and $3.1 million are equity securities.

In certain cases the Company has determined that book value materially approximates fair value. As of June 30, 2016 (Successor Company), the Company held $66.7 million of financial instruments where book value approximates fair value which was predominantly FHLB stock.

Table of Contents

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

Successor
Company

Fair Value
As of
December 31, 2015
Valuation
Technique

Unobservable
Input

Range
(Weighted Average)
(Dollars In Thousands)
Assets:
Other asset-backed securities $ 587,031
Discounted cash flow Liquidity premium 0.27% - 1.49% (0.42%)

Paydown rate 10.20% - 14.72% (13.11%)
Corporate securities 875,810
Discounted cash flow Spread over 0.10% - 19.00% (2.61%)

treasury
Liabilities:

Embedded derivatives - GMWB(1)
$ 181,612
Actuarial cash flow model Mortality 1994 MGDB table with company

experience

Lapse 0.3% - 15%, depending on

product/duration/funded

status of guarantee

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

Nonperformance risk 0.18% - 1.04%
Annuity account balances(2)
92,512
Actuarial cash flow model Asset earned rate 4.53% - 5.67%

Expenses $81 per policy

Withdrawal rate 2.20%

Mortality 1994 MGDB table with company

experience

Lapse 2.2% - 33.0%, depending

on duration/surrender

charge period

Return on assets 1.50% - 1.85% depending on

surrender charge period

Nonperformance risk 0.18% - 1.04%
Embedded derivative - FIA 100,329
Actuarial cash flow model Expenses $81.50 per policy

Withdrawal rate 1.1% - 4.5% depending on

duration and tax qualification

Mortality 1994 MGDB table with company

experience

Lapse 2.5% - 40.0%, depending

on duration/surrender

charge period

Nonperformance risk 0.18% - 1.04%
Embedded derivative - IUL 29,629
Actuarial cash flow model Mortality 38% - 153% of 2015

VBT Primary Tables

Lapse 0.5% - 10.0%, depending

on duration/distribution

channel and smoking class

Nonperformance risk 0.18% - 1.04%

(1)The fair value for the GMWB embedded derivative is presented as a net liability for the purposes of this chart. Excludes modified coinsurance arrangements.

(2)Represents liabilities related to fixed indexed annuities.

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

The Company has considered all reasonably available quantitative inputs as of December 31, 2015 (Successor Company), but the valuation techniques and inputs used by some brokers in pricing certain financial instruments are not shared with the

Table of Contents

Company. This resulted in $200.5 million of financial instruments being classified as Level 3 as of December 31, 2015 (Successor Company). Of the $200.5 million, $152.9 million are other asset-backed securities, $44.5 million are corporate securities, and $3.1 million are equity securities.

In certain cases the Company has determined that book value materially approximates fair value. As of December 31, 2015 (Successor Company), the Company held $66.7 million of financial instruments where book value approximates fair value which are predominantly FHLB stock.

The asset-backed securities classified as Level 3 are predominantly ARS. A change in the paydown rate (the projected annual rate of principal reduction) of the ARS can significantly impact the fair value of these securities. A decrease in the paydown rate would increase the projected weighted average life of the ARS and increase the sensitivity of the ARS’ fair value to changes in interest rates. An increase in the liquidity premium would result in a decrease in the fair value of the securities, while a decrease in the liquidity premium would increase the fair value of these securities.

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

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

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

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

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

Table of Contents

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the three months ended June 30, 2016 (Successor Company), for which the Company has used significant unobservable inputs (Level 3):

Total
Realized and Unrealized
Gains

Total
Realized and Unrealized
Losses

Total
Gains (losses)
included in

Beginning
Balance

Included
in
Earnings

Included
in
Other
Comprehensive
Income

Included
in
Earnings

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

Earnings
related to
Instruments
still held at
the Reporting
Date
(Dollars In Thousands)
Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities $ 3
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ 3
$ —
Other asset-backed securities 537,831
—
769
—
(8,350 ) 9,597
(7,629 ) —
—
—
923
533,141
—
Corporate securities 833,737
925
16,189
—
(694 ) 9,558
(57,123 ) —
—
(16,773 ) (2,676 ) 783,143
—
Total fixed maturity securities - available-for-sale 1,371,571
925
16,958
—
(9,044 ) 19,155
(64,752 ) —
—
(16,773 ) (1,753 ) 1,316,287
—
Fixed maturity securities - trading

Other asset-backed securities 150,683
1,822
—
(8 ) —
—
(609 ) —
—
—
76
151,964
1,814
Corporate securities 5,677
24
—
—
—
10,908
1
—
—
—
(23 ) 16,587
25
Total fixed maturity securities - trading 156,360
1,846
—
(8 ) —
10,908
(608 ) —
—
—
53
168,551
1,839
Total fixed maturity securities 1,527,931
2,771
16,958
(8 ) (9,044 ) 30,063
(65,360 ) —
—
(16,773 ) (1,700 ) 1,484,838
1,839
Equity securities 69,728
—
—
—
—
22
—
—
—
—
—
69,750
—
Other long-term investments⁽¹⁾
66,696
1,568
—
(19,265 ) —
—
—
—
—
—
—
48,999
(17,697 )
Total investments 1,664,355
4,339
16,958
(19,273 ) (9,044 ) 30,085
(65,360 ) —
—
(16,773 ) (1,700 ) 1,603,587
(15,858 )
Total assets measured at fair value on a recurring basis $ 1,664,355
$ 4,339
$ 16,958
$ (19,273 ) $ (9,044 ) $ 30,085
$ (65,360 ) $ —
$ —
$ (16,773 ) $ (1,700 ) $ 1,603,587
$ (15,858 )
Liabilities:

Annuity account balances⁽²⁾
$ 90,123
$ —
$ —
$ (530 ) $ —
$ —
$ —
$ 63
$ 1,896
$ —
$ —
$ 88,820
$ —
Other liabilities⁽¹⁾
801,781
15,217
—
(185,520 ) —
—
—
—
—
—
—
972,084
(170,303 )
Total liabilities measured at fair value on a recurring basis $ 891,904
$ 15,217
$ —
$ (186,050 ) $ —
$ —
$ —
$ 63
$ 1,896
$ —
$ —
$ 1,060,904
$ (170,303 )

(1)Represents certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

For the three months ended June 30, 2016 (Successor Company), there were $27.2 million of securities transferred into Level 3.

For the three months ended June 30, 2016 (Successor Company), $44.0 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of June 30, 2016 (Successor Company).

For the three months ended June 30, 2016 (Successor Company), no securities were transferred from Level 2 to Level 1.

For the three months ended June 30, 2016 (Successor Company), no securities were transferred from Level 1.

Table of Contents

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the six months ended June 30, 2016 (Successor Company), for which the Company has used significant unobservable inputs (Level 3):

Total
Realized and Unrealized
Gains

Total
Realized and Unrealized
Losses

Total
Gains (losses)
included in

Beginning
Balance

Included
in
Earnings

Included
in
Other
Comprehensive
Income

Included
in
Earnings

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

Earnings
related to
Instruments
still held at
the Reporting
Date
(Dollars In Thousands)
Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities $ 3
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ 3
$ —
Other asset-backed securities 587,031
6,859
769
—
(21,407 ) 9,597
(58,449 ) —
—
7,457
1,284
533,141
—
Corporate securities 902,119
925
31,111
(4,135 ) (6,981 ) 25,558
(81,865 ) —
—
(77,952 ) (5,637 ) 783,143
—
Total fixed maturity securities - available-for-sale 1,489,153
7,784
31,880
(4,135 ) (28,388 ) 35,155
(140,314 ) —
—
(70,495 ) (4,353 ) 1,316,287
—
Fixed maturity securities - trading

Other asset-backed securities 152,912
2,050
—
(942 ) —
—
(2,212 ) —
—
172
(16 ) 151,964
1,105
Corporate securities 18,225
332
—
(259 ) —
10,908
(4,071 ) —
—
(8,479 ) (69 ) 16,587
241
Total fixed maturity securities - trading 171,137
2,382
—
(1,201 ) —
10,908
(6,283 ) —
—
(8,307 ) (85 ) 168,551
1,346
Total fixed maturity securities 1,660,290
10,166
31,880
(5,336 ) (28,388 ) 46,063
(146,597 ) —
—
(78,802 ) (4,438 ) 1,484,838
1,346
Equity securities 69,763
—
—
—
—
22
—
—
—
(36 ) 1
69,750
—
Other long-term investments⁽¹⁾
96,830
1,568
—
(49,399 ) —
—
—
—
—
—
—
48,999
(47,831 )
Total investments 1,826,883
11,734
31,880
(54,735 ) (28,388 ) 46,085
(146,597 ) —
—
(78,838 ) (4,437 ) 1,603,587
(46,485 )
Total assets measured at fair value on a recurring basis $ 1,826,883
$ 11,734
$ 31,880
$ (54,735 ) $ (28,388 ) $ 46,085
$ (146,597 ) $ —
$ —
$ (78,838 ) $ (4,437 ) $ 1,603,587
$ (46,485 )
Liabilities:

Annuity account balances⁽²⁾
$ 92,512
$ —
$ —
$ (1,096 ) $ —
$ —
$ —
$ 250
$ 5,038
$ —
$ —
$ 88,820
$ —
Other liabilities⁽¹⁾
585,556
15,585
—
(402,113 ) —
—
—
—
—
—
—
972,084
(386,528 )
Total liabilities measured at fair value on a recurring basis $ 678,068
$ 15,585
$ —
$ (403,209 ) $ —
$ —
$ —
$ 250
$ 5,038
$ —
$ —
$ 1,060,904
$ (386,528 )

(1)Represents certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

For the six months ended June 30, 2016 (Successor Company), $71.3 million of securities were transferred into Level 3.

For the six months ended June 30, 2016 (Successor Company), $150.2 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of June 30, 2016 (Successor Company).

For the six months ended June 30, 2016 (Successor Company), $12.2 million of securities were transferred from Level 2 to Level 1.

For the six months ended June 30, 2016 (Successor Company), $0.1 million of securities were transferred from Level 1.

Table of Contents

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the three months ended June 30, 2015 (Successor Company), for which the Company has used significant unobservable inputs (Level 3):

Total
Realized and Unrealized
Gains

Total
Realized and Unrealized
Losses

Total
Gains (losses)
included in

Beginning
Balance

Included
in
Earnings

Included
in
Other
Comprehensive
Income

Included
in
Earnings

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

Earnings
related to
Instruments
still held at
the Reporting
Date
(Dollars In Thousands)
Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities $ 3
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ 3
$ —
Other asset-backed securities 600,132
—
165
(92 ) (9,323 ) —
(87 ) —
—
—
90
590,885
—
Corporate securities 1,283,142
3,656
4,001
(687 ) (24,247 ) 89,929
(219,148 ) —
—
(21,803 ) (3,412 ) 1,111,431
—
Total fixed maturity securities - available-for-sale 1,883,277
3,656
4,166
(779 ) (33,570 ) 89,929
(219,235 ) —
—
(21,803 ) (3,322 ) 1,702,319
—
Fixed maturity securities - trading

Other asset-backed securities 170,500
589
—
(5,173 ) —
—
(5,468 ) —
—
—
146
160,594
(4,587 )
Corporate securities 19,614
140
—
(233 ) —
—
(161 ) —
—
—
(44 ) 19,316
(93 )
Total fixed maturity securities - trading 190,114
729
—
(5,406 ) —
—
(5,629 ) —
—
—
102
179,910
(4,680 )
Total fixed maturity securities 2,073,391
4,385
4,166
(6,185 ) (33,570 ) 89,929
(224,864 ) —
—
(21,803 ) (3,220 ) 1,882,229
(4,680 )
Equity securities 69,951
—
—
—
—
—
(231 ) —
—
—
—
69,720
—
Other long-term investments⁽¹⁾
122,894
46,702
—
—
—
—
—
—
—
—
—
169,596
46,702
Total investments 2,266,236
51,087
4,166
(6,185 ) (33,570 ) 89,929
(225,095 ) —
—
(21,803 ) (3,220 ) 2,121,545
42,022
Total assets measured at fair value on a recurring basis $ 2,266,236
$ 51,087
$ 4,166
$ (6,185 ) $ (33,570 ) $ 89,929
$ (225,095 ) $ —
$ —
$ (21,803 ) $ (3,220 ) $ 2,121,545
$ 42,022
Liabilities:

Annuity account balances⁽²⁾
$ 97,108
$ —
$ —
$ (911 ) $ —
$ —
$ —
$ 72
$ 2,913
$ —
$ —
$ 95,178
$ —
Other liabilities⁽¹⁾
627,515
224,194
—
(24,444 ) —
—
—
—
—
—
—
427,765
199,750
Total liabilities measured at fair value on a recurring basis $ 724,623
$ 224,194
$ —
$ (25,355 ) $ —
$ —
$ —
$ 72
$ 2,913
$ —
$ —
$ 522,943
$ 199,750

(1)Represents certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

For the three months ended June 30, 2015 (Successor Company), there were no securities transferred into Level 3.

For the three months ended June 30, 2015 (Successor Company), $21.8 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of June 30, 2015 (Successor Company).

For the three months ended June 30, 2015 (Successor Company), there were no securities transferred from Level 2 to Level 1.

For the three months ended June 30, 2015 (Successor Company), there were no securities transferred from Level 1.

Table of Contents

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the period of February 1, 2015 to June 30, 2015 (Successor Company), for which the Company has used significant unobservable inputs (Level 3):

Total
Realized and Unrealized
Gains

Total
Realized and Unrealized
Losses

Total
Gains (losses)
included in

Beginning
Balance

Included
in
Earnings

Included
in
Other
Comprehensive
Income

Included
in
Earnings

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

Earnings
related to
Instruments
still held at
the Reporting
Date
(Dollars In Thousands)
Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities $ 3
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ 3
$ —
Other asset-backed securities 603,646
—
165
(92 ) (12,891 ) —
(127 ) —
—
—
184
590,885
—
States, municipals, and political subdivisions 3,675
—
—
—
—
—
(3,675 ) —
—
—
—
—
—
Corporate securities 1,307,259
4,291
15,619
(687 ) (24,247 ) 111,929
(254,935 ) —
—
(41,853 ) (5,945 ) 1,111,431
—
Total fixed maturity securities - available-for-sale 1,914,583
4,291
15,784
(779 ) (37,138 ) 111,929
(258,737 ) —
—
(41,853 ) (5,761 ) 1,702,319
—
Fixed maturity securities - trading

Other asset-backed securities 169,473
3,949
—
(5,173 ) —
—
(7,876 ) —
—
—
221
160,594
(5,829 )
Corporate securities 25,130
174
—
(299 ) —
—
(5,584 ) —
—
—
(105 ) 19,316
(1,180 )
Total fixed maturity securities - trading 194,603
4,123
—
(5,472 ) —
—
(13,460 ) —
—
—
116
179,910
(7,009 )
Total fixed maturity securities 2,109,186
8,414
15,784
(6,251 ) (37,138 ) 111,929
(272,197 ) —
—
(41,853 ) (5,645 ) 1,882,229
(7,009 )
Equity securities 73,044
—
—
—
—
—
(231 ) —
—
—
(3,093 ) 69,720
—
Other long-term investments⁽¹⁾
93,274
76,342
—
(20 ) —
—
—
—
—
—
—
169,596
76,322
Total investments 2,275,504
84,756
15,784
(6,271 ) (37,138 ) 111,929
(272,428 ) —
—
(41,853 ) (8,738 ) 2,121,545
69,313
Total assets measured at fair value on a recurring basis $ 2,275,504
$ 84,756
$ 15,784
$ (6,271 ) $ (37,138 ) $ 111,929
$ (272,428 ) $ —
$ —
$ (41,853 ) $ (8,738 ) $ 2,121,545
$ 69,313
Liabilities:

Annuity account balances⁽²⁾
$ 98,279
$ —
$ —
$ (1,544 ) $ —
$ —
$ —
$ 86
$ 4,731
$ —
$ —
$ 95,178
$ —
Other liabilities⁽¹⁾
742,130
358,811
—
(44,446 ) —
—
—
—
—
—
—
427,765
314,365
Total liabilities measured at fair value on a recurring basis $ 840,409
$ 358,811
$ —
$ (45,990 ) $ —
$ —
$ —
$ 86
$ 4,731
$ —
$ —
$ 522,943
$ 314,365

(1)Represents certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

For the period of February 1, 2015 to June 30, 2015 (Successor Company), there were no transfers of securities into Level 3.

For the period of February 1, 2015 to June 30, 2015 (Successor Company), $41.9 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were no longer available in previous periods but were priced by independent pricing services or brokers as of June 30, 2015 (Successor Company).

For the period of February 1, 2015 to June 30, 2015 (Successor Company), $90.4 million of securities were transferred from Level 2 to Level 1.

For the period of February 1, 2015 to June 30, 2015 (Successor Company), there were no transfers from Level 1.

Table of Contents

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for period of January 1, 2015 to January 31, 2015 (Predecessor Company), for which the Company has used significant unobservable inputs (Level 3):

Total
Realized and Unrealized
Gains

Total
Realized and Unrealized
Losses

Total
Gains (losses)
included in

Beginning
Balance

Included in
Earnings

Included in
Other
Comprehensive
Income

Included in
Earnings

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

Earnings
related to
Instruments
still held at
the Reporting
Date
(Dollars In Thousands)
Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities $ 3
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ 3
$ —
Other asset-backed securities 563,961
—
—
—
(3,867 ) —
(32 ) —
—
43,205
379
603,646
—
U.S. government-related securities —
—
—
—
—
—
—
—
—
—
—
—
—
States, municipals, and political subdivisions 3,675
—
—
—
—
—
—
—
—
—
—
3,675
—
Corporate securities 1,325,683
—
12,282
—
(23,029 ) —
(7,062 ) —
—
—
(615 ) 1,307,259
—
Total fixed maturity securities - available-for-sale 1,893,322
—
12,282
—
(26,896 ) —
(7,094 ) —
—
43,205
(236 ) 1,914,583
—
Fixed maturity securities - trading

Other asset-backed securities 169,461
586
—
(139 ) —
—
(472 ) —
—
—
37
169,473
447
Corporate securities 24,744
602
—
(196 ) —
—
(20 ) —
—
—
—
25,130
406
Total fixed maturity securities - trading 194,205
1,188
—
(335 ) —
—
(492 ) —
—
—
37
194,603
853
Total fixed maturity securities 2,087,527
1,188
12,282
(335 ) (26,896 ) —
(7,586 ) —
—
43,205
(199 ) 2,109,186
853
Equity securities 73,054
—
—
—
(10 ) —
—
—
—
—
—
73,044
—
Other long-term investments(1)
67,894
753
—
(25,902 ) —
—
—
—
—
—
—
42,745
(25,149 )
Short-term investments —
—
—
—
—
—
—
—
—
—
—
—
—
Total investments 2,228,475
1,941
12,282
(26,237 ) (26,906 ) —
(7,586 ) —
—
43,205
(199 ) 2,224,975
(24,296 )
Total assets measured at fair value on a recurring basis $ 2,228,475
$ 1,941
$ 12,282
$ (26,237 ) $ (26,906 ) $ —
$ (7,586 ) $ —
$ —
$ 43,205
$ (199 ) $ 2,224,975
$ (24,296 )
Liabilities:

Annuity account balances(2)
$ 97,825
$ —
$ —
$ (536 ) $ —
$ —
$ —
$ 7
$ 419
$ —
$ —
$ 97,949
$ —
Other liabilities(1)
754,852
61
—
(253,773 ) —
—
—
—
—
—
—
1,008,564
(253,712 )
Total liabilities measured at fair value on a recurring basis $ 852,677
$ 61
$ —
$ (254,309 ) $ —
$ —
$ —
$ 7
$ 419
$ —
$ —
$ 1,106,513
$ (253,712 )

(1)Represents certain freestanding and embedded derivatives.

(2)Represents liabilities related to fixed indexed annuities.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), $43.2 million of securities were transferred into Level 3. This amount was transferred from Level 2. These transfers resulted from securities that were priced by independent pricing services or brokers in previous periods, using no significant unobservable inputs, but were priced internally using significant unobservable inputs where market observable inputs were no longer available as of January 31, 2015 (Predecessor Company). All transfers are recognized as of the end of the period.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), there were no transfers from Level 3 to Level 2.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), there were no transfers from Level 2 to Level 1 and there were no transfers out of Level 1.

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

Table of Contents

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

The Company reviews the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. The asset transfers in the table(s) above primarily related to positions moved from Level 3 to Level 2 as the Company determined that certain inputs were observable.

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

Estimated Fair Value of Financial Instruments

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

Successor Company
As of
June 30, 2016 As of
December 31, 2015

Fair Value
Level

Carrying
Amounts
Fair Values
Carrying
Amounts
Fair Values
(Dollars In Thousands)
Assets:

Mortgage loans on real estate 3 $ 5,748,675
$ 5,735,650
$ 5,662,812
$ 5,529,803
Policy loans 3 1,670,218
1,670,218
1,699,508
1,699,508
Fixed maturities, held-to-maturity ⁽¹⁾
3 2,779,280
2,853,788
593,314
515,000
Liabilities:

Stable value product account balances 3 $ 2,838,674
$ 2,855,064
$ 2,131,822
$ 2,124,712
Annuity account balances 3 10,678,701
10,221,680
10,719,862
10,274,571
Debt:

Bank borrowings 3 $ 360,000
$ 360,000
$ 485,000
$ 485,000
Senior Notes 2 1,037,236
996,213
1,103,806
1,020,025
Subordinated debt securities 2 445,023
466,385
448,763
457,275
Non-recourse funding obligations ⁽²⁾
3 2,863,409
2,938,559
685,684
614,380

Except as noted below, fair values were estimated using quoted market prices.

(1) Securities purchased from unconsolidated affiliates, Red Mountain LLC and Steel City LLC.

(2) Of this carrying amount, $2.8 billion, fair value of $2.8 billion, as of June 30, 2016 (Successor Company) and $500.0 million, fair value of $495.5 million, as of December 31, 2015 (Successor Company), relates to non-recourse funding obligations issued by Golden Gate and Golden Gate V.

Fair Value Measurements

Mortgage loans on real estate

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

Policy loans

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

Table of Contents

Fixed maturities, held-to-maturity

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

Stable value product and Annuity account balances

The Company estimates the fair value of stable value product account balances and annuity account balances using models based on discounted expected cash flows. The discount rates used in the models are based on a current market rate for similar financial instruments.

Debt

Bank borrowings

The Company believes the carrying value of its bank borrowings approximates fair value as the borrowings pay a floating interest rate plus a spread based on the rating of the Company’s senior debt which the Company believes approximates a market interest rate.

Non-recourse funding obligations

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

8.DERIVATIVE FINANCIAL INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

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

Derivative instruments expose the Company to credit and market risk and could result in material changes from period to period. The Company attempts to minimize its credit risk by entering into transactions with highly rated counterparties. The Company manages the market risk by establishing and monitoring limits as to the types and degrees of risk that may be undertaken. The Company monitors its use of derivatives in connection with its overall asset/liability management programs and risk management strategies. In addition, all derivative programs are monitored by our risk management department.

Derivatives Related to Interest Rate Risk Management

Derivative instruments that are used as part of the Company’s interest rate risk management strategy include interest rate swaps, interest rate futures, interest rate caps, and interest rate swaptions. The Company’s inflation risk management strategy involves the use of swaps that requires the Company to pay a fixed rate and receive a floating rate that is based on changes in the Consumer Price Index (“CPI”).

Derivatives Related to Risk Mitigation of Certain Annuity Contracts

The Company may use the following types of derivative contracts to mitigate its exposure to certain guaranteed benefits related to VA contracts and fixed indexed annuities:

•Foreign Currency Futures

•Variance Swaps

•Interest Rate Futures

•Equity Options

•Equity Futures

•Credit Derivatives

•Interest Rate Swaps

•Interest Rate Swaptions

•Volatility Futures

•Volatility Options

•Total Return Swaps

Accounting for Derivative Instruments

The Company records its derivative financial instruments in the consolidated balance sheet in “other long-term investments” and “other liabilities” in accordance with GAAP, which requires that all derivative instruments be recognized in the balance sheet at fair value. The change in the fair value of derivative financial instruments is reported either in the statement of

Table of Contents

income or in other comprehensive income (loss), depending upon whether it qualified for and also has been properly identified as being part of a hedging relationship, and also on the type of hedging relationship that exists.

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

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

Derivative Instruments Designated and Qualifying as Hedging Instruments

Cash-Flow Hedges

In connection with the issuance of inflation-adjusted funding agreements, the Company has entered into swaps to essentially convert the floating CPI-linked interest rate on these agreements to a fixed rate. The Company pays a fixed rate on the swap and receives a floating rate primarily determined by the period’s change in the CPI. The amounts that are received on the swaps are almost equal to the amounts that are paid on the agreements. None of these positions were held as of June 30, 2016 (Successor Company), as these funding agreements and correlating swaps matured in June of 2015.

Derivative Instruments Not Designated and Not Qualifying as Hedging Instruments

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

Derivatives Related to Variable Annuity Contracts

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

The Company uses equity options, variance swaps, and volatility options to mitigate the risk related to certain guaranteed minimum benefits, including GMWB, within its VA products. In general, the cost of such benefits varies with the level of equity markets and overall volatility.

The Company uses interest rate swaps and interest rate swaptions to mitigate the risk related to certain guaranteed minimum benefits, including GMWB, within its VA products.

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

Derivatives Related to Fixed Annuity Contracts

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

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

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

Derivatives Related to Indexed Universal Life Contracts

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

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

Other Derivatives

The Company uses certain interest rate swaps to mitigate the price volatility of fixed maturities. None of these positions were held as of June 30, 2016 (Successor Company).

Table of Contents

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

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

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

Realized investment gains (losses) - derivative financial instruments

Successor Company Predecessor Company
For The Three Months Ended June 30, 2016 For The Three Months Ended June 30, 2015 For The Six Months Ended June 30, 2016 February 1, 2015
to
June 30, 2015 January 1, 2015
to
January 31, 2015
(Dollars In Thousands) (Dollars In Thousands)
Derivatives related to VA contracts:

Interest rate futures - VA $ 31,266
$ (14,183 ) $ 69,067
$ (14,231 ) $ 1,413
Equity futures - VA (21,328 ) (5,267 ) (24,556 ) (37,736 ) 9,221
Currency futures - VA 11,112
(8,709 ) 4,954
(2,572 ) 7,778
Equity options - VA (3,232 ) (3,550 ) 13,072
(25,324 ) 3,047
Interest rate swaptions - VA (749 ) 2,547
(2,983 ) (8,781 ) 9,268
Interest rate swaps - VA 81,554
(121,167 ) 207,147
(175,958 ) 122,710
Embedded derivative - GMWB (161,402 ) 132,657
(337,253 ) 245,917
(207,018 )
Total derivatives related to VA contracts (62,779 ) (17,672 ) (70,552 ) (18,685 ) (53,581 )
Derivatives related to FIA contracts:

Embedded derivative - FIA 710
290
(1,452 ) (2,293 ) 1,769
Equity futures - FIA 651
123
2,033
307
(184 )
Volatility futures - FIA —
25
—
29
—
Equity options - FIA 735
1,226
(4,827 ) 5,601
(2,617 )
Total derivatives related to FIA contracts 2,096
1,664
(4,246 ) 3,644
(1,032 )
Derivatives related to IUL contracts:

Embedded derivative - IUL (96 ) 1,538
(834 ) 1,795
(486 )
Equity futures - IUL 47
9
(172 ) 23
3
Equity options - IUL 241
(78 ) 214
62
(115 )
Total derivatives related to IUL contracts 192
1,469
(792 ) 1,880
(598 )
Embedded derivative - Modco reinsurance treaties (22,820 ) 109,131
(81,175 ) 141,322
(68,026 )
Other derivatives (55 ) 11
(100 ) 83
(37 )
Total realized gains (losses) - derivatives $ (83,366 ) $ 94,603
$ (156,865 ) $ 128,244
$ (123,274 )

Table of Contents

The following table sets forth realized investments gains and losses for the Modco trading portfolio that is included in realized investment gains (losses) — all other investments.

Realized investment gains (losses) - all other investments

(1)The Company elected to include the use of alternate disclosures for trading activities.

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

Gain (Loss) on Derivatives in Cash Flow Hedging Relationship



Amount of Gains (Losses) Deferred in Accumulated Other Comprehensive Income (Loss) on Derivatives	Amount and Location of Gains (Losses) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss)	Amount and Location of (Losses) Recognized in Income (Loss) on Derivatives
(Effective Portion)	(Effective Portion)	(Ineffective Portion)
	Benefits and settlement	Realized investment
	expenses	gains (losses)
	(Dollars In Thousands)

Successor Company
For The Three Months Ended June 30, 2015

Inflation $ (95 ) $ (41 ) $ 77
Total $ (95 ) $ (41 ) $ 77

February 1, 2015 to June 30, 2015

Inflation $ (131 ) $ (131 ) $ 73
Total $ (131 ) $ (131 ) $ 73

Predecessor Company
January 1, 2015 to January 31, 2015

Inflation $ 13
$ (36 ) $ (7 )
Total $ 13
$ (36 ) $ (7 )

Table of Contents

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

Successor Company
As of June 30, 2016 As of December 31, 2015

Notional
Amount

Fair
Value

Notional
Amount

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

Derivatives not designated as hedging instruments:

Interest rate swaps $ 1,640,000
$ 255,439
$ 1,435,000
$ 66,408
Embedded derivative - Modco reinsurance treaties 64,201
1,850
64,593
1,215
Embedded derivative - GMWB 1,992,225
47,149
3,769,601
95,614
Interest rate futures 1,155,001
35,366
282,373
1,537
Equity futures 190,058
752
262,485
1,275
Currency futures 314,256
15,915
226,936
2,499
Equity options 2,725,744
269,217
2,198,340
179,458
Interest rate swaptions 225,000
681
225,000
3,663
Other 298
249
242
347
$ 8,306,783
$ 626,618
$ 8,464,570
$ 352,016
Other liabilities

Derivatives not designated as hedging instruments:

Interest rate swaps $ 270,000
$ 3,215
$ 475,000
$ 16,579
Embedded derivative - Modco reinsurance treaties 2,457,293
239,350
2,473,427
178,362
Embedded derivative - GMWB 8,480,468
566,026
6,539,658
277,236
Embedded derivative - FIA 1,313,404
119,997
1,110,790
100,329
Embedded derivative - IUL 77,879
46,711
57,760
29,629
Interest rate futures —
—
793,763
1,539
Equity futures 582,493
7,461
233,412
2,599
Currency futures 64,445
1,805
46,692
1,115
Equity options 1,459,533
60,551
1,205,204
22,167
$ 14,705,515
$ 1,045,116
$ 12,935,706
$ 629,555

9. OFFSETTING OF ASSETS AND LIABILITIES

Certain of the Company’s derivative instruments are subject to enforceable master netting arrangements that provide for the net settlement of all derivative contracts between the Company and a counterparty in the event of default or upon the occurrence of certain termination events. Collateral support agreements associated with each master netting arrangement provide that the Company will receive or pledge financial collateral in the event either minimum thresholds, or in certain cases ratings levels, have been reached. Additionally, certain of the Company’s repurchase agreements provide for net settlement on termination of the agreement. Refer to Note 12, Debt and Other Obligations for details of the Company’s repurchase agreement programs.

Table of Contents

The tables below present the derivative instruments by assets and liabilities for the Company as of June 30, 2016 (Successor Company):

Gross
Amounts of
Recognized
Assets

Gross
Amounts
Offset in the
Statement of
Financial
Position

Net Amounts
of Assets
Presented in
the
Statement of
Financial
Position

Gross Amounts Not Offset
in the Statement of
Financial Position

Financial
Instruments

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

Derivatives:

Free-Standing derivatives $ 577,370
$ —
$ 577,370
$ 66,347
$ 336,163
$ 174,860
Total derivatives, subject to a master netting arrangement or similar arrangement 577,370
—
577,370
66,347
336,163
174,860
Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties 1,850
—
1,850
—
—
1,850
Embedded derivative - GMWB 47,149
—
47,149
—
—
47,149
Other 249
—
249
—
—
249
Total derivatives, not subject to a master netting arrangement or similar arrangement 49,248
—
49,248
—
—
49,248
Total derivatives 626,618
—
626,618
66,347
336,163
224,108
Total Assets $ 626,618
$ —
$ 626,618
$ 66,347
$ 336,163
$ 224,108

Gross
Amounts of
Recognized
Liabilities

Gross
Amounts
Offset in the
Statement of
Financial
Position

Net Amounts
of Liabilities
Presented in
the
Statement of
Financial
Position

Gross Amounts Not Offset
in the Statement of
Financial Position

Financial
Instruments

Cash
Collateral
Paid
Net Amount
(Dollars In Thousands)
Offsetting of Derivative Liabilities

Derivatives:

Free-Standing derivatives $ 73,032
$ —
$ 73,032
$ 66,347
$ 6,685
$ —
Total derivatives, subject to a master netting arrangement or similar arrangement 73,032
—
73,032
66,347
6,685
—
Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties 239,350
—
239,350
—
—
239,350
Embedded derivative - GMWB 566,026
—
566,026
—
—
566,026
Embedded derivative - FIA 119,997
—
119,997
—
—
119,997
Embedded derivative - IUL 46,711
—
46,711
—
—
46,711
Total derivatives, not subject to a master netting arrangement or similar arrangement 972,084
—
972,084
—
—
972,084
Total derivatives 1,045,116
—
1,045,116
66,347
6,685
972,084
Repurchase agreements⁽¹⁾
160,000
—
160,000
—
—
160,000
Total Liabilities $ 1,205,116
$ —
$ 1,205,116
$ 66,347
$ 6,685
$ 1,132,084

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

Table of Contents

The tables below present the derivative instruments by assets and liabilities for the Company as of December 31, 2015 (Successor Company):

Gross
Amounts of
Recognized
Assets

Gross
Amounts
Offset in the
Statement of
Financial
Position

Net Amounts
of Assets
Presented in
the
Statement of
Financial
Position

Gross Amounts Not Offset
in the Statement of
Financial Position

Financial
Instruments

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

Derivatives:

Free-Standing derivatives $ 254,840
$ —
$ 254,840
$ 42,382
$ 105,842
$ 106,616
Total derivatives, subject to a master netting arrangement or similar arrangement 254,840
—
254,840
42,382
105,842
106,616
Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties 1,215
—
1,215
—
—
1,215
Embedded derivative - GMWB 95,614
—
95,614
—
—
95,614
Other 347
—
347
—
—
347
Total derivatives, not subject to a master netting arrangement or similar arrangement 97,176
—
97,176
—
—
97,176
Total derivatives 352,016
—
352,016
42,382
105,842
203,792
Total Assets $ 352,016
$ —
$ 352,016
$ 42,382
$ 105,842
$ 203,792

Gross
Amounts of
Recognized
Liabilities

Gross
Amounts
Offset in the
Statement of
Financial
Position

Net Amounts
of Liabilities
Presented in
the
Statement of
Financial
Position

Gross Amounts Not Offset
in the Statement of
Financial Position

Financial
Instruments

Cash
Collateral
Paid
Net Amount
(Dollars In Thousands)
Offsetting of Derivative Liabilities

Derivatives:

Free-Standing derivatives $ 43,999
$ —
$ 43,999
$ 42,382
$ 1,617
$ —
Total derivatives, subject to a master netting arrangement or similar arrangement 43,999
—
43,999
42,382
1,617
—
Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties 178,362
—
178,362
—
—
178,362
Embedded derivative - GMWB 277,236
—
277,236
—
—
277,236
Embedded derivative - FIA 100,329
—
100,329
—
—
100,329
Embedded derivative - IUL 29,629
—
29,629
—
—
29,629
Total derivatives, not subject to a master netting arrangement or similar arrangement 585,556
—
585,556
—
—
585,556
Total derivatives 629,555
—
629,555
42,382
1,617
585,556
Repurchase agreements⁽¹⁾
438,185
—
438,185
—
—
438,185
Total Liabilities $ 1,067,740
$ —
$ 1,067,740
$ 42,382
$ 1,617
$ 1,023,741

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

Table of Contents

10.MORTGAGE LOANS

Mortgage Loans

The Company invests a portion of its investment portfolio in commercial mortgage loans. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the Company’s mortgage loan holdings were approximately $5.7 billion. The Company has specialized in making loans on either credit-oriented commercial properties or credit-anchored strip shopping centers and apartments. The Company’s underwriting procedures relative to its commercial loan portfolio are based, in the Company’s view, on a conservative and disciplined approach. The Company concentrates on a small number of commercial real estate asset types associated with the necessities of life (retail, multi-family, senior living, professional office buildings, and warehouses). The Company believes that these asset types tend to weather economic downturns better than other commercial asset classes in which it has chosen not to participate. The Company believes this disciplined approach has helped to maintain a relatively low delinquency and foreclosure rate throughout its history.

The majority of the Company’s mortgage loans portfolio was underwritten ~~and funded~~ by the Company. From time to time, the Company may acquire loans in conjunction with an acquisition.

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

As of February 1, 2015, all mortgage loans were measured at fair value. Each mortgage loan was individually analyzed to determine the fair value. Each loan was either analyzed and assigned a discount rate or given an impairment, based on whether facts and circumstances which, as of the acquisition date, indicated less than full projected collections of contractual principal and interest payments. Various market factors were considered in determining the net present value of the expected cash flow stream or underlying real estate collateral, including the characteristics of the borrower, the underlying collateral, underlying credit worthiness of the tenants, and tenant payment history. Known events and risks, such as refinancing risks, were also considered in the fair value determination. In certain cases, fair value was based on the ~~NPV~~net present value of the expected cash flow stream or the underlying value of the real estate collateral.

Certain of the mortgage loans have call options ~~between 3 and 10~~that occur within the next 12 years. However, if interest rates were to significantly increase, we may be unable to exercise the call options on our existing mortgage loans commensurate with the significantly increased market rates. As of ~~September~~June 30, ~~2015,~~2016 (Successor Company), assuming the loans are called at their next call dates, approximately ~~$27.3~~$42.7 million of principal would become due for the remainder of ~~2015, $944.4~~2016, $922.1 million in ~~2016~~2017 through ~~2020, $365.3~~2021, $238.1 million in ~~2021~~2022 through ~~2025,~~2026, and ~~$114.5~~$11.1 million thereafter.

The Company offers a type of commercial mortgage loan under which the Company will permit a loan-to-value ratio of up to 85% in exchange for a participating interest in the cash flows from the underlying real estate. As of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company), approximately ~~$562.6~~$522.8 million and ~~$553.6~~$449.2 million, respectively, of the Company’s total mortgage loans principal balance have this participation feature. Cash flows received as a result of this participation feature are recorded as interest income. During the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company), the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and January 1, 2015 to January 31, 2015 (Predecessor Company), ~~and for the three and nine months ended September 30, 2014 (Predecessor Company),~~ the Company recognized $5.7 million, $12.5 million, $3.3 million, ~~$8.4 million, $0.1 million, $8.0~~$5.1 million, and ~~$13.8~~$0.1 million, respectively, of participating mortgage loan income.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), approximately ~~$7.3~~$1.0 million ~~or 0.02%,~~ of invested assets consisted of nonperforming mortgage loans, ~~and/or~~ restructured mortgage loans, ~~since February 1, 2015 (Successor Company).~~or mortgage loans that were foreclosed and were converted to real estate properties. The Company does not expect these investments to adversely affect its liquidity or ability to maintain proper matching of assets and liabilities. During the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor ~~Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company), the Company ~~entered~~did not enter into certain mortgage loan transactions that were accounted for as troubled debt restructurings under Topic 310 of the FASB ASC. ~~For all mortgage loans,~~If the ~~impact of~~Company had troubled debt restructurings, is generally reflected in the Company’s investment balance and in the allowance for mortgage loan credit losses. Transactions accounted for as troubled debt restructurings during the period of February 1, 2015 to September 30, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company) includedthese transactions would include either the acceptance of assets in satisfaction of principal during the respective periods or at a future date, and were the result of agreements between the creditor and the debtor. During the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company), the Company ~~accepted~~did not accept or ~~agreed~~agree to accept assets ~~of $12.1 million~~ in satisfaction of ~~$15.2 million~~principal. As of ~~principal and for the period of January 1, 2015 to January 31, 2015 (Predecessor~~June 30, 2016 (Successor Company), the Company ~~accepted or agreed to accept assets of $11.3 million in satisfaction of $13.8 million of principal. These~~did not have any mortgage loan transactions ~~resulted in no material realized losses in the Company’s investment in mortgage loans net of existing discounts recorded~~accounted for ~~mortgage loans losses for the period of February 1, 2015 to September 30, 2015 (Successor Company).~~

as troubled debt restructurings.

The Company’s mortgage loan portfolio consists of two categories of loans: 1) those not subject to a pooling and servicing agreement and 2) those subject to a contractual pooling and servicing agreement. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), ~~$7.3~~$1.0 million of mortgage loans not subject to a pooling and servicing agreement were

nonperforming mortgage loans, ~~and/~~restructured, or ~~restructured~~ mortgage loans ~~since February 1, 2015 (Successor Company). None of the restructured loans~~that were ~~nonperforming during the periods of February 1, 2015~~foreclosed and were converted to ~~September 30, 2015 (Successor Company) and January 1, 2015 to January 31, 2015 (Predecessor Company).~~real estate properties. The Company did not foreclose on any nonperforming loans not subject to a pooling and servicing agreement during the ~~periods of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company) ~~and January 1, 2015 to January 31, 2015 (Predecessor Company)~~.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), none of the loans subject to a pooling and servicing agreement were nonperforming or restructured. The Company did not foreclose on any nonperforming loans subject to a pooling and servicing agreement during the ~~periods of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company) ~~and January 1, 2015 to January 31, 2015 (Predecessor Company)~~.

As of ~~September~~June 30, ~~2015~~2016 (Successor ~~Company) and December 31, 2014 (Predecessor~~ Company), the Company had an allowance for mortgage loan credit losses of ~~$2.0~~$3.9 million and ~~$5.7 million, respectively.~~no allowance as of December 31, 2015 (Successor Company). Due to the Company’s loss experience and nature of the loan portfolio, the Company believes that a collectively evaluated allowance would be inappropriate. The Company believes an allowance calculated through an analysis of specific loans that are believed to have a higher risk of credit impairment provides a

Table of Contents

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

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

Successor

Predecessor

Company

Company

February 1, 2015

January 1, 2015

to

to

As of

September 30, 2015

January 31, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Beginning balance

$
—

$
5,720

$
3,130

Charge offs

(535
)

(861
)
(675
)
Recoveries

(639
)

(2,359
)
(2,600
)
Provision

3,199

—

5,865

Ending balance

$
2,025

$
2,500

$
5,720

property:



	Successor Company					Predecessor Company
	As of June 30, 2016		February 1, 2015 to December 31, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)					(Dollars In Thousands)
Beginning balance	$	—	$	—		$	5,720
Charge offs	—		(2,561		)	(861		)
Recoveries	—		(638		)	(2,359		)
Provision	3,850		3,199			—
Ending balance	$	3,850	$	—		$	2,500

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

Greater

Successor Company

30-59 Days

60-89 Days

than 90 Days

Total

As of September 30, 2015

Delinquent

Delinquent

Delinquent

Delinquent

(Dollars In Thousands)

Commercial mortgage loans

$
6,386

$
6,087

$
1,190

$
13,663

Number of delinquent commercial mortgage loans

4

3

1

8

chart.

Predecessor Company

As of December 31, 2014

Commercial mortgage loans

$
8,972

$
—

$
1,484

$
10,456

Number of delinquent commercial mortgage loans

4

—

1

5



					Greater
Successor Company	30-59 Days		60-89 Days		than 90 Days		Total
As of June 30, 2016	Delinquent		Delinquent		Delinquent		Delinquent
	(Dollars In Thousands)
Commercial mortgage loans	$	9,167	$	—	$	1,034	$	10,201
Number of delinquent commercial mortgage loans	3		—		1		4

As of December 31, 2015
Commercial mortgage loans	$	6,002	$	1,033	$	—	$	7,035
Number of delinquent commercial mortgage loans	6		1		—		7

Table of Contents

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

Unpaid

Average

Interest

Cash Basis

Successor Company

Recorded

Principal

Related

Recorded

Income

Interest

As of September 30, 2015

Investment

Balance

Allowance

Investment

Recognized

Income

(Dollars In Thousands)

Commercial mortgage loans:

With no related allowance recorded

$
4,532

$
5,288

$
—

$
1,511

$
72

$
45

With an allowance recorded

5,676

5,828

2,025

2,838

—

48

chart:

Predecessor Company

As of December 31, 2014

Commercial mortgage loans:

With no related allowance recorded

$
—

$
—

$
—

$
—

$
—

$
—

With an allowance recorded

19,632

20,603

5,720

3,272

1,224

1,280



			Unpaid				Average		Interest		Cash Basis
Successor Company	Recorded		Principal		Related		Recorded		Income		Interest
As of June 30, 2016	Investment		Balance		Allowance		Investment		Recognized		Income
	(Dollars In Thousands)
Commercial mortgage loans:
With no related allowance recorded	$	1,034	$	1,067	$	—	$	1,034	$	—	$	—
With an allowance recorded	12,313		12,301		3,850		6,156		190		199

As of December 31, 2015
Commercial mortgage loans:
With no related allowance recorded	$	1,694	$	1,728	$	—	$	847	$	104	$	117
With an allowance recorded	—		—		—		—		—		—

As of ~~September~~June 30, 2016 (Successor Company) and December 31, 2015 (Successor Company), the Company did not carry any mortgage loans that have been modified in a troubled debt restructuring. ~~Mortgage loans that were modified in a troubled debt restructuring:~~

Pre-Modification

Post-Modification

Outstanding

Outstanding

Predecessor Company

Number of

Recorded

Recorded

As of December 31, 2014

Contracts

Investment

Investment

(Dollars In Thousands)

Troubled debt restructuring:

Commercial mortgage loans

6

$
28,648

$
19,593

8.~~DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED~~

~~Deferred policy acquisition costs~~

~~The balances and changes in DAC are as follows:~~

Successor

Predecessor

Company

Company

February 1, 2015

January 1, 2015

to

to

As of

September 30, 2015

January 31, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Balance, beginning of period

$
—

$
2,647,980

$
2,721,687

Capitalization of commissions, sales, and issue expenses

213,353

22,513

288,592

Amortization

(14,689
)

1,117

(195,605
)
Change in unrealized investment gains and losses

6,560

(96,830
)
(166,694
)
Balance, end of period

$
205,224

$
2,574,780

$
2,647,980

~~Value of business acquired~~

~~The~~ ~~balances~~11. ~~and changes in VOBA are as follows:~~

Successor

Predecessor

Company

Company

February 1, 2015

January 1, 2015

to

to

As of

September 30, 2015

January 31, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Balance, beginning of period

$
1,276,886

$
646,590

$
848,528

Amortization

(62,023
)

(5,189
)
(61,704
)
Change in unrealized investment gains and losses

52,301

(79,418
)
(140,234
)
Other

(6,046
)

—

—

Balance, end of period

$
1,261,118

$
561,983

$
646,590

~~As of February 1, 2015, the existing deferred acquisition costs (“DAC”) and VOBA balance was written off in conjunction with the merger previously disclosed in Note 4,~~ ~~Dai-ichi Merger~~ ~~and in accordance with ASC Topic 805 — Business Combinations.~~GOODWILL

Concurrently, a VOBA asset was created representing the actuarial estimated present value of future cash flows from the Company’s insurance policies and investment contracts in-force on the date of the Merger.

~~The expected amortization of VOBA for the next five years is as follows:~~

Expected

Years

Amortization

(Dollars In Thousands)

2015

$
39,882

2016

141,406

2017

129,471

2018

117,447

2019

99,473

9.~~GOODWILL~~

During the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company decreased its goodwill balance by approximately $0.3 million. The decrease for the period of the Predecessor Company was due to an adjustment in the Acquisitions segment related to tax benefits realized during the period on the portion of tax goodwill in excess of GAAP basis goodwill. The goodwill balances associated with the Predecessor Company were replaced with newly established goodwill balances in conjunction with the Dai-ichi Merger, in accordance with ASC Topic 805, as described below.

As permitted by ASC Topic 805, Business Combinations, the Company measured its assets and liabilities at fair value on the date of the ~~merger,~~Merger, February 1, 2015. The purchase price in excess of the fair value of assets and liabilities of the Company resulted in the establishment of goodwill as of the date of the ~~merger.~~Merger. As of February 1, 2015 (Successor Company), the Company established an aggregate goodwill balance of $735.7 million. ~~Refer~~During the measurement period subsequent to ~~Note 4,~~ ~~Dai-ichi Merger~~~~, for more information~~February 1, 2015, the Company has made adjustments to provisional amounts related to certain tax balances that resulted in a decrease to goodwill of $3.3 million from the ~~Successor Company~~amount recorded at the Merger date. This reduction in Goodwill was applied to the Life Marketing segment's goodwill. The balance of goodwill associated with the Merger as of June 30, 2016 (Successor Company) and December 31, 2015 (Successor Company) was $732.4 million. There has been no change in the goodwill during the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company).

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

The balance recognized as goodwill is not amortized, but is reviewed for impairment on an annual basis, or more frequently as events or circumstances may warrant, including those circumstances which would more likely than not reduce the ~~discount rate used is~~fair value of the Company’s reporting units below its carrying amount. During the fourth quarter of 2015, the Company performed its annual evaluation of goodwill based on ~~the Company’s judgment of the appropriate rate for each reporting unit based on the relative risk associated with the projected cash flows. As~~information as of September 30, 2015 (Successor Company) and ~~for~~determined that no adjustment to impair goodwill was necessary. During the ~~period February 1, 2015 through September~~six months ended June 30, ~~2015~~2016 (Successor Company), the Company did not identify any events or circumstances which would indicate that the fair value of its operating segments would have declined below their book value, either individually or in the aggregate. Accordingly, no impairment to the Company’s goodwill balance has been recorded.

Table of Contents

~~10.~~12.DEBT AND OTHER OBLIGATIONS

Debt and Subordinated Debt Securities

In conjunction with the Merger and in accordance with ASC Topic 805, the Company adjusted the carrying value of debt to fair value as of the date of the Merger, February 1, 2015. This resulted in the Company establishing premiums and discounts on its outstanding debt, subordinated debentures and non-recourse funding obligations. The carrying value of the Company’s revolving line of credit approximates fair value due to the nature of the borrowings and the fact the Company pays a variable rate of interest that reflects current market conditions. The fair value of the Company’s senior notes, subordinated debt, and non-recourse funding obligations associated with Golden Gate II Captive Insurance Company and MONY Life Insurance Company, were determined using market prices as of February 1, 2015. The fair value of the Golden Gate V non-recourse funding obligation was determined using a discounted cash flow model with inputs derived from comparable financial instruments. The premiums and discounts established as of February 1, 2015 are amortized over the expected life of the instruments using the effective interest method. The amortization of premiums and discounts are recorded as a component of interest expense and are recorded in “Other operating expenses” on the Company’s Consolidated Condensed Statements of Income.

Debt and subordinated debt securities are summarized as follows:

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Debt (year of issue):

Revolving Line of Credit

$
495,000

$
450,000

6.40% Senior Notes (2007), due 2018

164,152

150,000

7.375% Senior Notes (2009), due 2019

477,669

400,000

8.45% Senior Notes (2009), due 2039

468,975

300,000

$
1,605,796

$
1,300,000

Subordinated debt securities (year of issue):

6.125% Subordinated Debentures (2004), due 2034, callable 2009

$
—

$
103,093

6.25% Subordinated Debentures (2012), due 2042, callable 2017

297,253

287,500

6.00% Subordinated Debentures (2012), due 2042, callable 2017

153,350

150,000

$
450,603

$
540,593



	Successor Company
	As of June 30, 2016		As of December 31, 2015
	(Dollars In Thousands)
Debt (year of issue):
Revolving Line of Credit	$	360,000	$	485,000
6.40% Senior Notes (2007), due 2018	159,684		162,671
7.375% Senior Notes (2009), due 2019	463,962		473,127
8.45% Senior Notes (2009), due 2039	413,590		468,008
	$	1,397,236	$	1,588,806
Subordinated debt securities (year of issue):
6.25% Subordinated Debentures (2012), due 2042, callable 2017	$	292,947	$	295,833
6.00% Subordinated Debentures (2012), due 2042, callable 2017	152,076		152,930
	$	445,023	$	448,763

During the six months ended June 30, 2016 (Successor Company), the Company repurchased $52.8 million (par value - $33.8 million) of the Company's 8.45% Senior Notes due 2039. These repurchases resulted in a $7.4 million pre-tax gain for the Company. The gain is recorded in other income in the consolidated condensed statements of income.

During the period of February 1, 2015 to ~~September 30,~~December 31, 2015 (Successor Company), the Company called and redeemed the entire $103.1 million of outstanding principal amount of the Company’s 6.125% Subordinated Debentures due 2034.

Under a revolving line of credit arrangement that was in effect until February 2, 2015 (the “Credit Facility”), the Company had the ability to borrow on an unsecured basis up to an aggregate principal amount of $750 million. The Company had the right in certain circumstances to request that the commitment under the Credit Facility be increased up to a maximum principal amount of $1.0 billion. Balances outstanding under the Credit Facility accrued interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of the Company’s senior unsecured long-term debt (“Senior Debt”), or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent’s prime rate, (y) 0.50% above the Federal Funds rate, or (z) the one-month LIBOR plus 1.00% and (B) a spread based on the ratings of our Senior Debt. The Credit Facility also provided for a facility fee at a rate, 0.175%, that could vary with the ratings of the Company’s Senior Debt and that was calculated on the aggregate amount of commitments under the Credit Facility, whether used or unused. The Credit Facility provided that the Company was liable for the full amount of any obligations for borrowings or letters of credit, including those of PLICO, under the Credit Facility. The maturity date of the Credit Facility was July 17, 2017. The Company was not aware of any non-compliance with the financial debt covenants of the Credit Facility as of December 31, 2014 (Predecessor Company). There was an outstanding balance of $450.0 million bearing interest at a rate of LIBOR plus 1.20% under the Credit Facility as of December 31, 2014 (Predecessor Company). As of December 31, 2014 (Predecessor Company), PLICO had used $55.0

million of borrowing capacity by executing a Letter of Credit under the Credit Facility for the benefit of an affiliated captive reinsurance subsidiary of the Company. This Letter of Credit had not been drawn upon as of December 31, 2014 (Predecessor Company).

On February 2, 2015, the Company amended and restated the Credit Facility (the ~~“2015 Credit~~"Credit Facility”). Under the ~~2015~~ Credit Facility, the Company has the ability to borrow on an unsecured basis up to an aggregate principal amount of $1.0 billion. The Company has the right in certain circumstances to request that the commitment under the ~~2015~~ Credit Facility be increased up to a maximum principal amount of $1.25 billion. Balances outstanding under the ~~2015~~ Credit Facility accrue interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of the Company’s Senior Debt, or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent’s ~~prime~~Prime rate, (y) 0.50% above the ~~Federal~~ Funds rate, or (z) the one-month LIBOR plus 1.00% and (B) a spread based on the ratings of ~~our~~the Company's Senior Debt. The ~~2015~~ Credit Facility also provided for a facility fee at a rate that varies with the ratings of the Company’s Senior Debt and that is calculated on the aggregate amount of commitments under the ~~2015~~ Credit Facility, whether used or unused. The initial facility fee rate was 0.15% on February 2, 2015, and was adjusted to 0.125% upon ~~our~~the Company's subsequent ratings upgrade on February 2, 2015. The ~~2015~~ Credit Facility provides that the Company is liable for the full amount of any obligations for borrowings or letters of credit, including those of PLICO, under the ~~2015~~ Credit Facility. The maturity date of the ~~2015~~ Credit Facility is February 2, 2020. The Company is not aware of any non-compliance with the financial debt covenants of the Credit Facility as of ~~February 2, 2015 or the 2015 Credit Facility as of September~~June 30, ~~2015~~2016 (Successor Company). There was an outstanding balance of ~~$495.0~~$360.0 million bearing interest at a rate of LIBOR plus 1.00% as of ~~September~~June 30, ~~2015~~2016 (Successor Company). As of ~~September~~June 30, ~~2015~~2016 (Successor Company), ~~the $55.0~~PLICO has used $30.0 million of borrowing capacity by executing a Letter of Credit ~~executed by PLICO was no longer issued and outstanding.~~

under the Credit Facility for the benefit on an affiliated captive reinsurance subsidiary of the Company. This Letter of Credit had not been drawn upon as of June 30, 2016 (Successor Company).

Table of Contents

~~Non-~~Non-Recourse~~Recourse~~Funding Obligations

Golden Gate Captive Insurance Company

On January 15, 2016, Golden Gate Captive Insurance Company (“Golden Gate”), a ~~South Carolina~~Vermont special purpose financial ~~captive~~ insurance company and a wholly owned subsidiary of PLICO, and Steel City, LLC (“Steel City”), a newly formed wholly owned subsidiary of the Company, entered into an 18-year transaction to finance $2.188 billion of “XXX” reserves related to the acquired GLAIC Block and the other term life insurance business reinsured to Golden Gate by PLICO and WCL, a direct wholly owned subsidiary of PLICO. Steel City issued notes with an aggregate initial principal amount of $2.188 billion to Golden Gate in exchange for a surplus note issued by Golden Gate with an initial principal amount of $2.188 billion. Through the structure, Hannover Life Reassurance Company of America (Bermuda) Ltd., The Canada Life Assurance Company (Barbados Branch) and Nomura Americas Re Ltd. (collectively, the “Risk-Takers”) provide credit enhancement to the Steel City Notes for the 18-year term in exchange for credit enhancement fees. The transaction is “non-recourse” to PLICO, WCL and the Company, meaning that none of these companies, other than Golden Gate, are liable to reimburse the Risk-Takers for any credit enhancement payments required to be made. As of June 30, 2016 (Successor Company), the aggregate principal balance of the Steel City Notes was $2.153 billion. In connection with this transaction, the Company has entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate or Steel City, including a guarantee of the fees to the Risk-Takers. The support agreements provide that amounts would become payable by the Company if Golden Gate’s annual general corporate expenses were higher than modeled amounts, certain reinsurance rates applicable to the subject business increase beyond modeled amounts or in the event write-downs due to other-than-temporary impairments on assets held in certain accounts exceed defined threshold levels. Additionally, the Company has entered into a separate agreement to guarantee payment of certain fee amounts in connection with the credit enhancement of the Steel City Notes. As of June 30, 2016 (Successor Company), no payments have been made under these agreements.

In connection with the transaction outlined above, Golden Gate had a $2.153 billion outstanding non-recourse funding obligation as of June 30, 2016 (Successor Company). This non-recourse funding obligation matures in 2034 and accrues interest at a fixed annual rate of 4.75%

Prior to this transaction, Golden Gate had three series of non-recourse funding obligations with a total outstanding balance of $800 ~~million as of September 30, 2015 (Successor Company).~~million. The Company ~~holds~~held the entire outstanding balance of non-recourse funding ~~obligation. The~~obligations. Series A1 non-recourse funding obligations ~~have~~had a balance of $400 million and ~~accrue~~accrued interest at 7.375%, the Series A2 non-recourse funding obligations ~~have~~had a balance of $100 million and ~~accrue~~accrued interest at 8.00%, and the Series A3 non-recourse funding obligations ~~have~~had a balance of $300 million and ~~accrue~~accrued interest at 8.45%.

As a result of the transaction described above, the $800 million of Golden Gate Series A Surplus Notes held by the Company were contributed to PLICO and then subsequently contributed to Golden Gate, which resulted in the extinguishment of these notes.

Golden Gate II Captive Insurance Company

Golden Gate II Captive Insurance Company (“Golden Gate II”), a South Carolina special purpose financial captive insurance company and a wholly owned by PLICO, had $575 million of outstanding non-recourse funding obligations as of ~~September~~June 30, ~~2015~~2016 (Successor Company). These outstanding non-recourse funding obligations were issued to special purpose trusts, which in turn issued securities to third parties. Certain of our affiliates own a portion of these securities. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), securities related to ~~$144.9~~$133.6 million of the outstanding balance of the non-recourse funding obligations were held by external parties and securities related to ~~$430.1~~$441.4 million of the non-recourse funding obligations were held by the Company and its affiliates. The Company has entered into certain support agreements with Golden Gate II obligating the Company to make capital contributions or provide support related to certain of Golden Gate II’s expenses and in certain circumstances, to collateralize certain of the Company’s obligations to Golden Gate II. These support agreements provide that amounts would become payable by the Company to Golden Gate II if its annual general corporate expenses were higher than modeled amounts or if Golden Gate II’s investment income on certain investments or premium income was below certain actuarially determined amounts. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), no payments have been made under these agreements, however, certain support agreement obligations to Golden Gate II of approximately ~~$1.9~~$1.5 million have been collateralized by the Company. Re-evaluation and, if necessary, adjustments of any support agreement collateralization amounts occur annually during the first quarter pursuant to the terms of the support agreements.

During the six months ended June 30, 2016 (Successor Company), the Company and its affiliates repurchased $11.3 million of its outstanding non-recourse funding obligations, at a discount. These repurchases did not result in a material gain or loss for the Company. During the period of February 1, 2015 to June 30, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company did not repurchase any of its outstanding non-recourse funding obligations.

Golden Gate V Vermont Captive Insurance Company

On October 10, 2012, Golden Gate V, a Vermont special purpose financial insurance company, and Red Mountain, both wholly owned subsidiaries of PLICO, entered into a 20-year transaction to finance up to $945 million of “AXXX” reserves related to a block of universal life insurance policies with secondary guarantees issued by our direct wholly owned subsidiary PLICO and indirect wholly owned subsidiary, West Coast Life Insurance Company (“WCL”). Golden Gate V issued non-recourse funding obligations to Red Mountain, and Red Mountain issued a note with an initial principal amount of $275 million, increasing to a maximum of $945 million in 2027, to Golden Gate V for deposit to a reinsurance trust supporting Golden Gate V’s obligations under a reinsurance agreement with WCL, pursuant to which WCL cedes liabilities relating to the policies of WCL and retrocedes liabilities relating to the policies of PLICO. Through the structure, Hannover Life Reassurance Company of America (“Hannover

Table of Contents

Re”), the ultimate risk taker in the transaction, provides credit enhancement to the Red Mountain note for the 20-year term in exchange for a fee. The transaction is “non-recourse” to Golden Gate V, Red Mountain, WCL, PLICO and the Company, meaning that none of these companies are liable for the reimbursement of any credit enhancement payments required to be made. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the principal balance of the Red Mountain note was ~~$485~~$535 million. Future scheduled capital contributions to prefund credit enhancement fees amount to approximately ~~$139.6~~$134.2 million and will be paid in annual installments through 2031. In connection with the transaction, the Company has entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate V or Red Mountain. The support agreements provide that amounts would become payable by the Company if Golden Gate V’s annual general corporate expenses were higher than modeled amounts or in the event write-downs due to other-than-temporary impairments on assets held in certain accounts exceed defined threshold levels. Additionally, the Company has entered into separate agreements to indemnify Golden Gate V with respect to material adverse changes in non-guaranteed elements of insurance policies reinsured by Golden Gate V, and to guarantee payment of certain fee amounts in connection with the credit enhancement of the Red Mountain note. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), no payments have been made under these agreements.

In connection with the transaction outlined above, Golden Gate V had a ~~$485~~$535 million outstanding non-recourse funding obligation as of ~~September~~June 30, ~~2015~~2016 (Successor Company). This non-recourse funding obligation matures in 2037, has scheduled increases in principal to a maximum of $945 million, and accrues interest at a fixed annual rate of 6.25%.

Non-recourse funding obligations outstanding as of ~~September~~June 30, ~~2015~~2016 (Successor Company), on a consolidated basis, are shown in the following table:

Year-to-Date

Maturity

Weighted-Avg

Issuer

Carrying Value(1)

Year

Interest Rate

(Dollars In Thousands)

Golden Gate II Captive Insurance Company

$
118,377

2052

1.30
%
Golden Gate V Vermont Captive Insurance Company(2)

550,079

2037

5.12
%
MONY Life Insurance Company(2)

2,538

2024

6.19
%
Total

$
670,994



			Maturity	Year-to-Date Weighted-Avg
Issuer	Carrying Value⁽¹⁾		Year	Interest Rate
	(Dollars In Thousands)
Golden Gate Captive Insurance Company⁽²⁾⁽³⁾	$	2,153,000	2039	4.75	%
Golden Gate II Captive Insurance Company	109,050		2052	1.44	%
Golden Gate V Vermont Captive Insurance Company⁽²⁾⁽³⁾	598,863		2037	5.12	%
MONY Life Insurance Company⁽³⁾	2,496		2024	6.19	%
Total	$	2,863,409

(1) Carrying values include premiums and discounts and do not represent unpaid principal balances.

(2) Obligations are issued to non-consolidated subsidiaries of the Company. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of PLICO.

(3) Fixed rate obligations

During the period of February 1, 2015 to September 30, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company did not repurchase any of its outstanding non-recourse funding obligations. For the nine months ended September 30, 2014 (Predecessor Company), the Company repurchased $18.3 million of its outstanding non-recourse funding obligations, at a discount. The repurchase resulted in a $4.6 million pre-tax gain for the Company.

Letters of Credit

Golden Gate III Vermont Captive Insurance Company

Golden Gate III Vermont Captive Insurance Company (“Golden Gate III”), a Vermont special purpose financial insurance company and wholly owned subsidiary of PLICO, is party to a Reimbursement Agreement (the “Reimbursement Agreement”) with UBS AG, Stamford Branch (“UBS”), as issuing lender. Under the original

Reimbursement Agreement, dated April 23, 2010, UBS issued a letter of credit (the “LOC”) in the initial amount of $505 million to a trust for the benefit of WCL. The Reimbursement Agreement was subsequently amended and restated effective November 21, 2011 (the “First Amended and Restated Reimbursement Agreement”), to replace the existing LOC with one or more letters of credit from UBS, and to extend the maturity date from April 1, 2018, to April 1, 2022. On August 7, 2013, Golden Gate III entered into a Second Amended and Restated Reimbursement Agreement with UBS (the “Second Amended and Restated Reimbursement Agreement”), which amended and restated the First Amended and Restated Reimbursement Agreement. Under the Second and Amended and Restated Reimbursement Agreement a new LOC in an initial amount of $710 million was issued by UBS in replacement of the existing LOC issued under the First Amended and Restated Reimbursement Agreement. The term of the LOC was extended from April 1, 2022 to October 1, 2023, subject to certain conditions being satisfied including scheduled capital contributions being made to Golden Gate III by one of its affiliates. The maximum stated amount of the LOC was increased from $610 million to $720 million in 2015 if certain conditions had been met. On June 25, 2014, Golden Gate III entered into a Third Amended and Restated Reimbursement Agreement with UBS (the “Third Amended and Restated Reimbursement Agreement”), which amended and restated the Second Amended and Restated Reimbursement Agreement. Under the Third Amended and Restated Reimbursement Agreement, a new LOC in an initial amount of $915 million was issued by UBS in replacement of the existing LOC issued under the Second Amended and Restated Reimbursement Agreement. The term of the LOC was extended from October 1, 2023 to April 1, 2025, subject to certain conditions being satisfied including scheduled capital contributions being made to Golden Gate III by one of its affiliates. The maximum stated amount of the LOC was increased from $720 million to $935 million in ~~2015 if certain conditions are met.~~2015. The LOC is held in trust for the benefit of WCL, and supports certain obligations of Golden Gate III to WCL under an indemnity reinsurance agreement originally effective April 1, 2010, as amended and restated on November 21, 2011, and as further amended and restated on August 7, 2013 and on June 25, 2014 to include additional blocks of policies, and pursuant to which WCL cedes liabilities relating to the policies of WCL and retrocedes liabilities relating to the policies of PLICO. The LOC balance ~~was~~reached its scheduled peak amount of $935 million in 2015 and remained as this level as of ~~September~~June 30, ~~2015~~2016 (Successor Company)., pursuant to the terms of the Third Amended and Restated Reimbursement Agreement. The term of the LOC is expected to be approximately 15 years from the original issuance date. This transaction is “non- recourse” to WCL, PLICO, and the Company, meaning that none of these companies other than

Table of Contents

Golden Gate III are liable for reimbursement on a draw of the LOC. The Company has entered into certain support agreements with Golden Gate III obligating the Company to make capital contributions or provide support related to certain of Golden Gate III’s expenses and in certain circumstances, to collateralize certain of the Company’s obligations to Golden Gate III. Future scheduled capital contributions amount to approximately $122.5 million and will be paid in three installments with the last payment occurring in 2021, and these contributions may be subject to potential offset against dividend payments as permitted under the terms of the Third Amended and Restated Reimbursement Agreement. The support agreements provide that amounts would become payable by the Company to Golden Gate III if its annual general corporate expenses were higher than modeled amounts or if specified catastrophic losses occur during defined time periods with respect to the policies reinsured by Golden Gate III. Pursuant to the terms of an amended and restated letter agreement with UBS, the Company has continued to guarantee the payment of fees to UBS as specified in the Third Amended and Restated Reimbursement Agreement. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), no payments have been made under these agreements.

Golden Gate IV Vermont Captive Insurance Company

Golden Gate IV Vermont Captive Insurance Company (“Golden Gate IV”), a Vermont special purpose financial insurance company and wholly owned subsidiary of PLICO, is party to a Reimbursement Agreement with UBS AG, Stamford Branch, as issuing lender. Under the Reimbursement Agreement, dated December 10, 2010, UBS issued an LOC in the initial amount of $270 million to a trust for the benefit of WCL. The LOC balance, ~~has increased,~~ in accordance with the terms of the Reimbursement Agreement, ~~during each quarter~~reached its scheduled peak amount of ~~2015 and was $770~~$790 million as of ~~September~~June 30, ~~2015~~2016 (Successor Company). ~~Subject to certain conditions, the amount of the LOC will be periodically increased up to a maximum of $790 million in 2016.~~ The term of the LOC is expected to be 12 years from the original issuance date (stated maturity of December 30, 2022). The LOC was issued to support certain obligations of Golden Gate IV to WCL under an indemnity reinsurance agreement, pursuant to which WCL cedes liabilities relating to the policies of WCL and retrocedes liabilities relating to the policies of PLICO. This transaction is “non-recourse” to WCL, PLICO, and the Company, meaning that none of these companies other than Golden Gate IV are liable for reimbursement on a draw of the LOC. The Company has entered into certain support agreements with Golden Gate IV obligating the Company to make capital contributions or provide support related to certain of Golden Gate IV’s expenses and in certain circumstances, to collateralize certain of the Company’s obligations to Golden Gate IV. The support agreements provide that amounts would become payable by the Company to Golden Gate IV if its annual general corporate expenses were higher than modeled amounts or if specified catastrophic losses occur during defined time periods with respect to the policies reinsured by Golden Gate IV. The Company has also entered into a separate

agreement to guarantee the payments of LOC fees under the terms of the Reimbursement Agreement. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), no payments have been made under these agreements.

Repurchase Program Borrowings

While the Company anticipates that the cash flows of its operating subsidiaries will be sufficient to meet its investment commitments and operating cash needs in a normal credit market environment, the Company recognizes that investment commitments scheduled to be funded may, from time to time, exceed the funds then available. Therefore, the Company has established repurchase agreement programs for certain of its insurance subsidiaries to provide liquidity when needed. The Company expects that the rate received on its investments will equal or exceed its borrowing rate. Under this program, the Company may, from time to time, sell an investment security at a specific price and agree to repurchase that security at another specified price at a later date. These borrowings are typically for a term less than 90 days. The market value of securities to be repurchased is monitored and collateral levels are adjusted where appropriate to protect the counterparty against credit exposure. Cash received is invested in fixed maturity securities, and the agreements provided for net settlement in the event of default or on termination of the agreements. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the fair value of securities pledged under the repurchase program was ~~$500.5~~$177.5 million and the repurchase obligation of ~~$455.7~~$160.0 million was included in the Company’s consolidated condensed balance sheets (at an average borrowing rate of 2242 basis points). During the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor ~~Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company), the maximum balance outstanding at any one point in time related to these programs was ~~$652.2 million and $175.0 million, respectively.~~$725.0 million. The average daily balance was ~~$530.5~~$464.5 million (at an average borrowing rate of 40 basis points) during the six months ended June 30, 2016 (Successor Company). As of December 31, 2015 (Successor Company), the fair value of securities pledged under the repurchase program was $479.9 million and the repurchase obligation of $438.2 million was included in the Company's consolidated condensed balance sheets. During 2015, the maximum balance outstanding at any one point in time related to these programs was $912.7 million. The average daily balance was $540.3 million and $77.4 million (at an average borrowing rate of 1820 and 16 basis ~~points, respectively)~~points) during the period of February 1, 2015 to ~~September 30,~~December 31, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, respectively. As~~.

Table of December 31, 2014 (Predecessor Company), the Company had a $50.0 million outstanding balance related to such borrowings. During 2014, the maximum balance outstanding at any one point in time related to these programs was $633.7 million. The average daily balance was $470.4 million (at an average borrowing rate of 11 basis points) during the year ended December 31, 2014 (Predecessor Company).

Contents

The following table provides the amount of collateral pledged for repurchase agreements, grouped by asset class, as of ~~September~~June 30, ~~2015~~2016 (Successor Company):

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

Accounted for as Secured Borrowings

Remaining Contractual Maturity of the Agreements

As of September 30, 2015 (Successor Company)

(Dollars In Thousands)

Overnight and

Greater Than

Continuous

Up to 30 days

30-90 days

90 days

Total

Repurchase agreements and repurchase-to-maturity transactions

U.S. Treasury and agency securities

$
124,489

$
20,257

$
15,029

$
—

$
159,775

State and municipal securities

—

—

—

—

—

Other asset-backed securities

—

—

—

—

—

Corporate securities

—

—

—

—

—

Equity securities

—

—

—

—

—

Non-U.S. sovereign debt

—

—

—

—

—

Mortgage loans

340,767

—

—

—

340,767

Other asset-backed securities

—

—

—

—

—

Total borrowings

$
465,256

$
20,257

$
15,029

$
—

$
500,542



	Remaining Contractual Maturity of the Agreements
	As of June 30, 2016 (Successor Company)
	(Dollars In Thousands)
	Overnight and Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Repurchase agreements and repurchase-to-maturity transactions
U.S. Treasury and agency securities	$	—	$	—	$	—	$	—	$	—
State and municipal securities	—		—		—		—		—
Other asset-backed securities	—		—		—		—		—
Corporate securities	—		—		—		—		—
Equity securities	—		—		—		—		—
Non-U.S. sovereign debt	—		—		—		—		—
Mortgage loans	177,463		—		—		—		177,463
Other asset-backed securities	—		—		—		—		—
Total borrowings	$	177,463	$	—	$	—	$	—	$	177,463

~~11.~~13.COMMITMENTS AND CONTINGENCIES

The Company has entered into indemnity agreements with each of its current directors other than those that are employees of Dai-ichi Life that provide, among other things and subject to certain limitations, a contractual right to indemnification to the fullest extent permissible under the law. The Company has agreements with certain of its officers providing up to $10 million in indemnification. These obligations are in addition to the customary obligation to indemnify officers and directors contained in the Company’s governance documents.

Under insurance guaranty fund laws, in most states insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. In addition, from time to time, companies may be asked to contribute amounts beyond prescribed limits. Most insurance guaranty fund laws provide that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength. The Company does not believe its insurance guaranty fund assessments will be materially different from amounts already provided for in the financial statements.

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

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

After the entry into the Merger Agreement on June 3, 2014, four lawsuits were filed against the Company, our then current directors, Dai-ichi Life and DL Investment (Delaware), Inc. on behalf of alleged Company shareowners. On June 11, 2014, a putative class action lawsuit styled ~~Edelman, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 01-CV- 2014-902474.00, was filed in the Circuit Court of Jefferson County, Alabama. On July 30, 2014, the plaintiff in~~ ~~Edelman~~ ~~filed an amended complaint. Three putative class action lawsuits were filed in the Court of Chancery of the State of Delaware,~~ ~~Martin, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 9794-CB, filed June 19, 2014,~~ ~~Leyendecker, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 9931-CB, filed July 22, 2014 and~~ ~~Hilburn, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 9937-CB, filed July 23, 2014. The Delaware Court of Chancery consolidated the~~ ~~Martin~~, ~~Leyendecker,~~ ~~and~~ ~~Hilburn~~ ~~actions under the caption~~ ~~In re Protective Life Corp. Stockholders Litigation~~~~, Consolidated Civil Action No. 9794-CB, designated the~~ ~~Hilburn~~ complaint as the operative consolidated complaint (the “Delaware Action”) and appointed Charlotte Martin, Samuel J. Leyendecker, Jr., and Deborah J. Hilburn to serve as co-lead plaintiffs. These lawsuits alleged that our Board of Directors breached its fiduciary duties to the Company’s shareowners, that the Merger involved an unfair price, an inadequate sales process, and unreasonable deal protection devices that purportedly precluded competing offers, and that the preliminary proxy statement filed with the SEC on July 10, 2014 failed to disclose purportedly material information. The complaints also alleged that the Company, Dai-ichi Life and DL Investment (Delaware), Inc. aided and abetted those alleged breaches of fiduciary duties. The complaints sought injunctive relief, including enjoining or rescinding the Merger, and attorneys’ and other fees and costs, in addition to other relief. The Delaware Action also sought an award of unspecified damages.

~~With respect to the~~ ~~Edelman~~ lawsuit, on September 5, 2014, the court held a hearing to address motions to dismiss the lawsuit filed on behalf of the Company, the members of the Company’s Board, and DL Investment (Delaware), Inc. On September 19, 2014, the court granted those motions and dismissed the ~~Edelman~~ lawsuit in its entirety and with prejudice, pending a possible appeal by the plaintiff. With respect to the Delaware Action, on September 24, 2014, the Company, each of the members of the Company’s Board, Dai-ichi Life, and DL Investment (Delaware), Inc. entered into a Memorandum of Understanding (the “MOU”) with the plaintiffs in that case, which set forth the parties’ agreement in principle for a settlement of the Delaware Action. As set forth in the MOU, the Company, the members of the Company’s Board, Dai-ichi Life, and DL Investment (Delaware), Inc. agreed to the settlement solely to eliminate the burden, expense, distraction, and uncertainties inherent in further litigation, and without admitting any liability or wrongdoing. The MOU contemplated that the parties would seek to enter into a stipulation of settlement providing for the certification of a mandatory non opt-out class, for settlement purposes only, to include any and all record and beneficial owners of shares (excluding the members of the Company’s Board and their immediate family members, any entity in which any member of the Company’s Board has a controlling interest, and any successors in interest thereto) that held shares at any time during the period beginning on June 3, 2014, through the date of consummation or termination of the Merger, including any and all of their respective successors in interest, successors, predecessors in interest, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, together with their predecessors, successors and assigns, and a global release of claims relating to the Merger as set forth in the MOU. As part of the settlement, the Company agreed to make certain additional disclosures related to the Merger which are set forth in the Company’s Form 8-K filed on September 25, 2014 and which supplement the information contained in the Company’s definitive proxy statement filed with the SEC on August 25, 2014, as amended on August 27, 2014. Nothing in the Form 8-K or stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth in the Form 8-K. The stipulation of settlement and release of all claims in the Delaware Action was approved by the Court of Chancery of the State of Delaware on June 16, 2015. The terms of the settlement had no effect on the consideration received by Company shareowners in connection with the completion of the Merger, and the amount of attorneys’ fees and expenses awarded to the plaintiffs’ counsel did not have a material impact upon the Company.

In 2012, the IRS proposed favorable and unfavorable adjustments to the Company’s 2003 through 2007 reported taxable income. The Company protested certain unfavorable adjustments and ~~was seeking~~sought resolution at the IRS’ Appeals Division. ~~The case followed normal procedure and was under review at Congress’ Joint Committee on Taxation. Subsequent to September 30,~~In October 2015, the Appeals Division accepted the Company’s earlier proposed settlement ~~offer that related to its earlier protest. As a result, the Company expects to pay approximately $13.0 million in tax. This payment will not materially impact the Company nor its effective tax rate.~~

offer. In ~~the three months ended~~ September ~~30,~~ 2015, the IRS proposed favorable and unfavorable adjustments to the Company’s 2008 through 2011 reported taxable income. The Company agreed to these adjustments. As a result, itpending a routine review by Congress’ Joint Committee on Taxation, the Company expects to receive ~~approximately $9.8~~an approximate $6.2 million net tax refund in tax refunds. However, due to the activity in the previous exam cycle per the preceding paragraph, the tax computations are in the process of being recomputed. Regardless of these recalculations, these refundsa future period. This refund will not materially affect the Company’s effective tax rate. ~~Through the acquisition~~

Table of MONY by PLICO certain income tax credit carryforwards, which arose in MONY’s pre-acquisition tax years, transferred to the Company. This transfer was in accordance with the applicable rules of the Internal Revenue Code and the related Regulations. In spite of this transfer, AXA, the former parent of the consolidated income tax return group in which MONY was a member, retains the right to utilize these credits in the future to offset future increases in its 2010 through 2013 tax liabilities. The Company had determined that, based on all information known as of the acquisition date and through the March 31, 2014 reporting date, it was probable that a loss of the utilization of these carryforwards had been incurred. Due to indemnification received from AXA during the quarter ending June 30, 2014, the probability of loss of these carryforwards has been eliminated. Accordingly, in the table summarizing the fair value of net assets acquired from the Acquisition, the amount of the deferred tax asset from the credit carryforwards is no longer offset by a liability.

Contents

Certain of the Company’s insurance subsidiaries, as well as certain other insurance companies for which the Company has coinsured blocks of life insurance and annuity policies, are under audit for compliance with the unclaimed property laws of a number of states. The audits are being conducted on behalf of the treasury departments or unclaimed property administrators in such states. The focus of the audits is on whether there have been unreported deaths, maturities, or policies that have exceeded limiting age with respect to which death benefits or other payments

under life insurance or annuity policies should be treated as unclaimed property that should be escheated to the state. The Company is presently unable to estimate the reasonably possible loss or range of loss that may result from the audits due to a number of factors, including uncertainty as to the legal theory or theories that may give rise to liability, the early stages of the audits being conducted, and, with respect to one block of life insurance policies that is co-insured by a subsidiary of the Company, uncertainty as to whether the Company or other companies are responsible for the liabilities, if any, arising in connection with such policies. The Company will continue to monitor the matter for any developments that would make the loss contingency associated with the audits probable or reasonably estimable.

Certain of the Company’s subsidiaries are under a targeted multi-state examination with respect to their claims paying practices and their use of the U.S. Social Security Administration’s Death Master File or similar databases (a “Death Database”) to identify unreported deaths in their life insurance policies, annuity contracts and retained asset accounts. There is no clear basis in previously existing law for requiring a life insurer to search for unreported deaths in order to determine whether a benefit is owed, and substantial legal authority exists to support the position that the prevailing industry practice was lawful. A number of life insurers, however, have entered into settlement or consent agreements with state insurance regulators under which the life insurers agreed to implement procedures for periodically comparing their life insurance and annuity contracts and retained asset accounts against a Death Database, treating confirmed deaths as giving rise to a death benefit under their policies, locating beneficiaries and paying them the benefits and interest, ~~and~~ escheating the benefits and interest ~~as well as penalties~~ to the state if the beneficiary could not be ~~found.~~found, and paying penalties to the state, if required. It has been publicly reported that the life insurers have paid administrative and/or examination fees to the insurance regulators in connection with the settlement or consent agreements. The Company believes it is reasonably possible that insurance regulators could demand from the Company administrative and/or examination fees relating to the targeted multi-state examination. Based on publicly reported payments by other life insurers, the Company estimates the range of such fees to be from $0 to ~~$3.5~~$4.5 million.

~~12.~~14.EMPLOYEE BENEFIT PLANS

~~Due to~~

Beginning with the ~~Dai-ichi Life transaction,~~December 31, 2015 measurement, the Company ~~re-measured all materially impacted benefit plans as of January 31, 2015 (Predecessor Company). Financial re-measurement was performed for~~changed its method used to estimate the ~~defined benefit pension plan, the unfunded excess benefit plan,~~service and the postretirement life insurance plan as of January 31, 2015 (Predecessor Company). The January 2015 results for the retiree life plan were not material, and therefore, re-measurement was not deemed necessary for this plan. The Company has disclosed relevant financial information related to the applicable January 31, 2015 (Predecessor Company) re-measurements, as follows.

The following table presents the benefit obligation, fair value of plan assets, and the funded status of the Company’s defined benefit pension plan and unfunded excess benefit plan as of January 31, 2015 (Predecessor Company) and December 31, 2014 (Predecessor Company). This table also includes the amounts not yet recognized asinterest cost components of net periodic benefit cost for pension ~~costs~~and other postretirement benefits by applying a spot rate approach. Historically, the Company utilized a single weighted average discount rate derived from a selected yield curve used to measure the benefit obligation as of ~~January 31, 2015 (Predecessor Company)~~the measurement date. Under the new spot rate approach, the actual calculation of service and ~~December 31, 2014 (Predecessor Company).~~

Predecessor Company

Defined Benefit

Unfunded Excess

Pension Plan

Benefits Plan

As of

As of

As of

As of

January 31, 2015

December 31, 2014

January 31, 2015

December 31, 2014

(Dollars In Thousands)

Accumulated benefit obligation, end of period

$
262,290

$
249,453

$
49,251

$
47,368

Change in projected benefit obligation:

Projected benefit obligation at beginning of period

$
267,331

$
219,152

$
49,575

$
39,679

Service cost

974

9,411

95

954

Interest cost

1,002

10,493

140

1,696

Amendments

—

—

—

—

Actuarial (gain) or loss

12,384

38,110

1,555

9,153

Benefits paid

(592
)
(9,835
)
(122
)
(1,907
)
Projected benefit obligation at end of period

281,099

267,331

51,243

49,575

Change in plan assets:

Fair value of plan assets at beginning of period

203,772

180,173

—

—

Actual return on plan assets

(3,525
)
17,921

—

—

Employer contributions(1)

2,165

15,513

122

1,907

Benefits paid

(592
)
(9,835
)
(122
)
(1,907
)
Fair value of plan assets at end of period

201,820

203,772

—

—

After reflecting FASB guidance

Funded status

(79,279
)
(63,559
)
(51,243
)
(49,575
)
Amounts recognized in the balance sheet:

Other liabilities

(79,279
)
(63,559
)
(51,243
)
(49,575
)

Amounts recognized in accumulated other comprehensive income:

Net actuarial loss

96,965

80,430

22,401

20,983

Prior service cost/(credit)

(1,001
)
(1,033
)
23

24

Total amounts recognized in AOCI

$
95,964

$
79,397

$
22,424

$
21,007

~~(1)~~ ~~Employer contributions disclosed are based on~~interest cost will reflect an array of spot rates along the ~~Company’s fiscal filing year.~~

As of January 31, 2015 (Predecessor Company) and December 31, 2014 (Predecessor Company), the projected benefit obligation associated with the postretirement life insurance plan was $9.8 million and $9.3 million, respectively.

As a result of the Merger on February 1, 2015, all unrecognized prior service costs or credits, actuarial gains or losses, and any remaining transition assets or obligations were not carried forward on the acquisition date. Therefore, the amounts presented in the “Amounts recognized in accumulated other comprehensive income” in the chart above were set to zero on the Merger date.

~~The benefit obligations as of January 31, 2015 (Predecessor Company) were determined based on the assumptions~~yield curve used in the ~~2014 year-end disclosures with~~determination of the ~~following exception:~~

Defined Benefit

Unfunded Excess

Postretirement

Pension Plan

Benefit Plan

Life Insurance Plan

Discount rate

3.55
%
3.26
%
3.79
%

benefit obligation to the relevant projected cash flows. The Company made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot rates from the selected yield curve. This new approach does not affect the measurement of the total benefit obligation.

Components of the net periodic benefit cost for the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company), the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and the period of January 1, 2015 to January 31, 2015 (Predecessor Company), are as follows:



	Successor Company																				Predecessor Company
	For The Three Months Ended June 30, 2016					For The Three Months Ended June 30, 2015					For The Six Months Ended June 30, 2016					February 1, 2015 to June 30, 2015					January 1, 2015 to January 31, 2015
	Defined Benefit Pension Plan			Excess Benefit Plan		Defined Benefit Pension Plan			Excess Benefit Plan		Defined Benefit Pension Plan			Excess Benefit Plan		Defined Benefit Pension Plan			Excess Benefit Plan		Defined Benefit Pension Plan			Excess Benefit Plan
	(Dollars In Thousands)																				(Dollars In Thousands)
Service cost — benefits earned during the period	$	2,906		$	313	$	2,973		$	333	$	5,812		$	625	$	4,955		$	555	$	974		$	95
Interest cost on projected benefit obligation	2,737			438		2,433			408		5,474			877		4,055			680		1,002			140
Expected return on plan assets	(3,605		)	—		(3,642		)	—		(7,211		)	—		(6,070		)	—		(1,293		)	—
Amortization of prior service cost	—			—		—			—		—			—		—			—		(33		)	1
Amortization of actuarial losses	—			—		—			—		—			—		—			—		668			138
Preliminary net periodic benefit cost	2,038			751		1,764			741		4,075			1,502		2,940			1,235		1,318			374
Settlement/curtailment expense	—			1,500		—			—		—			1,500		—			—		—			—
Total net periodic benefit cost	$	2,038		$	2,251	$	1,764		$	741	$	4,075		$	3,002	$	2,940		$	1,235	$	1,318		$	374

On May 5, 2016, the Board of Directors of Protective Life Corporation decided to convert the accrued benefit payable under the excess benefit plan as of March 31, 2016 to John D. Johns, the Company's Chairman and Chief Executive Officer, into a lump sum amount. Upon the completion of the final terms of the conversion agreement, the lump sum amount will be allocated to a book entry account that will be treated as though it were a deferral account under the Company’s deferred compensation plan for officers. Mr. Johns will continue to accrue benefits with respect to his continued service as an employee of the Company after March 31, 2016 in a manner that is consistent with the provisions of the excess benefit plan. The conversion event will require the Company to re-measure the excess benefit plan and will result in settlement expense recognition upon the completion of the

Table of Contents

final conversion agreement. The Company estimates that the re-measurement of the excess benefit plan will result in the recognition of $1.5 million in settlement expense, which has been accrued during the three ~~and nine~~ months ended ~~September~~June 30, ~~2014 (Predecessor~~2016 (Successor Company) ~~are~~. Financial re-measurement of the excess benefit plan will be performed as ~~follows:~~

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015
to

For The Three

For The Nine

Months Ended

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

Defined

Unfunded

Defined

Unfunded

Defined

Unfunded

Defined

Unfunded

Defined

Unfunded

Benefit

Excess

Benefit

Excess

Benefit

Excess

Benefit

Excess

Benefit

Excess

Pension

Benefit

Pension

Benefit

Pension

Benefit

Pension

Benefit

Pension

Benefit

Plan

Plan

Plan

Plan

Plan

Plan

Plan

Plan

Plan

Plan

(Dollars In Thousands)

(Dollars In Thousands)

Service cost — benefits earned during the period

$
2,973

$
333

$
7,928

$
888

$
974

$
95

$
2,227

$
226

$
6,680

$
678

Interest cost on projected benefit obligation

2,433

408

6,488

1,088

1,002

140

2,587

406

7,761

1,219

Expected return on plan assets

(3,642
)
—

(9,712
)
—

(1,293
)
—

(3,065
)
—

(9,194
)
—

Amortization of prior service cost

—

—

—

—

(33
)
1

(98
)
3

(294
)
9

Amortization of actuarial losses

—

—

—

—

668

138

1,576

321

4,727

962

Total net periodic benefit cost

$
1,764

$
741

$
4,704

$
1,976

$
1,318

$
374

$
3,227

$
956

$
9,680

$
2,868

soon as the conversion agreement is in place.

During the ~~period of January 1, 2015 to January 31, 2015 (Predecessor~~six months ended June 30, 2016 (Successor Company), the Company ~~contributed $2.2 million~~did not make a contribution to its defined benefit pension plan for the 2014 plan year. During the period of February 1, 2015 to September 30, 2015 (Successor Company), the Company contributed $1.4 million to its defined benefit pension plan for the 2014 plan year.plan. The Company will ~~continue to~~ make contributions in future periods as necessary to at least satisfy minimum funding requirements. The Company may also make additional contributions in future periods to maintain an adjusted funding target attainment percentage (“AFTAP”) of at least 80% and to avoid certain Pension Benefit Guaranty Corporation (“PBGC”) reporting ~~triggers~~.

triggers.

~~13.~~15.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) (“AOCI”) as of ~~September~~June 30, 2016 (Successor Company), December 31, 2015 (Successor Company), and January 31, 2015 (Predecessor Company) ~~and December 31, 2014 (Predecessor Company)~~.

~~Changes in Accumulated Other Comprehensive Income (Loss) by Component~~

Total

Accumulated

Unrealized

Accumulated

Other

Gains and Losses

Gain and Loss

Comprehensive

Successor Company

on Investments(2)

Derivatives

Income (Loss)

(Dollars In Thousands, Net of Tax)

Beginning Balance, February 1, 2015

$
—

$
—

$
—

Other comprehensive income (loss) before reclassifications

(941,473
)
(86
)
(941,559
)
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings

(3,115
)
—

(3,115
)
Amounts reclassified from accumulated other comprehensive income (loss)(1)

8,657

86

8,743

Net current-period other comprehensive income (loss)

(935,931
)
—

(935,931
)
Ending Balance, September 30, 2015

$
(935,931
)
$
—

$
(935,931
)



Successor Company	Unrealized Gains and Losses on Investments(2)			Accumulated Gain and Loss Derivatives		Minimum Pension Liability Adjustment		Total Accumulated Other Comprehensive Income (Loss)
	(Dollars In Thousands, Net of Tax)
Beginning Balance, December 31, 2015	$	(1,247,065	)	$	—	$	5,931	$	(1,241,134	)
Other comprehensive income (loss) before reclassifications	1,022,377			—		—		1,022,377
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings	(2,572		)	—		—		(2,572		)
Amounts reclassified from accumulated other comprehensive income (loss)(1)	(12,287		)	—		—		(12,287		)
Net current-period other comprehensive income (loss)	1,007,518			—		—		1,007,518
Ending Balance, June 30, 2016	$	(239,547	)	$	—	$	5,931	$	(233,616	)

(1) See Reclassification table below for details.

(2) As of ~~September~~June 30, ~~2015~~2016 net unrealized losses reported in AOCI were offset by ~~$506.9~~$139.3 million due to the impact those net unrealized losses would have had on certain of the Company’s insurance assets and liabilities if the net unrealized losses had been recognized in net income.

Table of Contents

Changes in Accumulated Other Comprehensive Income (Loss) by Component

Total

Accumulated

Unrealized

Accumulated

Minimum

Other

Gains and Losses

Gain and Loss

Pension Liability

Comprehensive

Predecessor Company

on Investments(2)

Derivatives

Adjustment

Income (Loss)

(Dollars In Thousands, Net of Tax)

Beginning Balance, December 31, 2014

$
1,484,169

$
(82
)
$
(66,011
)
$
1,418,076

Other comprehensive income (loss) before reclassifications

482,370

9

(12,527
)
469,852

Other comprehensive income (loss) relating to other- than-temporary impaired investments for which a portion has been recognized in earnings

(243
)
—

—

(243
)
Amounts reclassified from accumulated other comprehensive income (loss)(1)

(4,166
)
23

502

(3,641
)
Net current-period other comprehensive income (loss)

477,961

32

(12,025
)
465,968

Ending Balance, January 31, 2015

$
1,962,130

$
(50
)
$
(78,036
)
$
1,884,044



Successor Company	Unrealized Gains and Losses on Investments(2)			Accumulated Gain and Loss Derivatives			Minimum Pension Liability Adjustment		Total Accumulated Other Comprehensive Income (Loss)
	(Dollars In Thousands, Net of Tax)
Beginning Balance, February 1, 2015	$	—		$	—		$	—	$	—
Other comprehensive income (loss) before reclassifications	(1,264,034		)	(86		)	5,931		(1,258,189		)
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings	(393		)	—			—		(393		)
Amounts reclassified from accumulated other comprehensive income (loss)(1)	17,362			86			—		17,448
Net current-period other comprehensive income (loss)	(1,247,065		)	—			5,931		(1,241,134		)
Ending Balance, December 31, 2015	$	(1,247,065	)	$	—		$	5,931	$	(1,241,134	)

(1) See Reclassification table below for details.

(2) As of ~~January~~December 31, 2015, ~~and December 31, 2014,~~ net unrealized losses reported in AOCI were offset by ~~$(492.6)~~$623.0 million ~~and $(504.4) million, respectively,~~ due to the impact those net unrealized losses would have had on certain of the Company’s insurance assets and liabilities if the net unrealized losses had been recognized in net income.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

Total

Accumulated

Unrealized

Accumulated

Minimum

Other

Gains and Losses

Gain and Loss

Pension Liability

Comprehensive

Predecessor Company

on Investments(2)

Derivatives

Adjustment

Income (Loss)

(Dollars In Thousands, Net of Tax)

Beginning Balance, December 31, 2013

$
539,003

$
(1,235
)
$
(43,702
)
$
494,066

Other comprehensive income (loss) before reclassifications

986,958

(2
)
(27,395
)
959,561

Other comprehensive income (loss) relating to other- than-temporary impaired investments for which a portion has been recognized in earnings

3,498

—

—

3,498

Amounts reclassified from accumulated other comprehensive income (loss)(1)

(45,290
)
1,155

5,086

(39,049
)
Net current-period other comprehensive income (loss)

945,166

1,153

(22,309
)
924,010

Ending Balance, December 31, 2014

$
1,484,169

$
(82
)
$
(66,011
)
$
1,418,076



Predecessor Company	Unrealized Gains and Losses on Investments(2)			Accumulated Gain and Loss Derivatives			Minimum Pension Liability Adjustment			Total Accumulated Other Comprehensive Income (Loss)
	(Dollars In Thousands, Net of Tax)
Beginning Balance, December 31, 2014	$	1,484,169		$	(82	)	$	(66,011	)	$	1,418,076
Other comprehensive income (loss) before reclassifications	482,370			9			(12,527		)	469,852
Other comprehensive income (loss) relating to other- than-temporary impaired investments for which a portion has been recognized in earnings	(243		)	—			—			(243		)
Amounts reclassified from accumulated other comprehensive income (loss)(1)	(4,166		)	23			502			(3,641		)
Net current-period other comprehensive income (loss)	477,961			32			(12,025		)	465,968
Ending Balance, January 31, 2015	$	1,962,130		$	(50	)	$	(78,036	)	$	1,884,044

(1) See Reclassification table below for details.

(2) As of ~~December~~January 31, ~~2014 and 2013,~~2015 net unrealized losses reported in AOCI were offset by ~~$(504.4)~~$(492.6) million ~~and $(189.8) million,~~

~~respectively,~~ due to the impact those net unrealized losses would have had on certain of the Company’s insurance assets and liabilities if the net unrealized losses had been recognized in net income.

Table of Contents

The following tables summarize the reclassifications amounts out of AOCI for the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company), the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and for the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, and for the three and nine months ended September 30, 2014 (Predecessor Company)~~.

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amount

Reclassified

from Accumulated

Successor Company

Other Comprehensive

Affected Line Item in the

For The Three Months Ended September 30, 2015

Income (Loss)

Consolidated Condensed Statements of Income

(Dollars In Thousands)

Unrealized gains and losses on available-for-sale securities

Net investment gains (losses)

$
(1,253
)
Realized investment gains (losses): All other investments

Impairments recognized in earnings

(10,064
)
Net impairment losses recognized in earnings

(11,317
)
Total before tax

3,961

Tax (expense) or benefit

$
(7,356
)
Net of tax

~~(1)~~ ~~See Note 17, Derivative Financial Instruments for additional information.~~

Amount
Reclassified
from Accumulated
Successor Company Other Comprehensive Affected Line Item in the
For The Three Months Ended June 30, 2016 Income (Loss) Consolidated Condensed Statements of Income
(Dollars In Thousands)
Unrealized gains and losses on available-for-sale securities

Net investment gains (losses) $ 16,932
Realized investment gains (losses): All other investments
Impairments recognized in earnings (967 ) Net impairment losses recognized in earnings
15,965
Total before tax
(5,588 ) Tax (expense) or benefit
$ 10,377
Net of tax

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amount

Reclassified

from Accumulated

Successor Company

Other Comprehensive

Affected Line Item in the

February 1, 2015 to September 30, 2015

Income (Loss)

Consolidated Condensed Statements of Income

(Dollars In Thousands)

Gains and losses on derivative instruments

Net settlement (expense)/benefit(1)

$
(131
)
Benefits and settlement expenses, net of reinsurance ceded

(131
)
Total before tax

45

Tax (expense) or benefit

$
(86
)
Net of tax

Unrealized gains and losses on available-for-sale securities

Net investment gains (losses)

$
2,480

Realized investment gains (losses): All other investments

Impairments recognized in earnings

(15,798
)
Net impairment losses recognized in earnings

(13,318
)
Total before tax

4,661

Tax (expense) or benefit

$
(8,657
)
Net of tax



	Amount Reclassified from Accumulated
Successor Company	Other Comprehensive			Affected Line Item in the
For The Six Months Ended June 30, 2016	Income (Loss)			Consolidated Condensed Statements of Income
	(Dollars In Thousands)
Unrealized gains and losses on available-for-sale securities
Net investment gains (losses)	$	22,487		Realized investment gains (losses): All other investments
Impairments recognized in earnings	(3,584		)	Net impairment losses recognized in earnings
	18,903			Total before tax
	(6,616		)	Tax (expense) or benefit
	$	12,287		Net of tax

Table of Contents

~~(1)~~ ~~See Note 17, Derivative Financial Instruments for additional information.~~

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amount

Reclassified

from Accumulated

Predecessor Company

Other Comprehensive

Affected Line Item in the

January 1, 2015 to January 31, 2015

Income (Loss)

Consolidated Condensed Statements of Income

(Dollars In Thousands)

Gains and losses on derivative instruments

Net settlement (expense)/benefit(1)

$
(36
)
Benefits and settlement expenses, net of reinsurance ceded

(36
)
Total before tax

13

Tax (expense) or benefit

$
(23
)
Net of tax

Unrealized gains and losses on available-for-sale securities

Net investment gains (losses)

$
6,891

Realized investment gains (losses): All other investments

Impairments recognized in earnings

(481
)
Net impairment losses recognized in earnings

6,410

Total before tax

(2,244
)
Tax (expense) or benefit

$
4,166

Net of tax

Postretirement benefits liability adjustment

Amortization of net actuarial gain/(loss)

$
(808
)
Other operating expenses

Amortization of prior service credit/(cost)

31

Other operating expenses

Amortization of transition asset/(obligation)

5

Other operating expenses

(772
)
Total before tax

270

Tax (expense) or benefit

$
(502
)
Net of tax



	Amount Reclassified from Accumulated
Successor Company	Other Comprehensive			Affected Line Item in the
For The Three Months Ended June 30, 2015	Income (Loss)			Consolidated Condensed Statements of Income
	(Dollars In Thousands)
Gains and losses on derivative instruments
Net settlement (expense)/benefit(1)	$	(41	)	Benefits and settlement expenses, net of reinsurance ceded
	(41		)	Total before tax
	14			Tax (expense) or benefit
	$	(27	)	Net of tax
Unrealized gains and losses on available-for-sale securities
Net investment gains (losses)	$	3,360		Realized investment gains (losses): All other investments
Impairments recognized in earnings	(5,734		)	Net impairment losses recognized in earnings
	(2,374		)	Total before tax
	831			Tax (expense) or benefit
	$	(1,543	)	Net of tax

(1) See Note ~~17,~~ 8, Derivative Financial Instruments for additional information.

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amount

Reclassified

from Accumulated

Predecessor Company

Other Comprehensive

Affected Line Item in the

For The Three Months Ended September 30, 2014

Income (Loss)

Consolidated Condensed Statements of Income

(Dollars In Thousands)

Gains and losses on derivative instruments

Net settlement (expense)/benefit(1)

$
(293
)
Benefits and settlement expenses, net of reinsurance ceded

(293
)
Total before tax

103

Tax (expense) or benefit

$
(190
)
Net of tax

Unrealized gains and losses on available-for-sale securities

Net investment gains (losses)

$
23,627

Realized investment gains (losses): All other investments

Impairments recognized in earnings

(2,354
)
Net impairment losses recognized in earnings

21,273

Total before tax

(7,446
)
Tax (expense) or benefit

$
13,827

Net of tax

Postretirement benefits liability adjustment

Amortization of net actuarial gain/(loss)

$
(1,900
)
Other operating expenses

Amortization of prior service credit/(cost)

95

Other operating expenses

(1,805
)
Total before tax

632

Tax (expense) or benefit

$
(1,173
)
Net of tax



	Amount Reclassified from Accumulated
Successor Company	Other Comprehensive			Affected Line Item in the
February 1, 2015 to June 30, 2015	Income (Loss)			Consolidated Condensed Statements of Income
	(Dollars In Thousands)
Gains and losses on derivative instruments
Net settlement (expense)/benefit(1)	$	(131	)	Benefits and settlement expenses, net of reinsurance ceded
	(131		)	Total before tax
	45			Tax (expense) or benefit
	$	(86	)	Net of tax
Unrealized gains and losses on available-for-sale securities
Net investment gains (losses)	$	3,733		Realized investment gains (losses): All other investments
Impairments recognized in earnings	(5,734		)	Net impairment losses recognized in earnings
	(2,001		)	Total before tax
	700			Tax (expense) or benefit
	$	(1,301	)	Net of tax

(1) See Note ~~17,~~ 8, Derivative Financial Instruments for additional information.

Table of Contents

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amount

Reclassified

from Accumulated

Predecessor Company

Other Comprehensive

Affected Line Item in the

For The Nine Months Ended September 30, 2014

Income (Loss)

Consolidated Condensed Statements of Income

(Dollars In Thousands)

Gains and losses on derivative instruments

Net settlement (expense)/benefit(1)

$
(1,577
)
Benefits and settlement expenses, net of reinsurance ceded

(1,577
)
Total before tax

552

Tax (expense) or benefit

$
(1,025
)
Net of tax

Unrealized gains and losses on available-for-sale securities

Net investment gains (losses)

$
51,195

Realized investment gains (losses): All other investments

Impairments recognized in earnings

(5,405
)
Net impairment losses recognized in earnings

45,790

Total before tax

(16,027
)
Tax (expense) or benefit

$
29,763

Net of tax

Postretirement benefits liability adjustment

Amortization of net actuarial gain/(loss)

$
(5,700
)
Other operating expenses

Amortization of prior service credit/(cost)

285

Other operating expenses

(5,415
)
Total before tax

1,895

Tax (expense) or benefit

$
(3,520
)
Net of tax



	Amount Reclassified from Accumulated
Predecessor Company	Other Comprehensive			Affected Line Item in the
January 1, 2015 to January 31, 2015	Income (Loss)			Consolidated Condensed Statements of Income
	(Dollars In Thousands)
Gains and losses on derivative instruments
Net settlement (expense)/benefit(1)	$	(36	)	Benefits and settlement expenses, net of reinsurance ceded
	(36		)	Total before tax
	13			Tax (expense) or benefit
	$	(23	)	Net of tax
Unrealized gains and losses on available-for-sale securities
Net investment gains (losses)	$	6,891		Realized investment gains (losses): All other investments
Impairments recognized in earnings	(481		)	Net impairment losses recognized in earnings
	6,410			Total before tax
	(2,244		)	Tax (expense) or benefit
	$	4,166		Net of tax
Postretirement benefits liability adjustment
Amortization of net actuarial gain/(loss)	$	(808	)	Other operating expenses
Amortization of prior service credit/(cost)	31			Other operating expenses
Amortization of transition asset/(obligation)	5			Other operating expenses
	(772		)	Total before tax
	270			Tax (expense) or benefit
	$	(502	)	Net of tax

(1) See Note ~~17,~~ 8, Derivative Financial Instruments for additional information.

~~14.~~16.EARNINGS PER SHARE

(PREDECESSOR COMPANY)

As of February 1, 2015, the Company became a wholly owned subsidiary of Dai-ichi Life, and for the ~~period of~~periods after February 1, 2015, ~~to September 30, 2015 (Successor Company),~~ there was no market for the Company’s common stock and therefore the Company will no longer disclose earnings per share information.

~~Basic~~

For periods prior to February 1, 2015, basic earnings per share iswas computed by dividing net income by the weighted-average number of common shares outstanding during the period, including shares issuable under various deferred compensation plans. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period, assuming the shares were not anti-dilutive, including shares issuable under various stock-based compensation plans and stock purchase contracts.

Table of Contents

A reconciliation of the numerators and denominators of the basic and diluted earnings per share is presented below for the period of January 1, 2015 to January 31, 2015 (Predecessor Company) ~~and for the three and nine months ended September 30, 2014 (Predecessor Company)~~:

Predecessor Company

January 1, 2015

For The Three

For The Nine

to

Months Ended

Months Ended

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands, Except Per Share Amounts)

Calculation of basic earnings per share:

Net income

$
1,509

$
118,909

$
310,525

Average shares issued and outstanding

79,343,253

79,095,917

78,860,218

Issuable under various deferred compensation plans

1,109,595

1,135,674

1,081,800

Weighted shares outstanding - basic

80,452,848

80,231,591

79,942,018

Per share:

Net income - basic

$
0.02

$
1.48

$
3.88

Calculation of diluted earnings per share:

Net income

$
1,509

$
118,909

$
310,525

Weighted shares outstanding - basic

80,452,848

80,231,591

79,942,018

Stock appreciation rights (“SARs”)

64,570

72,223

342,203

Issuable under various other stock-based compensation plans

935,382

869,320

718,215

Restricted stock units

306,487

285,736

258,813

Weighted shares outstanding - diluted

81,759,287

81,458,870

81,261,249

Per share:

Net income - diluted

$
0.02

$
1.46

$
3.82

Predecessor Company
January 1, 2015
to
January 31, 2015
(Dollars In Thousands, Except Per Share Amounts)
Calculation of basic earnings per share:
Net income $ 1,509

Average shares issued and outstanding 79,343,253
Issuable under various deferred compensation plans 1,109,595
Weighted shares outstanding - basic 80,452,848
Per share:
Net income - basic $ 0.02
Calculation of diluted earnings per share:
Net income $ 1,509

Weighted shares outstanding - basic 80,452,848
Stock appreciation rights (“SARs”) 64,570
Issuable under various other stock-based compensation plans 935,382
Restricted stock units 306,487
Weighted shares outstanding - diluted 81,759,287
Per share:
Net income - diluted $ 0.02

~~15.~~17.INCOME TAXES

The Company used its respective estimates of its annual 2015 and 2014 incomes in computing its effective income tax rates for the three months ended September 30, 2015 (Successor Company), the period of February 1, 2015 to September 30, 2015 (Successor Company), the period of January 1, 2015 to January 31, 2015 (Predecessor Company), and for the three and nine months ended September 30, 2014 (Predecessor Company). The effective tax rates for the three months ended September 30, 2015 (Successor Company), the period of February 1, 2015 to September 30, 2015 (Successor Company), the period of January 1, 2015 to January 31, 2015 (Predecessor Company), and for the three and nine months ended September 30, 2014 (Predecessor Company) were 30.8%, 32.5%, (27.7)%, 35.7%, and 34.3%, respectively. The recorded tax benefit for the period of January 1, 2015 to January 31, 2015 (Predecessor Company) includes the benefit associated with the re-measurement of the unrecognized tax benefits discussed in the following paragraph.

~~In conjunction with the Merger and as a result of the adjustments to the Company’s assets and liabilities which were discussed in Note 2,~~ ~~Summary of Significant Accounting Policies~~~~, the Company’s deferred tax assets and liabilities were re-measured as of the date of the Merger.~~

~~The components of the Company’s net deferred income tax liability are as follows:~~

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Deferred income tax assets:

Loss and credit carryforwards

$
23,430

$
516

Premium receivables and policy liabilities

—

95,298

Deferred compensation

236,942

194,223

Invested assets (other than unrealized gains)

—

63,901

Deferred policy acquisition costs

396,868

—

Premium on corporate debt

115,041

—

Net unrealized loss on investments

504,012

—

Other

40,598

—

Valuation allowance

(2,059
)

(2,206
)

1,314,832

351,732

Deferred income tax liabilities:

Premium receivables and policy liabilities

193,390

—

VOBA and other intangibles

666,365

—

DAC and VOBA

—

1,078,533

Invested assets (other than unrealized gains)

1,572,937

—

Net unrealized gains on investments

—

799,123

Other

—

19,554

2,432,692

1,897,210

Net deferred income tax liability

$
(1,117,860
)

$
(1,545,478
)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Successor

Predecessor

Company

Company

February 1, 2015

January 1, 2015

to

to

As of

September 30, 2015

January 31, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Balance, beginning of period

$
137,593

$
193,244

$
105,881

Additions for tax positions of the current year

8,217

(5,010
)
57,463

Additions for tax positions of prior years

1,602

7,724

39,433

Reductions of tax positions of prior years:

Changes in judgment

(1,028
)

(58,365
)
(9,533
)
Settlements during the period

(90,872
)

—

—

Lapses of applicable statute of limitations

—

—

—

Balance, end of period

$
55,512

$
137,593

$
193,244

The revisions to the Company’s unrecognized tax benefits for the period of February 1, 2015 to September 30, 2015 (Successor Company) are shown in the chart above. These revisions included increasing prior determinations of amounts accrued for earlier years as well as reducing some previously accrued amounts. These revisions were primarily related to timing issues. However, revisions were made to certain issues that constituted permanent differences between GAAP income and taxable income. The tax on these permanent differences, excluding interest, caused income tax expense to increase by approximately $4.1 million, $0.2 million, and $3.3 million for the period of February 1, 2015 to

~~September 30, 2015 (Successor Company), the one month ended January 31, 2015 (Predecessor Company), and the year ended December 31, 2014 (Predecessor Company), respectively.~~



	Successor Company						Predecessor Company
	As of June 30, 2016			February 1, 2015 to December 31, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)						(Dollars In Thousands)
Balance, beginning of period	$	13,138		$	137,593		$	193,244
Additions for tax positions of the current year	1,218			2,213			(5,010		)
Additions for tax positions of prior years	—			1,811			7,724
Reductions of tax positions of prior years:
Changes in judgment	—			(16,416		)	(58,365		)
Settlements during the period	(4,911		)	(112,063		)	—
Lapses of applicable statute of limitations	—			—			—
Balance, end of period	$	9,445		$	13,138		$	137,593

In ~~the IRS audit that concluded in~~ 2012, the IRS proposed favorable and unfavorable adjustments to the ~~Company’s~~Company's 2003 through 2007 reported taxable ~~incomes.~~income. The Company protested certain unfavorable adjustments and ~~was seeking~~sought resolution at the ~~IRS’~~IRS' Appeals Division. ~~Subsequent to September 30,~~In October 2015, Appeals accepted the ~~Company’s~~Company's earlier proposed settlement ~~offer that related to its earlier protest.~~offer. In ~~the IRS audit that concluded during the three months ended~~ September ~~30,~~of 2015, the IRS proposed favorable and unfavorable adjustments to the ~~Company’s~~Company's 2008 through 2011 reported taxable income. The Company agreed to these adjustments. The resulting net adjustment to the ~~Company’s~~Company's current income taxes for the ~~year~~years 2003 through 2011 will not materially affect the Company ~~nor~~or its effective tax rate.

The Company is currently under audit by the IRS for the years 2012 and 2013. AsThe audit adjustments received as of ~~September~~June 30, ~~2015, no~~2016 related to the 2012 and 2013 years will not materially ~~adverse adjustments to reported taxable income have been proposed.~~

impact the Company or its effective tax rate. These agreements with the IRS are the primary cause for the reductions of unrecognized tax benefits shown in the chart above.

Table of Contents

The Company believes that it is possible in the next 12 months, approximately ~~$41.7~~$0.5 million of these unrecognized tax benefits will be ~~reduced. Based upon technical guidance~~reduced due to time lapse and ~~ongoing discussions with~~ the ~~IRS,~~closure of the ~~Company anticipates that within the next 12 months it will reach final settlement with the IRS regarding its material uncertain tax positions for the years 2003 through 2013.~~

statute of limitations.

In general, the Company is no longer subject to ~~U.S. federal, state, and local~~ income tax examinations by taxing authorities for tax years that began before ~~2003.~~

2012. Nevertheless, certain of these pre-2012 years have pending U.S. tax refunds. Due to their size, these refunds are being reviewed by Congress' Joint Committee on Taxation. Furthermore, due to the aforementioned IRS adjustments to the Company's pre-2012 taxable income, the Company is amending certain of its 2003 through 2011 state income tax returns. Such amendments will cause such years to remain open, pending the states' acceptances of the returns. At this time, the Company believes that the Joint Committee's review of its U.S. tax refunds and the states' acceptance of its amending returns will be completed this year. The underlying statutes of limitations are expected to close in due course on or before June 30, 2017.

During the six months ended June 30, 2016 (Successor Company), the Company entered into a reinsurance transaction, as discussed in Note 3, Reinsurance and Financing Transactions. This transaction is expected to generate an operating loss on the Company’s consolidated 2016 US income tax return. The Company has evaluated its ability to carry this loss back to receive refunds of previously-paid taxes, plus utilize the remaining loss in future years. The Company expects to receive refunds for substantially all of the US income taxes that it paid in 2014 and 2015, as well as fully utilize the remaining operating loss carryforward during the carryforward period. Based on the Company’s current assessment of future taxable income, including available tax planning opportunities, the Company anticipates that it is more likely than not that it will generate sufficient taxable income to realize all of its material deferred tax assets. The Company did not record a valuation allowance against its material deferred tax assets as of ~~September~~June 30, ~~2015.~~

~~16.~~2016.~~FAIR VALUE OF FINANCIAL INSTRUMENTS~~

The Company ~~determined the fair value~~used its respective estimates of its ~~financial instruments based on~~annual 2016 and 2015 incomes in computing its effective income tax rates for the ~~fair value hierarchy established in FASB guidance referenced in~~three and six months ended June 30, 2016 (Successor Company), the Fair Value Measurements and Disclosures Topic which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company has adopted the provisions from the FASB guidance that is referenced in the Fair Value Measurements and Disclosures Topic for non-financial assets and liabilities (such as property and equipment, goodwill, and other intangible assets) that are required to be measured at fair value on a periodic basis. The effect on the Company’s periodic fair value measurements for non-financial assets and liabilities was not material.

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

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

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

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

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

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

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

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

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

~~The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of September~~months ended June 30, 2015 (Successor Company):

Level 1

Level 2

Level 3

Total

(Dollars In Thousands)

Assets:

Fixed maturity securities - available-for-sale

Residential mortgage-backed securities

$
—

$
1,615,819

$
3

$
1,615,822

Commercial mortgage-backed securities

—

1,277,663

—

1,277,663

Other asset-backed securities

—

207,263

585,751

793,014

U.S. government-related securities

1,102,371

515,101

—

1,617,472

State, municipalities, and political subdivisions

—

1,613,485

—

1,613,485

Other government-related securities

—

18,884

—

18,884

Corporate securities

83

24,881,615

1,048,738

25,930,436

Preferred stock

62,112

—

—

62,112

Total fixed maturity securities - available-for-sale

1,164,566

30,129,830

1,634,492

32,928,888

Fixed maturity securities - trading

Residential mortgage-backed securities

—

288,280

—

288,280

Commercial mortgage-backed securities

—

148,640

—

148,640

Other asset-backed securities

—

121,937

155,153

277,090

U.S. government-related securities

236,425

4,880

—

241,305

State, municipalities, and political subdivisions

—

310,973

—

310,973

Other government-related securities

—

59,527

—

59,527

Corporate securities

—

1,359,582

18,319

1,377,901

Preferred stock

6,925

—

—

6,925

Total fixed maturity securities - trading

243,350

2,293,819

173,472

2,710,641

Total fixed maturity securities

1,407,916

32,423,649

1,807,964

35,639,529

Equity securities

642,921

11,792

69,764

724,477

Other long-term investments(1)

122,120

172,937

95,203

390,260

Short-term investments

229,835

8,823

—

238,658

Total investments

2,402,792

32,617,201

1,972,931

36,992,924

Cash

663,313

—

—

663,313

Other assets

20,376

—

—

20,376

Assets related to separate accounts

Variable annuity

12,646,751

—

—

12,646,751

Variable universal life

792,800

—

—

792,800

Total assets measured at fair value on a recurring basis

$
16,526,032

$
32,617,201

$
1,972,931

$
51,116,164

Liabilities:

Annuity account balances(2)

$
—

$
—

$
95,198

$
95,198

Other liabilities (1)

22,085

2,891

608,360

633,336

Total liabilities measured at fair value on a recurring basis

$
22,085

$
2,891

$
703,558

$
728,534

~~(1)Includes certain freestanding and embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

~~The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 (Predecessor Company):~~

Level 1

Level 2

Level 3

Total

(Dollars In Thousands)

Assets:

Fixed maturity securities - available-for-sale

Residential mortgage-backed securities

$
—

$
1,418,255

$
3

$
1,418,258

Commercial mortgage-backed securities

—

1,177,252

—

1,177,252

Other asset-backed securities

—

275,415

563,961

839,376

U.S. government-related securities

1,165,188

263,707

—

1,428,895

State, municipalities, and political subdivisions

—

1,684,014

3,675

1,687,689

Other government-related securities

—

20,172

—

20,172

Corporate securities

132

26,059,712

1,325,683

27,385,527

Total fixed maturity securities - available-for-sale

1,165,320

30,898,527

1,893,322

33,957,169

Fixed maturity securities - trading

Residential mortgage-backed securities

—

288,114

—

288,114

Commercial mortgage-backed securities

—

151,111

—

151,111

Other asset-backed securities

—

105,118

169,461

274,579

U.S. government-related securities

245,563

4,898

—

250,461

State, municipalities, and political subdivisions

—

325,446

—

325,446

Other government-related securities

—

57,032

—

57,032

Corporate securities

—

1,447,333

24,744

1,472,077

Total fixed maturity securities - trading

245,563

2,379,052

194,205

2,818,820

Total fixed maturity securities

1,410,883

33,277,579

2,087,527

36,775,989

Equity securities

630,910

99,266

73,054

803,230

Other long-term investments (1)

119,997

106,079

67,894

293,970

Short-term investments

244,100

6,545

—

250,645

Total investments

2,405,890

33,489,469

2,228,475

38,123,834

Cash

379,411

—

—

379,411

Other assets

11,669

—

—

11,669

Assets related to separate accounts

Variable annuity

13,157,429

—

—

13,157,429

Variable universal life

834,940

—

—

834,940

Total assets measured at fair value on a recurring basis

$
16,789,339

$
33,489,469

$
2,228,475

$
52,507,283

Liabilities:

Annuity account balances (2)

$
—

$
—

$
97,825

$
97,825

Other liabilities (1)

62,146

3,741

754,852

820,739

Total liabilities measured at fair value on a recurring basis

$
62,146

$
3,741

$
852,677

$
918,564

~~(1)Includes certain freestanding and embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

~~Determination of fair values~~

prices are first sought from third party pricing services, the remaining unpriced securities are submitted to independent brokers for non-binding prices, or lastly, securities are priced using a pricing matrix. Typical inputs used by these three pricing methods include, but are not limited to: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. Third party pricing services price approximately 90% of the Company’s available-for-sale and trading fixed maturity securities. Based on the typical trading volumes and the lack of quoted market prices for available-for-sale and trading fixed maturities, third party pricing services derive the majority of security prices from observable market inputs such as recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information outlined above. If there are no recent reported trades, the third party pricing services and brokers may use matrix or model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Certain securities are priced via independent non-binding broker quotations, which are considered to have no significant unobservable inputs. When using non-binding independent broker quotations, the Company obtains one quote per security, typically from the broker from which we purchased the security. A pricing matrix is used to price securities for which the Company is unable to obtain or effectively rely on either a price from a third party pricing service or an independent broker quotation.

For securities that are priced via non-binding independent broker quotations, the Company assesses whether prices received from independent brokers represent a reasonable estimate of fair value through an analysis using internal and external cash flow models developed based on spreads and, when available, market indices. The Company uses a market-based cash flow analysis to validate the reasonableness of prices received from independent brokers. These analytics, which are updated daily, incorporate various metrics (yield curves, credit spreads, prepayment rates, etc.) to determine the valuation of such holdings. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the analytics, the price received from the independent broker is adjusted accordingly. The Company did not adjust any quotes or prices received from brokers during, the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and the period of January 1, 2015 to January 31, 2015 (Predecessor Company).

The ~~Company has analyzed~~effective tax rates for the ~~third party pricing services’ valuation methodologies~~three and ~~related inputs and has also evaluated~~six months ended June 30, 2016 (Successor Company), the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs that is in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. Based on this evaluation and investment class analysis, each price was classified into Level 1, 2, or 3. Most prices provided by third party pricing services are classified into Level 2 because the significant inputs used in pricing the securities are market observable and the observable inputs are corroborated by the Company. Since the matrix pricing of certain debt securities includes significant non-observable inputs, they are classified as Level 3.

~~Asset-Backed Securities~~

This category mainly consists of residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”). As of Septemberthree months June 30, 2015 (Successor Company), the Company held $3.7 billion of ABS classified as Level 2. These securities are priced from information provided by a third party pricing service and independent broker quotes. The third party pricing services and brokers mainly value securities using both a market and income approach to valuation. As part of this valuation process they consider the following characteristics of the item being measured to be relevant inputs: 1) weighted-average coupon rate, 2) weighted-average years to maturity, 3) types of underlying assets, 4) weighted-average coupon rate of the underlying assets, 5) weighted-average years to maturity of the underlying assets, 6) seniority level of the tranches owned, and 7) credit ratings of the securities.

market observable inputs such as, but not limited to: 1) monthly principal and interest payments on the underlying assets, 2) average life of the security, 3) prepayment speeds, 4) credit spreads, 5) treasury and swap yield curves, and 6) discount margin. The Company reviews the methodologies and valuation techniques (including the ability to observe inputs) in assessing the information received from external pricing services and in consideration of the fair value presentation.

As of September 30, 2015 (Successor Company), the Company held $740.9 million of Level 3 ABS, which included $585.8 million of other asset-backed securities classified as available-for-sale and $155.1 million of other asset-backed securities classified as trading. These securities are predominantly ARS whose underlying collateral is at least 97% guaranteed by the FFELP. As a result of the ARS market collapse during 2008, the Company prices its ARS using an income approach valuation model. As part of the valuation process the Company reviews the following characteristics of the ARS in determining the relevant inputs: 1) weighted-average coupon rate, 2) weighted-average years to maturity, 3) types of underlying assets, 4) weighted-average coupon rate of the underlying assets, 5) weighted-average years to maturity of the underlying assets, 6) seniority level of the tranches owned, 7) credit ratings of the securities, 8) liquidity premium, and 9) paydown rate.

~~Corporate Securities, U.S. Government-Related Securities, States, Municipals, and Political Subdivisions, and Other Government Related Securities~~

As of September 30, 2015 (Successor Company), the Company classified approximately $28.8 billion of corporate securities, U.S. government-related securities, states, municipals, and political subdivisions, and other government-related securities as Level 2. The fair value of the Level 2 securities is predominantly priced by broker quotes and a third party pricing service. The Company has reviewed the valuation techniques of the brokers and third party pricing service and has determined that such techniques used Level 2 market observable inputs. The following characteristics of the securities are considered to be the primary relevant inputs to the valuation: 1) weighted- average coupon rate, 2) weighted-average years to maturity, 3) seniority, and 4) credit ratings. The Company reviews the methodologies and valuation techniques (including the ability to observe inputs) in assessing the information received from external pricing services and in consideration of the fair value presentation.

As of September 30, 2015 (Successor Company), the Company classified approximately $1.1 billion of securities as Level 3 valuations. Level 3 securities primarily represent investments in illiquid bonds for which no price is readily available. To determine a price, the Company uses a discounted cash flow model with both observable and unobservable inputs. These inputs are entered into an industry standard pricing model to determine the final price of the security. These inputs include: 1) principal and interest payments, 2) coupon rate, 3) sector and issuer level spread over treasury, 4) underlying collateral, 5) credit ratings, 6) maturity, 7) embedded options, 8) recent new issuance, 9) comparative bond analysis, and 10) an illiquidity premium.

~~Equities~~

As of September 30, 2015 (Successor Company), the Company held approximately $81.6 million of equity securities classified as Level 2 and Level 3. Of this total, $65.7 million represents Federal Home Loan Bank (“FHLB”) stock. The Company believes that the cost of the FHLB stock approximates fair value. The remainder of these equity securities is primarily investments in preferred stock.

~~Other Long-Term Investments and Other Liabilities~~

~~Other long-term investments and other liabilities consist entirely of free-standing and embedded derivative financial instruments. Refer to Note 17,~~ ~~Derivative Financial Instruments~~ for additional information related to derivatives. Derivative financial instruments are valued using exchange prices, independent broker quotations, or pricing valuation models, which utilize market data inputs. Excluding embedded derivatives, as of September 30, 2015 (Successor Company), 100% of derivatives based upon notional values were priced using exchange prices or independent broker quotations. The remaining derivatives were priced by pricing valuation models, which predominantly utilize observable market data inputs. Inputs used to value derivatives include, but are not limited to, interest swap rates, credit spreads, interest rate and equity market volatility indices, equity index levels, and treasury rates. The Company performs monthly analysis on derivative valuations that includes both quantitative and qualitative analyses.

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

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

The embedded derivatives are carried at fair value in “other long-term investments” and “other liabilities” on the Company’s consolidated condensed balance sheet. The changes in fair value are recorded in earnings as “Realized investment gains (losses)—Derivative financial instruments”. Refer to Note 17, ~~Derivative Financial Instruments~~ ~~for more information related to each embedded derivatives gains and losses.~~

The fair value of the GMWB embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using multiple risk neutral stochastic equity scenarios and policyholder behavior assumptions. The risk neutral scenarios are generated using the current swap curve and projected equity volatilities and correlations. The projected equity volatilities are based on a blend of historical volatility and near- term equity market implied volatilities. The equity correlations are based on historical price observations. For policyholder behavior assumptions, expected lapse and utilization assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the National Association of Insurance Commissioners 1994 Variable Annuity MGDB Mortality Table for company experience, with attained age factors varying from 44.5% - 100%. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR plus a credit spread (to represent the Company’s non-performance risk). As a result of using significant unobservable inputs, the GMWB embedded derivative is categorized as Level 3. These assumptions are reviewed on a quarterly basis.

The balance of the FIA embedded derivative is impacted by policyholder cash flows associated with the FIA product that are allocated to the embedded derivative in addition to changes in the fair value of the embedded derivative during the reporting period. The fair value of the FIA embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using current index values and volatility, the hedge budget used to price the product, and policyholder assumptions (both elective and non-elective). For policyholder behavior assumptions, expected lapse and withdrawal assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the 1994 Variable Annuity MGDB mortality table modified for company experience, with attained age factors varying from 49% - 80%. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR up to one year and constant maturity

treasury rates plus a credit spread (to represent the Company’s non-performance risk) thereafter. Policyholder assumptions are reviewed on an annual basis. As a result of using significant unobservable inputs, the FIA embedded derivative is categorized as Level 3.

The balance of the indexed universal life (“IUL”) embedded derivative is impacted by policyholder cash flows associated with the IUL product that are allocated to the embedded derivative in addition to changes in the fair value of the embedded derivative during the reporting period. The fair value of the IUL embedded derivative is derived through the income method of valuation using a valuation model that projects future cash flows using current index values and volatility, the hedge budget used to price the product, and policyholder assumptions (both elective and non-elective). For policyholder behavior assumptions, expected lapse and withdrawal assumptions are used and updated for actual experience, as necessary. The Company assumes age-based mortality from the SOA 2015 VBT Primary Tables modified for company experience, with attained age factors varying from 38% - 153%. The present value of the cash flows is determined using the discount rate curve, which is based upon LIBOR up to one year and constant maturity treasury rates plus a credit spread (to represent the Company’s non-performance risk) thereafter. Policyholder assumptions are reviewed on an annual basis. As a result of using significant unobservable inputs, the IUL embedded derivative is categorized as Level 3.

The Company has assumed and ceded certain blocks of policies under modified coinsurance agreements in which the investment results of the underlying portfolios inure directly to the reinsurers. As a result, these agreements contain embedded derivatives that are reported at fair value. Changes in their fair value are reported in earnings. The investments supporting these agreements are designated as “trading securities”; therefore changes in their fair value are also reported in earnings. As of September 30, 2015 (Successor Company), the fair value of the embedded derivative is based upon the relationship between the statutory policy liabilities (net of policy loans) of $2.5 billion and the statutory unrealized gain (loss) of the securities of $227.9 million. As a result, changes in the fair value of the embedded derivatives are largely offset by the changes in fair value of the related investments and each are reported in earnings. The fair value of the embedded derivative is considered a Level 3 valuation due to the unobservable nature of the policy liabilities.

~~Annuity Account Balances~~

The discount rate for the fixed indexed annuities is based on an upward sloping rate curve which is updated each quarter. The discount rates for September 30, 2015 (Successor Company), ranged from a one month rate of 0.40%, a 5 year rate of 2.19%, and a 30 year rate of 3.69%. A credit spread component is also included in the calculation to accommodate non-performance risk.

~~Separate Accounts~~

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

~~Valuation of Level 3 Financial Instruments~~

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

Successor

Company

Fair Value

As of

Valuation

Unobservable

Range

September 30, 2015

Technique

Input

(Weighted Average)

(Dollars In Thousands)

Assets:

Other asset-backed securities

$
585,751

Discounted cash flow

Liquidity premium

0.43% - 1.49% (0.70%)

Paydown rate

9.85% - 15.41% (13.17%)
Corporate securities

1,022,464

Discounted cash flow

Spread over

0.74% - 12.18% (2.45%)

Treasury

Liabilities:

Embedded derivatives - GMWB(1)

$
193,709

Actuarial cash flow model

Mortality

1994 MGDB table with

company experience

Lapse

0.3% - 15%, depending on

product/duration/funded

status of guarantee

Utilization

99%. 10% of policies have a

one-time over-utilization of

400%

Nonperformance risk

0.21% - 1.17%
Annuity account balances(2)

95,198

Actuarial cash flow model

Asset earned rate

4.53% - 5.67%

Expenses

$81 per policy

Withdrawal rate

2.20%

Mortality

1994 MGDB table with

company experience

Lapse

2.2% - 33.0%, depending

on duration/surrender

charge period

Return on assets

1.50% - 1.85% depending on

duration/surrender

charge period

Nonperformance risk

0.21% - 1.17%
Embedded derivative - FIA

76,709

Actuarial cash flow model

Expenses

$81.50 per policy

Withdrawal rate

1.1% - 4.5% depending on

duration and tax qualification

Mortality

1994 MGDB table with

company experience

Lapse

2.5% - 40.0%, depending

on duration/surrender

charge period

Nonperformance risk

0.21% - 1.17%
Embedded derivative - IUL

21,711

Actuarial cash flow model

Mortality

38% — 153% of 2015

VBT Primary Tables

Lapse

0.5% - 10.0%, depending on

duration/distribution channel

and smoking class

Nonperformance risk

0.21% - 1.17%

~~(1)The fair value for the GMWB embedded derivative is presented as a net liability for the purposes of this chart. Excludes modified coinsurance arrangements.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

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

The Company has considered all reasonably available quantitative inputs as of September 30, 2015 (Successor Company), but the valuation techniques and inputs used by some brokers in pricing certain financial instruments are not shared with the Company. This resulted in $202.8 million of financial instruments being classified as Level 3 as of

~~September 30, 2015 (Successor Company). Of the $202.8 million, $155.1 million are other asset-backed securities, $44.6 million are corporate securities, and $3.1 million are equity securities.~~

In certain cases the Company has determined that book value materially approximates fair value. As of September 30, 2015 (Successor Company), the Company held $66.7 million of financial instruments where book value approximates fair value which was predominantly FHLB stock.

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

Predecessor

Company

Fair Value

As of

Valuation

Unobservable

Range

December 31, 2014

Technique

Input

(Weighted Average)

(Dollars In Thousands)

Assets:

Other asset-backed securities

$
563,752

Discounted cash flow

Liquidity premium

0.39% - 1.49% (0.69%)

Paydown rate

9.70% - 15.80% (12.08%)
Corporate securities

1,282,864

Discounted cash flow

Spread over

0.33% - 7.50% (2.19%)

treasury

Liabilities:

Embedded derivatives - GMWB(1)

$
245,090

Actuarial cash flow model

Mortality

44.5% to 100% of 1994

MGDB table

Lapse

0.25% - 17%, depending on

product/duration/funded

status of guarantee

Utilization

97% - 101%

Nonperformance risk

0.12% - 0.96%
Annuity account balances(2)

97,825

Actuarial cash flow model

Asset earned rate

3.86% - 5.92%

Expenses

$88 - $102 per policy

Withdrawal rate

2.20%

Mortality

49% to 80% of 1994

MGDB table

Lapse

2.2% - 33.0%, depending

on duration/surrender

charge period

Return on assets

1.50% - 1.85% depending on

surrender charge period

Nonperformance risk

0.12% - 0.96%
Embedded derivative - FIA

124,465

Actuarial cash flow model

Expenses

$83 - $97 per policy

Withdrawal rate

1.1% - 4.5% depending on

duration and tax qualification

Mortality

49% to 80% of 1994

MGDB table

Lapse

2.5% - 40.0%, depending

on duration/surrender

charge period

Nonperformance risk

0.12% - 0.96%
Embedded derivative - IUL

6,691

Actuarial cash flow model

Mortality

37% - 74% of 2008

VBT Primary Tables

Lapse

0.5% - 10.0%, depending

on duration/distribution

channel and smoking class

Nonperformance risk

0.12% - 0.96%

~~(1)The fair value for the GMWB embedded derivative is presented as a net liability for the purposes of this chart. Excludes modified coinsurance arrangements.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

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

The Company has considered all reasonably available quantitative inputs as of December 31, 2014 (Predecessor Company), but the valuation techniques and inputs used by some brokers in pricing certain financial instruments are not shared with the Company. This resulted in $240.3 million of financial instruments being classified as Level 3 as of December 31, 2014 (Predecessor Company). Of the $240.3 million, $169.7 million are other asset-backed securities, $67.6 million are corporate securities, and $3.0 million are equity securities.

In certain cases the Company has determined that book value materially approximates fair value. As of December 31, 2014 (Predecessor Company), the Company held $73.7 million of financial instruments where book value approximates fair value. Of the $73.7 million, $70.0 million represents equity securities, which are predominantly FHLB stock, and $3.7 million of other fixed maturity securities.

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the three months ended September 30, 2015 (Successor Company), for which the Company has used significant unobservable inputs (Level 3):

Total

Gains (losses)

Total

Total

included in

Realized and Unrealized

Realized and Unrealized

Earnings

Gains

Losses

related to

Included in

Included in

Instruments

Other

Other

Transfers

still held at

Beginning

Included in

Comprehensive

Included in

Comprehensive

in/out of

Ending

the Reporting

Balance

Earnings

Income

Earnings

Income

Purchases

Sales

Issuances

Settlements

Level 3

Other

Balance

Date

(Dollars In Thousands)

Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities

$
3

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
3

$
—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

590,885

—

—

—

(4,185
)
—

—

—

—

—

(949
)
585,751

—

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals, and political subdivisions

—

—

—

—

—

—

—

—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

1,111,431

76

5,939

(164
)
(8,800
)
62,183

(101,161
)
—

—

(20,037
)
(729
)
1,048,738

—

Total fixed maturity securities - available-for-sale

1,702,319

76

5,939

(164
)
(12,985
)
62,183

(101,161
)
—

—

(20,037
)
(1,678
)
1,634,492

—

Fixed maturity securities - trading

Residential mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

160,594

83

—

(1,640
)
—

2,000

(6,001
)
—

—

—

117

155,153

(1,500
)
U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals and political subdivisions

—

—

—

—

—

—

—

—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

19,316

73

—

(970
)
—

—

(56
)
—

—

—

(44
)
18,319

(897
)
Total fixed maturity securities - trading

179,910

156

—

(2,610
)
—

2,000

(6,057
)
—

—

—

73

173,472

(2,397
)
Total fixed maturity securities

1,882,229

232

5,939

(2,774
)
(12,985
)
64,183

(107,218
)
—

—

(20,037
)
(1,605
)
1,807,964

(2,397
)
Equity securities

69,720

—

44

—

—

—

—

—

—

—

—

69,764

—

Other long-term investments(1)

169,596

—

—

(74,393
)
—

—

—

—

—

—

—

95,203

(74,393
)
Short-term investments

—

—

—

—

—

—

—

—

—

—

—

—

—

Total investments

2,121,545

232

5,983

(77,167
)
(12,985
)
64,183

(107,218
)
—

—

(20,037
)
(1,605
)
1,972,931

(76,790
)
Total assets measured at fair value on a recurring basis

$
2,121,545

$
232

$
5,983

$
(77,167
)
$
(12,985
)
$
64,183

$
(107,218
)
$
—

$
—

$
(20,037
)
$
(1,605
)
$
1,972,931

$
(76,790
)

Liabilities:

Annuity account balances(2)

$
95,178

$
—

$
—

$
(3,173
)
$
—

$
—

$
—

$
93

$
3,246

$
—

$
—

$
95,198

$
—

Other liabilities(1)

427,765

17,329

—

(197,924
)
—

—

—

—

—

—

—

608,360

(180,595
)
Total liabilities measured at fair value on a recurring basis

$
522,943

$
17,329

$
—

$
(201,097
)
$
—

$
—

$
—

$
93

$
3,246

$
—

$
—

$
703,558

$
(180,595
)

~~(1)Represents certain freestanding and embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

~~For the three months ended September 30, 2015 (Successor Company), there were no transfers of securities into Level 3.~~

For the three months ended September 30, 2015 (Successor Company), $20.0 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of September 30, 2015 (Successor Company).

~~For the three months ended September 30, 2015 (Successor Company), there were no transfers of securities from Level 2 to Level 1.~~

~~For the three months ended September 30, 2015 (Successor Company), there were no transfers of securities from Level 1.~~

~~The following table presents a reconciliation of the beginning and ending balances for fair value measurements for~~ the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), ~~for which the Company has used significant unobservable inputs (Level 3):~~

Total

Gains (losses)

Total

Total

included in

Realized and Unrealized

Realized and Unrealized

Earnings

Gains

Losses

related to

Included in

Included in

Instruments

Other

Other

Transfers

still held at

Beginning

Included in

Comprehensive

Included in

Comprehensive

in/out of

Ending

the Reporting

Balance

Earnings

Income

Earnings

Income

Purchases

Sales

Issuances

Settlements

Level 3

Other

Balance

Date

(Dollars In Thousands)

Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities

$
3

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
3

$
—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

603,646

—

165

(92
)
(17,076
)
—

(127
)
—

—

—

(765
)
585,751

—

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals, and political subdivisions

3,675

—

—

—

—

—

(3,675
)
—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

1,307,259

4,367

21,558

(851
)
(33,047
)
174,112

(356,096
)
—

—

(61,890
)
(6,674
)
1,048,738

—

Total fixed maturity securities - available-for-sale

1,914,583

4,367

21,723

(943
)
(50,123
)
174,112

(359,898
)
—

—

(61,890
)
(7,439
)
1,634,492

—

Fixed maturity securities - trading

Residential mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

169,473

4,032

—

(6,813
)
—

2,000

(13,877
)
—

—

—

338

155,153

(6,896
)
U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals and political subdivisions

—

—

—

—

—

—

—

—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

25,130

247

—

(1,269
)
—

—

(5,640
)
—

—

—

(149
)
18,319

(1,546
)
Total fixed maturity securities - trading

194,603

4,279

—

(8,082
)
—

2,000

(19,517
)
—

—

—

189

173,472

(8,442
)
Total fixed maturity securities

2,109,186

8,646

21,723

(9,025
)
(50,123
)
176,112

(379,415
)
—

—

(61,890
)
(7,250
)
1,807,964

(8,442
)
Equity securities

73,044

—

44

—

—

—

(231
)
—

—

—

(3,093
)
69,764

—

Other long-term investments(1)

93,274

76,342

—

(74,413
)
—

—

—

—

—

—

—

95,203

1,929

Short-term investments

—

—

—

—

—

—

—

—

—

—

—

—

—

Total investments

2,275,504

84,988

21,767

(83,438
)
(50,123
)
176,112

(379,646
)
—

—

(61,890
)
(10,343
)
1,972,931

(6,513
)
Total assets measured at fair value on a recurring basis

$
2,275,504

$
84,988

$
21,767

$
(83,438
)
$
(50,123
)
$
176,112

$
(379,646
)
$
—

$
—

$
(61,890
)
$
(10,343
)
$
1,972,931

$
(6,513
)

Liabilities:

Annuity account balances(2)

$
98,279

$
—

$
—

$
(4,716
)
$
—

$
—

$
—

$
179

$
7,976

$
—

$
—

$
95,198

$
—

Other liabilities(1)

742,130

376,140

—

(242,370
)
—

—

—

—

—

—

—

608,360

133,770

Total liabilities measured at fair value on a recurring basis

$
840,409

$
376,140

$
—

$
(247,086
)
$
—

$
—

$
—

$
179

$
7,976

$
—

$
—

$
703,558

$
133,770

~~(1)Represents certain freestanding~~ and ~~embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

~~For the period of February 1, 2015 to September 30, 2015 (Successor Company), there were no transfers of securities into Level 3.~~

For the period of February 1, 2015 to September 30, 2015 (Successor Company), $61.9 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were priced internally using significant unobservable inputs where market observable inputs were not available in previous periods but were priced by independent pricing services or brokers as of September 30, 2015 (Successor Company).

~~For the period of February 1, 2015 to September 30, 2015 (Successor Company), $90.4 million of securities were transferred from Level 2 to Level 1.~~

~~For the period of February 1, 2015 to September 30, 2015 (Successor Company), there were no transfers from Level 1.~~

Total

Gains (losses)

Total

Total

included in

Realized and Unrealized

Realized and Unrealized

Earnings

Gains

Losses

related to

Included in

Included in

Instruments

Other

Other

Transfers

still held at

Beginning

Included in

Comprehensive

Included in

Comprehensive

in/out of

Ending

the Reporting

Balance

Earnings

Income

Earnings

Income

Purchases

Sales

Issuances

Settlements

Level 3

Other

Balance

Date

(Dollars In Thousands)

Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities

$
3

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
3

$
—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

563,961

—

—

—

(3,867
)
—

(32
)
—

—

43,205

379

603,646

—

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals, and political subdivisions

3,675

—

—

—

—

—

—

—

—

—

—

3,675

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

1,325,683

—

12,282

—

(23,029
)
—

(7,062
)
—

—

—

(615
)
1,307,259

—

Total fixed maturity securities - available-for-sale

1,893,322

—

12,282

—

(26,896
)
—

(7,094
)
—

—

43,205

(236
)
1,914,583

—

Fixed maturity securities - trading

Residential mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

169,461

586

—

(139
)
—

—

(472
)
—

—

—

37

169,473

447

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals and political subdivisions

—

—

—

—

—

—

—

—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

24,744

602

—

(196
)
—

—

(20
)
—

—

—

—

25,130

406

Total fixed maturity securities - trading

194,205

1,188

—

(335
)
—

—

(492
)
—

—

—

37

194,603

853

Total fixed maturity securities

2,087,527

1,188

12,282

(335
)
(26,896
)
—

(7,586
)
—

—

43,205

(199
)
2,109,186

853

Equity securities

73,054

—

—

—

(10
)
—

—

—

—

—

—

73,044

—

Other long-term investments(1)

67,894

753

—

(25,902
)
—

—

—

—

—

—

—

42,745

(25,149
)
Short-term investments

—

—

—

—

—

—

—

—

—

—

—

—

—

Total investments

2,228,475

1,941

12,282

(26,237
)
(26,906
)
—

(7,586
)
—

—

43,205

(199
)
2,224,975

(24,296
)
Total assets measured at fair value on a recurring basis

$
2,228,475

$
1,941

$
12,282

$
(26,237
)
$
(26,906
)
$
—

$
(7,586
)
$
—

$
—

$
43,205

$
(199
)
$
2,224,975

$
(24,296
)

Liabilities:

Annuity account balances(2)

$
97,825

$
—

$
—

$
(536
)
$
—

$
—

$
—

$
7

$
419

$
—

$
—

$
97,949

$
—

Other liabilities(1)

754,852

61

—

(253,773
)
—

—

—

—

—

—

—

1,008,564

(253,712
)
Total liabilities measured at fair value on a recurring basis

$
852,677

$
61

$
—

$
(254,309
)
$
—

$
—

$
—

$
7

$
419

$
—

$
—

$
1,106,513

$
(253,712
)

~~(1)Represents certain freestanding and embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

~~For~~ the period of January 1, 2015 to January 31, 2015 (Predecessor Company) were 33.5%, $43.2 million of securities were transferred into Level 3. This amount was transferred from Level 2. These transfers resulted from securities that were priced by independent pricing services or brokers in previous periods, using no significant unobservable inputs, but were priced internally using significant unobservable inputs where market observable inputs were no longer available as of January 31, 2015 (Predecessor Company). All transfers are recognized as of the end of the period.

~~For~~33.2%, 34.1%, 33.2%, and (27.7)%, respectively. The recorded tax benefit for the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, there were no transfers from Level 3 to Level 2.~~

~~For~~ included the ~~period of January 1, 2015 to January 31, 2015 (Predecessor Company), there were no transfers from Level 2 to Level 1 and there were no transfers out of Level 1.~~

~~The following table presents a reconciliation~~benefit associated with the re-measurement of the beginning and ending balances for fair value measurements for the three months ended September 30, 2014 (Predecessor Company), for which the Company has used significant unobservable inputs (Level 3):

Total

Gains (losses)

Total

Total

included in

Realized and Unrealized

Realized and Unrealized

Earnings

Gains

Losses

related to

Included in

Included in

Instruments

Other

Other

Transfers

still held at

Beginning

Included in

Comprehensive

Included in

Comprehensive

in/out of

Ending

the Reporting

Balance

Earnings

Income

Earnings

Income

Purchases

Sales

Issuances

Settlements

Level 3

Other

Balance

Date

(Dollars In Thousands)

Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities

$
10

$
—

$
—

$
—

$
(1
)
$
—

$
(5
)
$
—

$
—

$
—

$
1

$
5

$
—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

568,097

—

2,161

(71
)
(4,299
)
—

(140
)
—

—

—

(380
)
565,368

—

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals, and political subdivisions

3,675

—

—

—

—

—

—

—

—

—

—

3,675

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

1,524,297

201

8,435

—

(9,452
)
11,797

(59,352
)
—

—

(96,565
)
(1,555
)
1,377,806

—

Total fixed maturity securities - available-for-sale

2,096,079

201

10,596

(71
)
(13,752
)
11,797

(59,497
)
—

—

(96,565
)
(1,934
)
1,946,854

—

Fixed maturity securities - trading

Residential mortgage-backed securities

842

11

—

—

—

—

—

—

—

(853
)
—

—

—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

176,386

1,834

—

(837
)
—

—

(7,137
)
—

—

—

430

170,676

1,287

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals and political subdivisions

—

—

—

—

—

—

—

—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

31,520

182

—

(676
)
—

—

(5,583
)
—

—

(2,518
)
252

23,177

234

Total fixed maturity securities - trading

208,748

2,027

—

(1,513
)
—

—

(12,720
)
—

—

(3,371
)
682

193,853

1,521

Total fixed maturity securities

2,304,827

2,228

10,596

(1,584
)
(13,752
)
11,797

(72,217
)
—

—

(99,936
)
(1,252
)
2,140,707

1,521

Equity securities

81,784

1,298

2,461

—

(91
)
(1,742
)
—

—

—

(10,651
)
(1
)
73,058

—

Other long-term investments(1)

123,301

233

—

(18,117
)
—

—

—

—

—

—

—

105,417

(17,884
)
Short-term investments

—

—

—

—

—

—

—

—

—

—

—

—

—

Total investments

2,509,912

3,759

13,057

(19,701
)
(13,843
)
10,055

(72,217
)
—

—

(110,587
)
(1,253
)
2,319,182

(16,363
)
Total assets measured at fair value on a recurring basis

$
2,509,912

$
3,759

$
13,057

$
(19,701
)
$
(13,843
)
$
10,055

$
(72,217
)
$
—

$
—

$
(110,587
)
$
(1,253
)
$
2,319,182

$
(16,363
)

Liabilities:

Annuity account balances(2)

$
102,456

$
862

$
—

$
—

$
—

$
—

$
—

$
125

$
3,590

$
—

$
—

$
98,129

$
—

Other liabilities(1)

484,747

22,317

—

(71,316
)
—

—

—

—

—

—

—

533,746

(48,999
)
Total liabilities measured at fair value on a recurring basis

$
587,203

$
23,179

$
—

$
(71,316
)
$
—

$
—

$
—

$
125

$
3,590

$
—

$
—

$
631,875

$
(48,999
)

unrecognized tax benefits discussed above.

~~(1)Represents certain freestanding and embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

~~For the three months ended September 30, 2014 (Predecessor Company), there were no transfers into Level 3.~~

For the three months ended September 30, 2014 (Predecessor Company), there were $110.6 million of securities transferred out of Level 3. This amount was transferred to Level 2. These transfers resulted from securities that were previously priced internally using significant unobservable inputs, now being priced by independent pricing services or brokers.

~~For the three months ended September 30, 2014 (Predecessor Company), there were no transfers from Level 2 to Level 1.~~

~~For the three months ended September 30, 2014 (Predecessor Company), there were no transfers from Level 1.~~

The following table presents a reconciliation of the beginning and ending balances for fair value measurements for the nine months ended September 30, 2014 (Predecessor Company), for which the Company has used significant unobservable inputs (Level 3):

Total

Gains (losses)

Total

Total

included in

Realized and Unrealized

Realized and Unrealized

Earnings

Gains

Losses

related to

Included in

Included in

Instruments

Other

Other

Transfers

still held at

Beginning

Included in

Comprehensive

Included in

Comprehensive

in/out of

Ending

the Reporting

Balance

Earnings

Income

Earnings

Income

Purchases

Sales

Issuances

Settlements

Level 3

Other

Balance

Date

(Dollars In Thousands)

Assets:

Fixed maturity securities available-for-sale

Residential mortgage-backed securities

$
28

$
—

$
—

$
—

$
(1
)
$
—

$
(23
)
$
—

$
—

$
—

$
1

$
5

$
—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

545,808

—

36,227

(71
)
(5,532
)
—

(9,934
)
—

—

—

(1,130
)
565,368

—

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals, and political subdivisions

3,675

—

—

—

—

—

—

—

—

—

—

3,675

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

1,549,940

1,170

62,723

—

(16,717
)
102,029

(162,391
)
—

—

(151,858
)
(7,090
)
1,377,806

—

Total fixed maturity securities - available-for-sale

2,099,451

1,170

98,950

(71
)
(22,250
)
102,029

(172,348
)
—

—

(151,858
)
(8,219
)
1,946,854

—

Fixed maturity securities - trading

Residential mortgage-backed securities

—

11

—

—

—

842

—

—

—

(853
)
—

—

—

Commercial mortgage-backed securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Other asset-backed securities

194,977

8,685

—

(3,951
)
—

—

(29,832
)
—

—

—

797

170,676

1,959

U.S. government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

States, municipals and political subdivisions

—

—

—

—

—

—

—

—

—

—

—

—

—

Other government-related securities

—

—

—

—

—

—

—

—

—

—

—

—

—

Corporate securities

29,199

1,060

—

(729
)
—

4,059

(10,693
)
—

—

4

277

23,177

(1
)
Total fixed maturity securities - trading

224,176

9,756

—

(4,680
)
—

4,901

(40,525
)
—

—

(849
)
1,074

193,853

1,958

Total fixed maturity securities

2,323,627

10,926

98,950

(4,751
)
(22,250
)
106,930

(212,873
)
—

—

(152,707
)
(7,145
)
2,140,707

1,958

Equity securities

71,881

1,298

3,653

—

(257
)
9,551

(2,416
)
—

—

(10,651
)
(1
)
73,058

—

Other long-term investments(1)

196,133

478

—

(91,194
)
—

—

—

—

—

—

—

105,417

(90,716
)
Short-term investments

—

—

—

—

—

—

—

—

—

—

—

—

—

Total investments

2,591,641

12,702

102,603

(95,945
)
(22,507
)
116,481

(215,289
)
—

—

(163,358
)
(7,146
)
2,319,182

(88,758
)
Total assets measured at fair value on a recurring basis

$
2,591,641

$
12,702

$
102,603

$
(95,945
)
$
(22,507
)
$
116,481

$
(215,289
)
$
—

$
—

$
(163,358
)
$
(7,146
)
$
2,319,182

$
(88,758
)

Liabilities:

Annuity account balances(2)

$
107,000

$
—

$
—

$
(2,261
)
$
—

$
—

$
—

$
300

$
11,432

$
—

$
—

$
98,129

$
—

Other liabilities(1)

270,630

22,342

—

(285,458
)
—

—

—

—

—

—

—

533,746

(263,116
)
Total liabilities measured at fair value on a recurring basis

$
377,630

$
22,342

$
—

$
(287,719
)
$
—

$
—

$
—

$
300

$
11,432

$
—

$
—

$
631,875

$
(263,116
)

~~(1)Represents certain freestanding and embedded derivatives.~~

~~(2)Represents liabilities related to fixed indexed annuities.~~

For the nine months ended September 30, 2014 (Predecessor Company), $31.0 million of securities were transferred into Level 3. This amount was transferred from Level 2. These transfers resulted from securities that were priced by independent pricing services or brokers in previous periods, using no significant unobservable inputs, but were priced internally using significant unobservable inputs where market observable inputs were no longer available as of September 30, 2014 (Predecessor Company). All transfers are recognized as of the end of the period.

For the nine months ended September 30, 2014 (Predecessor Company), $194.4 million of securities were transferred into Level 2. This amount was transferred from Level 3. These transfers resulted from securities that were previously priced internally using significant unobservable inputs, now being priced by independent pricing services or brokers.

~~For the nine months ended September 30, 2014 (Predecessor Company), there were no transfers from Level 2 to Level 1.~~

~~For the nine months ended September 30, 2014 (Predecessor Company), there were no transfers out of Level 1.~~

~~Estimated Fair Value of Financial Instruments~~

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

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

Fair Value

Carrying

Carrying

Level

Amounts

Fair Values

Amounts

Fair Values

(Dollars In Thousands)

(Dollars In Thousands)

Assets:

Mortgage loans on real estate

3

$
5,728,237

$
5,590,446

$
5,133,780

$
5,524,059

Policy loans

3

1,706,402

1,706,402

1,758,237

1,758,237

Fixed maturities, held-to-maturity(1)

3

579,329

518,363

435,000

458,422

Liabilities:

Stable value product account balances

3

$
1,914,093

$
1,903,615

$
1,959,488

$
1,973,624

Annuity account balances

3

10,754,799

10,321,313

10,950,729

10,491,775

Debt:

Bank borrowings

3

$
495,000

$
495,000

$
450,000

$
450,000

Senior Notes

2

1,110,796

1,035,041

850,000

1,100,380

Subordinated debt securities

2

450,603

452,835

540,593

552,098

Non-recourse funding obligations(2)

3

670,994

615,816

582,404

578,212

~~Except as noted below, fair values were estimated using quoted market prices.~~

~~(1)~~ ~~Security purchased from unconsolidated subsidiary, Red Mountain LLC.~~

~~(2)~~ Of this carrying amount, $485.0 million, fair value of $496.7 million, as of September 30, 2015 (Successor Company) and $435.0 million, fair value of $461.4 million, as of December 31, 2014 (Predecessor Company), relates to non-recourse funding obligations issued by Golden Gate V.

~~Fair Value Measurements~~

~~Mortgage loans on real estate~~

~~Policy loans~~

~~Fixed maturities, held-to-maturity~~

~~Stable value product and Annuity account balances~~

~~Debt~~

~~Bank borrowings~~

~~Non-recourse funding obligations~~

~~17.~~~~DERIVATIVE FINANCIAL INSTRUMENTS~~

~~Types of Derivative Instruments and Derivative Strategies~~

of risk that may be undertaken. The Company monitors its use of derivatives in connection with its overall asset/liability management programs and risk management strategies. In addition, all derivative programs are monitored by our risk management department.

~~Derivatives Related to Interest Rate Risk Management~~

~~Derivatives Related to Risk Mitigation of Certain Annuity Contracts~~

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

· ~~Foreign Currency Futures~~

· ~~Variance Swaps~~

· ~~Interest Rate Futures~~

· ~~Equity Options~~

· ~~Equity Futures~~

· ~~Credit Derivatives~~

· ~~Interest Rate Swaps~~

· ~~Interest Rate Swaptions~~

· ~~Volatility Futures~~

· ~~Volatility Options~~

· ~~Total Return Swaps~~

~~Accounting for Derivative Instruments~~

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

~~Derivative Instruments Designated and Qualifying as Hedging Instruments~~

~~Cash-Flow Hedges~~

· In connection with the issuance of inflation-adjusted funding agreements, the Company has entered into swaps to essentially convert the floating CPI-linked interest rate on these agreements to a fixed rate. The Company pays a fixed rate on the swap and receives a floating rate primarily determined by

the period’s change in the CPI. The amounts that are received on the swaps are almost equal to the amounts that are paid on the agreements. None of these positions were held as of September 30, 2015 (Successor Company), as these funding agreements and correlating swaps matured in June of 2015.

~~Derivative Instruments Not Designated and Not Qualifying as Hedging Instruments~~

~~Derivatives Related to Variable Annuity Contracts~~

· The Company uses equity, interest rate, currency, and volatility futures to mitigate the risk related to certain guaranteed minimum benefits, including GMWB, within its VA products. In general, the cost of such benefits varies with the level of equity and interest rate markets, foreign currency levels, and overall volatility.

· The Company uses equity options, variance swaps, and volatility options to mitigate the risk related to certain guaranteed minimum benefits, including GMWB, within its VA products. In general, the cost of such benefits varies with the level of equity markets and overall volatility.

· ~~The Company uses interest rate swaps and interest rate swaptions to mitigate the risk related to certain guaranteed minimum benefits, including GMWB, within its VA products.~~

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

~~Derivatives Related to Fixed Annuity Contracts~~

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

· ~~The Company uses equity options to mitigate the risk within its fixed indexed annuity products. In general, the cost of such benefits varies with the level of equity markets.~~

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

~~Derivatives Related to Indexed Universal Life Contracts~~

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

· ~~The Company markets certain IUL products. The IUL component is considered an embedded derivative, not considered to be clearly and closely related to the host contract.~~

~~Other Derivatives~~

· ~~The Company uses certain interest rate swaps to mitigate the price volatility of fixed maturities. None of these positions were held as of September 30, 2015 (Successor Company).~~

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

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

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

~~Realized investment gains (losses) - derivative financial instruments~~

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

For The Three

For The Nine

Months Ended

to

January 1, 2015

Months Ended

Months Ended
��

September 30,
2015

September 30,
2015

to
January 31, 2015

September 30,
2014

September 30,
2014

(Dollars In Thousands)

(Dollars In Thousands)

Derivatives related to VA contracts:

Interest rate futures - VA

$
12,140

$
(2,091
)

$
1,413

$
1,979

$
12,777

Equity futures - VA

40,951

3,215

9,221

861

(9,049
)
Currency futures - VA

4,000

1,428

7,778

10,185

6,020

Variance swaps - VA

—

—

—

1,570

(1,103
)
Equity options - VA

33,519

8,195

3,047

2,050

(31,240
)
Interest rate swaptions - VA

(3,618
)
(12,399
)

9,268

(2,812
)
(17,213
)
Interest rate swaps - VA

101,808

(74,150
)

122,710

22,011

124,548

Embedded derivative - GMWB

(253,630
)
(7,713
)

(207,018
)
(51,429
)
(181,105
)
Total derivatives related to VA contracts

(64,830
)
(83,515
)

(53,581
)
(15,585
)
(96,365
)
Derivatives related to FIA contracts:

Embedded derivative - FIA

11,328

9,035

1,769

(2,462
)
(9,036
)
Equity futures - FIA

709

1,016

(184
)
117

1,067

Volatility futures - FIA

(24
)
6

—

(4
)
4

Equity options - FIA

(12,099
)
(6,499
)

(2,617
)
1,099

5,077

Total derivatives related to FIA contracts

(86
)
3,558

(1,032
)
(1,250
)
(2,888
)
Derivatives related to IUL contracts:

Embedded derivative - IUL

1,287

3,082

(486
)
347

62

Equity futures - IUL

17

39

3

16

16

Equity options - IUL

(1,110
)
(1,048
)

(115
)
(24
)
(24
)
Total derivatives related to IUL contracts

194

2,073

(598
)
339

54

Embedded derivative - Modco reinsurance treaties

(9,817
)
131,505

(68,026
)
20,426

(91,945
)
Other derivatives

(51
)
33

(37
)
(149
)
(351
)
Total realized gains (losses) - derivatives

$
(74,590
)
$
53,654

$
(123,274
)
$
3,781

$
(191,495
)

~~The following table sets forth realized investments gains and losses for the Modco trading portfolio that is included in realized investment gains (losses) — all other investments.~~

~~Realized investment gains (losses) - all other investments~~

~~(1)The Company elected to include the use of alternate disclosures for trading activities.~~

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

~~Gain (Loss) on Derivatives in Cash Flow Hedging Relationship~~

			~~Amount and Location of~~
	~~Amount of Gains (Losses)~~		~~Gains (Losses)~~
	~~Deferred in~~		~~Reclassified from~~		~~Amount and Location of~~
	~~Accumulated Other~~		~~Accumulated Other~~		~~(Losses) Recognized in~~
	~~Comprehensive Income~~		~~Comprehensive Income~~		~~Income (Loss) on~~
	~~(Loss) on Derivatives~~		~~(Loss) into Income (Loss)~~		~~Derivatives~~
	~~(Effective Portion)~~		~~(Effective Portion)~~		~~(Ineffective Portion)~~
			~~Benefits and settlement~~		~~Realized investment~~
~~Successor Company~~			~~expenses~~		~~gains (losses)~~
			~~(Dollars In Thousands)~~
~~For The Three Months Ended September 30, 2015~~
~~Inflation~~	$	—	$	—	$	—
~~Total~~	$	—	$	—	$	—

Successor Company

February 1, 2015 to September 30, 2015

Inflation

$
(131
)
$
(131
)
$
73

Total

$
(131
)
$
(131
)
$
73

Predecessor Company

January 1, 2015 to January 31, 2015

Inflation

$
13

$
(36
)
$
(7
)
Total

$
13

$
(36
)
$
(7
)

Predecessor Company

For The Three Months Ended September 30, 2014

Inflation

$
(64
)
$
(293
)
$
(79
)
Total

$
(64
)
$
(293
)
$
(79
)

Predecessor Company

For The Nine Months Ended September 30, 2014

Inflation

$
(90
)
$
(1,577
)
$
(205
)
Total

$
(90
)
$
(1,577
)
$
(205
)

Successor

Predecessor

Company

Company

As of September 30, 2015

As of December 31, 2014

Notional

Fair

Notional

Fair

Amount

Value

Amount

Value

(Dollars In Thousands)

(Dollars In Thousands)

Other long-term investments

Derivatives not designated as hedging instruments:

Interest rate swaps

$
1,325,000

$
82,642

$
1,550,000

$
50,743

Embedded derivative - Modco reinsurance treaties

64,984

859

25,760

1,051

Embedded derivative — GMWB

3,656,394

94,344

2,804,629

66,843

Interest rate futures

946,551

2,547

27,977

938

Equity futures

297,690

9,806

26,483

427

Currency futures

239,526

2,608

197,648

2,384

Equity options

2,833,844

192,335

1,921,167

163,212

Interest rate swaptions

225,000

4,619

625,000

8,012

Other

1,336

500

242

360

$
9,590,325

$
390,260

$
7,178,906

$
293,970

Other liabilities

Cash flow hedges:

Inflation

$
—

$
—

$
40,469

$
142

Derivatives not designated as hedging instruments:

Interest rate swaps

575,000

13,809

275,000

3,599

Embedded derivative - Modco reinsurance treaties

2,490,850

221,849

2,562,848

311,727

Embedded derivative - GMWB

6,535,763

288,091

7,038,228

311,969

Embedded derivative - FIA

962,123

76,709

749,933

124,465

Embedded derivative - IUL

44,581

21,711

12,019

6,691

Interest rate futures

7,727

140

—

—

Equity futures

81,421

1,835

385,256

15,069

Currency futures

37,137

93

—

—

Equity options

1,242,384

8,863

699,295

47,077

Other

1,091

236

—

—

$
11,978,077

$
633,336

$
11,763,048

$
820,739

The Company reclassified the remaining balance of its cash flow hedge derivative financial instruments out of accumulated other comprehensive income (loss) into earnings during the period of February 1, 2015 to September 30, 2015 (Successor Company) as these derivative financial instruments matured in June of 2015.

18.~~OFFSETTING OF ASSETS AND LIABILITIES~~

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

~~The tables below present the derivative instruments by assets and liabilities for the Company as of September 30, 2015 (Successor Company):~~

Net Amounts

Gross

of Assets

Gross Amounts Not Offset

Amounts

Presented in

in the Statement of

Gross

Offset in the

the

Financial Position

Amounts of

Statement of

Statement of

Cash

Recognized

Financial

Financial

Financial

Collateral

Assets

Position

Position

Instruments

Received

Net Amount

(Dollars In Thousands)

Offsetting of Derivative Assets

Derivatives:

Free-Standing derivatives

$
294,769

$
—

$
294,769

$
24,953

$
148,469

$
121,347

Total derivatives, subject to a master netting arrangement or similar arrangement

294,769

—

294,769

24,953

148,469

121,347

Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties

859

—

859

—

—

859

Embedded derivative - GMWB

94,344

—

94,344

—

—

94,344

Other

288

—

288

—

—

288

Total derivatives, not subject to a master netting arrangement or similar arrangement

95,491

—

95,491

—

—

95,491

Total derivatives

390,260

—

390,260

24,953

148,469

216,838

Total Assets

$
390,260

$
—

$
390,260

$
24,953

$
148,469

$
216,838

Net Amounts

Gross

of Liabilities

Gross Amounts Not Offset

Amounts

Presented in

in the Statement of

Gross

Offset in the

the

Financial Position

Amounts of

Statement of

Statement of

Cash

Recognized

Financial

Financial

Financial

Collateral

Liabilities

Position

Position

Instruments

Paid

Net Amount

(Dollars In Thousands)

Offsetting of Derivative Liabilities

Derivatives:

Free-Standing derivatives

$
24,976

$
—

$
24,976

$
24,953

$
23

$
—

Total derivatives, subject to a master netting arrangement or similar arrangement

24,976

—

24,976

24,953

23

—

Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties

221,849

—

221,849

—

—

221,849

Embedded derivative - GMWB

288,091

—

288,091

—

—

288,091

Embedded derivative - FIA

76,709

—

76,709

—

—

76,709

Embedded derivative - IUL

21,711

—

21,711

—

—

21,711

Total derivatives, not subject to a master netting arrangement or similar arrangement

608,360

—

608,360

—

—

608,360

Total derivatives

633,336

—

633,336

24,953

23

608,360

Repurchase agreements(1)

455,718

—

455,718

—

—

455,718

Total Liabilities

$
1,089,054

$
—

$
1,089,054

$
24,953

$
23

$
1,064,078

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

~~The tables below present the derivative instruments by assets and liabilities for the Company as of December 31, 2014 (Predecessor Company):~~

Net Amounts

Gross

of Assets

Gross Amounts Not Offset

Amounts

Presented in

in the Statement of

Gross

Offset in the

the

Financial Position

Amounts of

Statement of

Statement of

Cash

Recognized

Financial

Financial

Financial

Collateral

Assets

Position

Position

Instruments

Received

Net Amount

(Dollars In Thousands)

Offsetting of Derivative Assets

Derivatives:

Free-Standing derivatives

$
225,716

$
—

$
225,716

$
53,612

$
73,935

$
98,169

Total derivatives, subject to a master netting arrangement or similar arrangement

225,716

—

225,716

53,612

73,935

98,169

Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties

1,051

—

1,051

—

—

1,051

Embedded derivative - GMWB

66,843

—

66,843

—

—

66,843

Other

360

—

360

—

—

360

Total derivatives, not subject to a master netting arrangement or similar arrangement

68,254

—

68,254

—

—

68,254

Total derivatives

293,970

—

293,970

53,612

73,935

166,423

Total Assets

$
293,970

$
—

$
293,970

$
53,612

$
73,935

$
166,423

Net Amounts

Gross

of Liabilities

Gross Amounts Not Offset

Amounts

Presented in

in the Statement of

Gross

Offset in the

the

Financial Position

Amounts of

Statement of

Statement of

Cash

Recognized

Financial

Financial

Financial

Collateral

Liabilities

Position

Position

Instruments

Paid

Net Amount

(Dollars In Thousands)

Offsetting of Derivative Liabilities

Derivatives:

Free-Standing derivatives

$
65,887

$
—

$
65,887

$
53,612

$
12,258

$
17

Total derivatives, subject to a master netting arrangement or similar arrangement

65,887

—

65,887

53,612

12,258

17

Derivatives not subject to a master netting arrangement or similar arrangement

Embedded derivative - Modco reinsurance treaties

311,727

—

311,727

—

—

311,727

Embedded derivative - GMWB

311,969

—

311,969

—

—

311,969

Embedded derivative - FIA

124,465

—

124,465

—

—

124,465

Embedded derivative - IUL

6,691

—

6,691

—

—

6,691

Total derivatives, not subject to a master netting arrangement or similar arrangement

754,852

—

754,852

—

—

754,852

Total derivatives

820,739

—

820,739

53,612

12,258

754,869

Repurchase agreements(1)

50,000

—

50,000

—

—

50,000

Total Liabilities

$
870,739

$
—

$
870,739

$
53,612

$
12,258

$
804,869

SEGMENTS

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

~~19.~~~~OPERATING~~ ~~SEGMENTS~~

The Company has several operating segments, each having a strategic focus. An operating segment is distinguished by products, channels of distribution, and/or other strategic distinctions. The Company periodically evaluates its operating segments, as prescribed in the ASC Segment Reporting Topic, and makes adjustments to its segment reporting as needed. There were no changes to the Company’s operating segments made or required to be made as a result of the Merger on February 1, 2015. A brief description of each segment follows.

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

·organizations, and affinity groups.

The Acquisitions segment focuses on acquiring, converting, and servicing policies acquired from other companies. The segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being marketed. Therefore earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage unless new acquisitions are made.

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

The Stable Value Products segment sells fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. ~~The~~This segment also issues funding agreements to the FHLB, and markets guaranteed investment contracts (“GICs”) to 401(k) and other qualified retirement savings plans. The Company ~~recently terminated its funding agreement-backed notes program registered with the United States Securities and Exchange Commission (the “SEC”) and, on October 2, 2015, established~~also has an unregistered funding agreement-backed notes ~~program. No~~program which provides for offers ~~sales or issuances under this program have been made~~of notes to ~~date.~~

·both domestic and international institutional investors.

The Asset Protection segment markets extended service contracts and credit life and disability insurance to protect consumers’ investments in automobiles, recreational vehicles, watercraft, and ~~recreational vehicles.~~powersports. In addition, the segment markets a guaranteed asset protection (“GAP”) product. GAP coverage covers the difference between the loan pay-off amount and an asset’s actual cash value in the case of a total loss.

The Corporate and Other segment primarily consists of net investment income ~~not assigned to the segments above (including the impact of carrying liquidity)~~on assets supporting our equity capital, unallocated corporate overhead and expenses not attributable to the segments above (including interest on ~~certain~~ corporate debt). This segment includes earnings from several non-strategic or runoff lines of business, various

Table of Contents

investment-related transactions, the operations of several small subsidiaries, and the repurchase of ~~non-recourse funding obligations.~~

obligations and debt on the open market.

The Company uses the same accounting policies and procedures to measure segment operating income (loss) and assets as it uses to measure consolidated net income and assets. Segment operating income (loss) is income before income tax, excluding realized gains and losses on investments and derivatives net of the amortization related to DAC, VOBA, and benefits and settlement expenses. Operating earnings exclude changes in the GMWB embedded derivatives (excluding the portion attributed to economic cost), actual GMWB incurred claims and the related amortization of DAC/VOBA attributed to each of these items.

Segment operating income (loss) represents the basis on which the performance of the Company’s business is internally assessed by management. Premiums and policy fees, other income, benefits and settlement expenses, and amortization of DAC/VOBA are attributed directly to each operating segment. Net investment income is allocated based on directly related assets required for transacting the business of that segment. Realized investment gains (losses) and other operating expenses are allocated to the segments in a manner that most appropriately reflects the operations of

that segment. Investments and other assets are allocated based on statutory policy liabilities net of associated statutory policy assets, while DAC/VOBA and goodwill are shown in the segments to which they are attributable. The goodwill as of September 30, 2015 (Successor Company) was the result of the Dai-ichi Merger. The purchase price was allocated to the segments in proportion to the segment’s respective fair value. The allocated purchase price in excess of the fair value of assets and liabilities of each segment resulted in the establishment of that segment’s goodwill as of the date of the Merger.

There were no significant intersegment transactions during the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company), the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and the period of January 1, 2015 to January 31, 2015 (Predecessor Company) ~~and for the three and nine months ended September 30, 2014 (Predecessor Company)~~.

Table of Contents

The following tables summarize financial information for the Company’s segments (Predecessor and Successor periods are not comparable):

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Revenues

Life Marketing

$
388,768

$
1,040,066

$
145,595

$
400,706

$
1,192,504

Acquisitions

352,141

974,915

139,761

408,522

1,273,714

Annuities

92,773

341,227

7,884

182,239

482,313

Stable Value Products

17,065

44,063

8,181

38,713

93,641

Asset Protection

68,949

182,656

21,953

70,584

207,837

Corporate and Other

40,897

118,754

17,535

47,322

143,978

Total revenues

$
960,593

$
2,701,681

$
340,909

$
1,148,086

$
3,393,987

Segment Operating Income (Loss)

Life Marketing

$
19,535

$
29,611

$
(1,618
)
$
32,820

$
82,654

Acquisitions

59,016

132,962

20,134

72,929

198,807

Annuities

46,003

133,377

13,164

49,335

156,236

Stable Value Products

12,785

28,249

4,529

19,506

54,190

Asset Protection

5,322

15,266

2,420

8,530

23,433

Corporate and Other

(8,854
)
(16,850
)

(10,144
)
(15,110
)
(42,520
)
Total segment operating income

133,807

322,615

28,485

168,010

472,800

Realized investment (losses) gains - investments(1)

8,625

(150,014
)

89,815

(4,836
)
138,617

Realized investment (losses) gains - derivatives

(55,172
)
104,396

(117,118
)
21,709

(139,119
)
Income tax (expense) benefit

(26,853
)
(89,889
)

327

(65,974
)
(161,773
)
Net income

$
60,407

$
187,108

$
1,509

$
118,909

$
310,525

Investment gains (losses)(2)

$
(4,716
)
$
(147,843
)

$
80,672

$
(1,160
)
$
148,051

Less: amortization related to DAC/VOBA and benefits and settlement expenses

(13,341
)
2,171

(9,143
)
3,676

9,434

Realized investment gains (losses) - investments

$
8,625

$
(150,014
)

$
89,815

$
(4,836
)
$
138,617

Derivative gains (losses)(3)

$
(74,590
)
$
53,654

$
(123,274
)
$
3,781

$
(191,495
)
Less: VA GMWB economic cost

(19,418
)
(50,742
)

(6,156
)
(17,928
)
(52,376
)
Realized investment gains (losses) - derivatives

$
(55,172
)
$
104,396

$
(117,118
)
$
21,709

$
(139,119
)



	Successor Company												Predecessor Company
	For the Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Revenues
Life Marketing	$	412,892		$	379,122		$	821,974		$	651,298		$	145,595
Acquisitions	453,848			363,985			878,655			622,774			139,761
Annuities	97,243			145,085			235,657			248,454			7,884
Stable Value Products	26,237			16,656			56,139			26,998			8,181
Asset Protection	67,487			69,680			131,735			113,707			21,953
Corporate and Other	58,694			44,233			119,154			77,857			17,535
Total revenues	$	1,116,401		$	1,018,761		$	2,243,314		$	1,741,088		$	340,909
Segment Operating Income (Loss)
Life Marketing	$	24,562		$	6,651		$	38,263		$	10,076		$	(1,618	)
Acquisitions	45,285			37,876			113,938			73,946			20,134
Annuities	56,901			49,189			110,530			87,374			13,164
Stable Value Products	15,178			9,349			29,626			15,464			4,529
Asset Protection	5,462			5,897			10,761			9,944			2,420
Corporate and Other	(16,737		)	(9,881		)	(30,457		)	(7,996		)	(10,144		)
Total segment operating income	130,651			99,081			272,661			188,808			28,485
Realized investment (losses) gains - investments⁽¹⁾	100,889			(115,706		)	184,050			(158,639		)	89,815
Realized investment (losses) gains - derivatives	(62,879		)	113,535			(116,208		)	159,568			(117,118		)
Income tax (expense) benefit	(56,541		)	(33,070		)	(113,035		)	(63,036		)	327
Net income	$	112,120		$	63,840		$	227,468		$	126,701		$	1,509

All other investment gains (losses)	$	87,816		$	(108,071	)	$	166,927		$	(143,127	)	$	80,672
Less: amortization related to DAC/VOBA and benefits and settlement expenses	(13,073		)	7,635			(17,123		)	15,512			(9,143		)
Realized investment gains (losses) - investments	$	100,889		$	(115,706	)	$	184,050		$	(158,639	)	$	89,815

Derivative financial instruments gains (losses)	$	(83,366	)	$	94,603		$	(156,865	)	$	128,244		$	(123,274	)
Less: VA GMWB economic cost	(20,487		)	(18,932		)	(40,657		)	(31,324		)	(6,156		)
Realized investment gains (losses) - derivatives	$	(62,879	)	$	113,535		$	(116,208	)	$	159,568		$	(117,118	)

(1) Includes credit related other-than-temporary impairments of ~~$10.1~~$1.0 million, $3.6 million, $5.7 million, $5.7 million, and ~~$15.8~~$0.5 million for the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company) ~~and~~, for the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), ~~respectively. Includes $0.5 million, $2.3 million,~~ and ~~$5.4 million of credit related other-than-temporary impairments~~ for the period of January 1, 2015 to January 31, 2015 (Predecessor Company) ~~and for the three and nine months ended September 30, 2014 (Predecessor Company)~~, respectively.

~~(2)Includes realized investment gains (losses) before related amortization.~~

~~(3)Includes realized gains (losses) on derivatives before the VA GMWB economic cost.~~

Table of Contents



	Operating Segment Assets As of June 30, 2016 (Successor Company)
	(Dollars In Thousands)
	Life Marketing		Acquisitions		Annuities		Stable Value Products
Investments and other assets	$	13,916,859	$	20,052,484	$	20,264,882	$	2,711,452
Deferred policy acquisition costs and value of business acquired	1,134,643		93,983		625,628		4,353
Other intangibles	310,809		38,380		190,116		9,056
Goodwill	200,274		14,524		336,677		113,813
Total assets	$	15,562,585	$	20,199,371	$	21,417,303	$	2,838,674



	Asset Protection		Corporate and Other		Total Consolidated
Investments and other assets	$	953,996	$	13,720,582	$	71,620,255
Deferred policy acquisition costs and value of business acquired	32,377		—		1,890,984
Other intangibles	76,782		—		625,143
Goodwill	67,155		—		732,443
Total assets	$	1,130,310	$	13,720,582	$	74,868,825



	Operating Segment Assets As of December 31, 2015 (Successor Company)
	(Dollars In Thousands)
	Life Marketing		Acquisitions			Annuities		Stable Value Products
Investments and other assets	$	13,258,639	$	19,879,988		$	19,926,108	$	2,006,263
Deferred policy acquisition costs and value of business acquired	1,119,515		(178,662		)	578,742		2,357
Other intangibles	319,623		39,658			196,780		9,389
Goodwill	200,274		14,524			336,677		113,813
Total assets	$	14,898,051	$	19,755,508		$	21,038,307	$	2,131,822



	Asset Protection		Corporate and Other		Total Consolidated
Investments and other assets	$	897,326	$	9,583,991	$	65,552,315
Deferred policy acquisition costs and value of business acquired	36,856		—		1,558,808
Other intangibles	79,681		—		645,131
Goodwill	67,155		—		732,443
Total assets	$	1,081,018	$	9,583,991	$	68,488,697

Operating Segment Assets

As of September 30, 2015 (Successor Company)

(Dollars In Thousands)

Life

Stable Value

Marketing

Acquisitions

Annuities

Products

Investments and other assets

$
13,223,607

$
20,014,577

$
19,776,706

$
1,790,724

Deferred policy acquisition costs and value of business acquired

1,078,408

(182,038
)
531,735

—

Other intangibles

324,362

40,297

200,112

9,556

Goodwill

203,543

14,524

336,677

113,813

Total assets

$
14,829,920

$
19,887,360

$
20,845,230

$
1,914,093

Asset

Corporate

Total

Protection

and Other

Adjustments

Consolidated

Investments and other assets

$
905,660

$
10,050,619

$
10,719

$
65,772,612

Deferred policy acquisition costs and value of business acquired

38,237

—

—

1,466,342

Other intangibles

81,132

—

—

655,459

Goodwill

67,155

—

—

735,712

Total assets

$
1,092,184

$
10,050,619

$
10,719

$
68,630,125

Operating Segment Assets

As of December 31, 2014 (Predecessor Company)

(Dollars In Thousands)

Life

Stable Value

Marketing

Acquisitions

Annuities

Products

Investments and other assets

$
13,858,491

$
19,858,284

$
20,783,373

$
1,958,867

Deferred policy acquisition costs and value of business acquired

1,973,156

600,482

684,574

621

Goodwill

10,192

29,419

—

—

Total assets

$
15,841,839

$
20,488,185

$
21,467,947

$
1,959,488

Asset

Corporate

Total

Protection

and Other

Adjustments

Consolidated

Investments and other assets

$
927,202

$
9,682,362

$
14,792

$
67,083,371

Deferred policy acquisition costs and value of business acquired

35,418

319

—

3,294,570

Goodwill

62,671

83

—

102,365

Total assets

$
1,025,291

$
9,682,764

$
14,792

$
70,480,306

~~20.~~19.SUBSEQUENT EVENTS

The Company has evaluated the effects of events subsequent to ~~September~~June 30, ~~2015~~2016 (Successor Company), and through the date we filed our consolidated condensed financial statements with the United States Securities and Exchange Commission. All accounting and disclosure requirements related to subsequent events are included in our consolidated condensed financial statements.

Table of Contents

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated condensed financial statements included under Part I, Item 1, Financial Statements (Unaudited), of this Quarterly Report on Form 10-Q and our audited consolidated financial statements for the year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company), included in our Annual Report on Form 10-K.

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

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

FORWARD-LOOKING STATEMENTS — CAUTIONARY LANGUAGE

This report reviews our financial condition and results of operations, including our liquidity and capital resources. Historical information is presented and discussed, and where appropriate, factors that may affect future financial performance are also identified and discussed. Certain statements made in this report include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate, or imply future results, performance, or achievements instead of historical facts and may contain words like “believe,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “will,” “shall,” “may,” and other words, phrases, or expressions with similar meaning. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the results contained in the forward-looking statements, and we cannot give assurances that such statements will prove to be correct. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise. For more information about the risks, uncertainties, and other factors that could affect our future results, please refer to Part I, Item 2, ~~Risks~~Management's Discussion and ~~Uncertainties~~ Analysis of Financial Condition and Results of Operations, and Part II, Item 1A, Risk Factors, of this report, as well as Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company).

IMPORTANT INVESTOR INFORMATION

We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports as required. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer and the SEC maintains an internet site at www.sec.gov that contains these reports and other information filed electronically by us. We make available through our website, www.protective.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. We will furnish such documents to anyone who requests such copies in writing. Requests for copies should be directed to: Financial Information, Protective Life Corporation, P. O. Box 2606, Birmingham, Alabama 35202, Telephone (205) 268-3912, Fax (205) 268-3642.

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

OVERVIEW

Our ~~business~~

Business

On February 1, 2015, Protective Life Corporation (the “Company”) became a wholly owned subsidiary of The Dai-ichi Life Insurance Company, Limited, a kabushiki ~~kaish~~akaisha organized under the laws of Japan (“Dai-ichi Life”), when DL Investment (Delaware), Inc., a wholly owned subsidiary of Dai-ichi Life, merged with and into the Company. Prior to February 1, 2015, ~~the Company’s~~our stock was publicly traded on the New York Stock Exchange. Subsequent to the Merger, ~~the Company remains~~we remain an SEC registrant for financial reporting purposes in the United States. The Company, which is headquartered in Birmingham, Alabama, operates as a holding company for its insurance and other subsidiaries that provide financial services primarily in the United States through the production, distribution, and administration of insurance and investment products. Founded in 1907, Protective Life Insurance Company (“PLICO”) is our largest operating subsidiary. Unless the context otherwise requires, the “Company,” “we,” “us,” or “our” refers to the consolidated group of Protective Life Corporation and our subsidiaries.

We have several operating segments, each having a strategic focus. An operating segment is distinguished by products, channels of distribution, and/or other strategic distinctions. We periodically evaluate our operating segments as prescribed in the Accounting Standards Codification (“ASC”) Segment Reporting Topic, and make adjustments to our segment reporting as needed. There were no changes to our operating segments made or required to be made as a result of the Merger on February 1, ~~2015~~.

2015.

Table of Contents

Our operating segments are Life Marketing, Acquisitions, Annuities, Stable Value Products, Asset Protection, and Corporate and Other.

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

organizations, and affinity groups.

·Acquisitions~~Acquisitions~~ - We focus on acquiring, converting, and servicing policies from other companies. This segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being marketed. Therefore earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage unless new acquisitions are made.

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

·Stable Value Products - We sell fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. The segment also issues funding agreements to the Federal Home Loan Bank (“FHLB”), and markets guaranteed investment contracts (“GICs”) to 401(k) and other qualified retirement savings plans. We ~~recently terminated our funding agreement-backed notes program registered with the SEC and, on October 2, 2015, established~~also have an unregistered funding agreement-backed notes ~~program. No~~program which provides for offers ~~sales or issuances under this program have been made~~of notes to ~~date.~~

both domestic and international institutional investors.

·Asset Protection - We market extended service contracts and credit life and disability insurance to protect consumers’ investments in automobiles, recreational vehicles, watercraft, and ~~recreational vehicles.~~powersports. In addition, ~~the~~this segment markets a guaranteed asset protection (“GAP”) product. GAP coverage covers the difference between the loan pay-off amount and an asset’s actual cash value in the case of a total loss.

·Corporate and Other - This segment primarily consists of net investment income ~~not assigned to the segments above (including the impact of carrying liquidity)~~on assets supporting our equity capital, unallocated corporate overhead, and expenses not attributable to the segments above (including interest on ~~certain~~ corporate debt). This segment includes earnings from several ~~non-~~

~~strategic~~non-strategic or runoff lines of business, various investment-related transactions, the operations of several small subsidiaries, and the repurchase of ~~non-recourse funding obligations.~~

obligations and debt on the open market.

RECENT DEVELOPMENTS

On January 15, 2016, PLICO completed the transaction contemplated by the Master Agreement, dated September 30, 2015 ~~Protective~~(the “Master Agreement”), with Genworth Life and Annuity Insurance Company (“~~PLICO”~~GLAIC”), as previously reported in the Company’s Current Reports on Form 8-K filed October 1, 2015 and January 15, 2016. Pursuant to the Master Agreement, effective January 1, 2016, PLICO entered into a reinsurance agreement (the “Reinsurance Agreement”) under the terms of which PLICO coinsures certain term life insurance business of GLAIC (the “GLAIC Block”). In connection with the reinsurance transaction, on January 15, 2016, Golden Gate Captive Insurance Company (“Golden Gate”), a wholly owned subsidiary of PLICO, and Steel City, LLC (“Steel City”), a newly formed wholly owned subsidiary of the Company, entered into a Master Agreement (the “Master Agreement”) with Genworth Life and Annuity Insurance Company (“GLAIC”). Pursuant to the Master Agreement, PLICO agreed to enter into a reinsurance agreement (the “Reinsurance Agreement”) pursuant to which PLICO will coinsure certain term life insurance business of GLAIC. In connection with the reinsurancean 18-year transaction PLICO intends to enter into a financing transaction with a term of up to 20 years involving, among other parties, its indirect wholly owned subsidiary, Golden Gate Captive Insurance Company (“Golden Gate”), and a syndicate of third-party risk takers, to finance ~~up to $2.2~~$2.188 billion of “XXX” reserves related to the acquired GLAIC ~~business to be reinsured~~Block and the other term life insurance business ~~currently~~ reinsured to Golden Gate by PLICO and West Coast Life Insurance Company (“WCL”), a direct wholly owned subsidiary of PLICO. Steel City issued notes with an aggregate initial principal amount of $2.188 billion to Golden Gate in exchange for a surplus note issued by Golden ~~Gate. Although~~Gate with an initial principal amount of $2.188 billion. Through the structure, Hannover Life Reassurance Company of America (Bermuda) Ltd., The Canada Life Assurance Company (Barbados Branch) and Nomura Americas Re Ltd. (collectively, the “Risk-Takers”) provide credit enhancement to the Steel City notes for the 18-year term in exchange for credit enhancement fees. The transaction is “non-recourse” to PLICO, ~~intends~~WCL and the Company, meaning that none of these companies are liable to ~~execute~~reimburse the Risk-Takers for any credit enhancement payments required to be made. In connection with the transaction, the Company has entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate or Steel City, including a guarantee of the fees to the Risk-Takers. The estimated average annual expense of the credit enhancement under generally accepted accounting principles is approximately $3.1 million, after-tax. As a result of the financing transaction ~~concurrently with its entry into~~described above, the ~~Reinsurance Agreement, the closing~~$800 million of ~~the transactions contemplated~~Golden Gate Series A Surplus Notes held by the ~~Master Agreement is not conditioned upon~~Company were contributed to PLICO and then subsequently contributed to Golden Gate, which resulted in the ~~consummation~~extinguishment of these notes. Also on January 15, 2016, Golden Gate paid an extraordinary dividend of $300 million to PLICO as approved by the ~~financing transaction.~~

Vermont Department of Regulation.

RISKS AND UNCERTAINTIES

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

General

~~Risks Related to the Dai-ichi Merger and our Status as a Subsidiary of Dai-ichi Life~~•

· ~~uncertainty following the Merger could adversely affect our business and operations;~~

· ~~our debt ratings and the financial strength ratings of our insurance subsidiaries may be adversely affected by our being a subsidiary of Dai-ichi Life;~~

·we are controlled by Dai-ichi Life, which has the ability to make important decisions affecting our business;

~~General~~

· ~~we may not be able to achieve the expected results from our recently announced reinsurance transaction or obtain financing on terms currently anticipated,~~

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

Table of Contents

a disruption affecting the electronic systems of the Company or those on whom the Company relies could adversely affect our business, financial condition and results of operations;

confidential information maintained in the systems of the Company or other ~~parities~~parties upon which the Company relies could be compromised or misappropriated, damaging our business and reputation and adversely affecting our financial condition and results of operations;

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

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

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

we are dependent on the performance of others;

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

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

Financial ~~environment~~

·Environment

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

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

equity market volatility could negatively impact our business;

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

credit market volatility or disruption could adversely impact our financial condition or results from operations;

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

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

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

disruption of the capital and credit markets could negatively affect our ability to meet our liquidity and financing needs;

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

we may be required to establish a valuation allowance against our deferred tax assets, which could materially adversely affect our results of operations, financial condition, and capital position;

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

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

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

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

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

we operate as a holding company and depend on the ability of our subsidiaries to transfer funds to us to meet our ~~obligations~~obligations;

Industry and ~~pay dividends;~~

~~Industry~~

·Regulation

we are highly regulated and are subject to routine audits, examinations, and actions by regulators, law enforcement agencies, and self-regulatory organizations;

we may be subject to regulations influenced by or related to international regulatory authorities or initiatives;

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

regulatory actions, interpretations and pronouncements related to Actuarial Guidelines XXXVIII may have an adverse effect on our ability to sell certain universal life products and reserving requirements;

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

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

we are subject to insurance guaranty fund and insurable interest laws, and the laws, rules and regulations of state, federal and foreign regulators that could adversely affect our financial condition or results of operations;

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

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

regulations issued by the Department of Labor on April 6, 2016, expanding the definition of "investment advice fiduciary" under ERISA and creating and revising several prohibited transactions exemptions for investment activities in light of that expanded definition, may have a material adverse impact on our ability to sell annuities and other products, to retain in-force business and on our financial condition or results of operations;

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

Table of Contents

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

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

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

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

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

use of reinsurance introduces variability in our statements of income;

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

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

~~Competition~~

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

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

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

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

CRITICAL ACCOUNTING POLICIES

Our accounting policies require the use of judgments relating to a variety of assumptions and estimates, including, but not limited to expectations of current and future mortality, morbidity, persistency, expenses, and interest rates, as well as expectations around the valuations of securities. Because of the inherent uncertainty when using the assumptions and estimates, the effect of certain accounting policies under different conditions or assumptions could be materially different from those reported in the consolidated condensed financial statements. For a complete listing of our critical accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company). ~~Certain of our accounting policies were amended in conjunction with the Dai-ichi Merger. Please refer to Note 2,~~ ~~Summary of Significant Accounting Policies~~~~, included in this Form 10-Q for more information~~.

RESULTS OF OPERATIONS

We use the same accounting policies and procedures to measure segment operating income (loss) and assets as we use to measure consolidated net income and assets. Segment operating income (loss) is income before income tax, excluding realized gains and losses on investments and derivatives, net of the amortization related to ~~deferred acquisition costs (“DAC”), value of business acquired (“VOBA”),~~DAC, VOBA, and benefits and settlement expenses. Segment operating income (loss) also excludes changes in the ~~guaranteed minimum withdrawal benefits (“GMWB”)~~GMWB embedded derivatives (excluding the portion attributed to economic cost), actual GMWB incurred claims and the related amortization of DAC attributed to each of these items.

Segment operating income (loss) represents the basis on which the performance of our business is internally assessed by management. Premiums and policy fees, other income, benefits and settlement expenses, and amortization of DAC/VOBA are attributed directly to each operating segment. Net investment income is allocated based on directly related assets required for transacting the business of that segment. Realized investment gains (losses) and other operating expenses are allocated to the segments in a manner that most appropriately reflects the operations of that segment. Investments and other assets are allocated based on statutory policy liabilities net of associated statutory policy assets, while DAC/VOBA and goodwill are shown in the segments to which they are attributable.

However, segment operating income (loss) should not be viewed as a substitute for net income calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In addition, our segment operating income (loss) measures may not be comparable to similarly titled measures reported by other companies.

We periodically review and update as appropriate our key assumptions on products using the ASC Financial Services-Insurance Topic, including future mortality, expenses, lapses, premium persistency, benefit utilization, investment yields, interest spreads, and equity market returns. Changes to these assumptions result in adjustments which increase or decrease DAC/VOBA amortization and/or benefits and expenses. The periodic review and updating of assumptions is referred to as “unlocking”. When referring to DAC/VOBA amortization or unlocking on products covered under the ASC Financial Services-Insurance Topic, the reference is to changes in all balance sheet components amortized over estimated gross profits.

or revenues.

Table of Contents

The following table presents a summary of results and reconciles segment operating income (loss) to consolidated net income (Predecessor and Successor periods are not comparable):

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Segment Operating Income (Loss)

Life Marketing

$
19,535

$
29,611

$
(1,618
)
$
32,820

$
82,654

Acquisitions

59,016

132,962

20,134

72,929

198,807

Annuities

46,003

133,377

13,164

49,335

156,236

Stable Value Products

12,785

28,249

4,529

19,506

54,190

Asset Protection

5,322

15,266

2,420

8,530

23,433

Corporate and Other

(8,854
)
(16,850
)

(10,144
)
(15,110
)
(42,520
)
Total segment operating income

133,807

322,615

28,485

168,010

472,800

Realized investment gains (losses) - investments(1)

8,625

(150,014
)

89,815

(4,836
)
138,617

Realized investment gains (losses) - derivatives

(55,172
)
104,396

(117,118
)
21,709

(139,119
)
Income tax (expense) benefit

(26,853
)
(89,889
)

327

(65,974
)
(161,773
)
Net income

$
60,407

$
187,108

$
1,509

$
118,909

$
310,525

Investment gains (losses)(2)

$
(4,716
)
$
(147,843
)

$
80,672

$
(1,160
)
$
148,051

Less: amortization related to DAC/VOBA and benefits and settlement expenses

(13,341
)
2,171

(9,143
)
3,676

9,434

Realized investment gains (losses) - investments

$
8,625

$
(150,014
)

$
89,815

$
(4,836
)
$
138,617

Derivative gains (losses) (3)

$
(74,590
)
$
53,654

$
(123,274
)
$
3,781

$
(191,495
)
Less: VA GMWB economic cost

(19,418
)
(50,742
)

(6,156
)
(17,928
)
(52,376
)
Realized investment gains (losses) - derivatives

$
(55,172
)
$
104,396

$
(117,118
)
$
21,709

$
(139,119
)



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Segment Operating Income (Loss)
Life Marketing	$	24,562		$	6,651		$	38,263		$	10,076		$	(1,618	)
Acquisitions	45,285			37,876			113,938			73,946			20,134
Annuities	56,901			49,189			110,530			87,374			13,164
Stable Value Products	15,178			9,349			29,626			15,464			4,529
Asset Protection	5,461			5,897			10,761			9,944			2,420
Corporate and Other	(16,736		)	(9,881		)	(30,457		)	(7,996		)	(10,144		)
Total segment operating income	130,651			99,081			272,661			188,808			28,485
Realized investment gains (losses) - investments ⁽¹⁾	100,889			(115,706		)	184,050			(158,639		)	89,815
Realized investment gains (losses) - derivatives	(62,879		)	113,535			(116,208		)	159,568			(117,118		)
Income tax (expense) benefit	(56,541		)	(33,070		)	(113,035		)	(63,036		)	327
Net income	$	112,120		$	63,840		$	227,468		$	126,701		$	1,509

All other investment gains (losses)	$	87,816		$	(108,071	)	$	166,927		$	(143,127	)	$	80,672
Less: amortization related to DAC/VOBA and benefits and settlement expenses	(13,073		)	7,635			(17,123		)	15,512			(9,143		)
Realized investment gains (losses) - investments	$	100,889		$	(115,706	)	$	184,050		$	(158,639	)	$	89,815

Derivative financial instruments gains (losses)	$	(83,366	)	$	94,603		$	(156,865	)	$	128,244		$	(123,274	)
Less: VA GMWB economic cost	(20,487		)	(18,932		)	(40,657		)	(31,324		)	(6,156		)
Realized investment gains (losses) - derivatives	$	(62,879	)	$	113,535		$	(116,208	)	$	159,568		$	(117,118	)

(1) Includes credit related other-than-temporary impairments of ~~$10.1~~$1.0 million, $3.6 million, $5.7 million, $5.7 million, and ~~$15.8~~$0.5 million for the three and six months ended June 30, 2016 (Successor Company), for the three months ended ~~September~~June 30, 2015 (Successor Company) ~~and~~, for the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), ~~respectively. Includes $0.5 million, $2.3 million,~~ and ~~$5.4 million of credit related other-than-temporary impairments~~ for the period of January 1, 2015 to ~~January31,~~January 31, 2015 (Predecessor Company) ~~and for the three and nine months ended September 30, 2014 (Predecessor Company)~~, respectively.

~~(2)~~ ~~Includes realized investment gains (losses) before related amortization.~~

~~(3)~~ ~~Includes realized gains (losses) on derivatives before the VA GMWB economic cost.~~

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Net income was ~~$60.4~~$112.1 million and operating income was ~~$133.8~~$130.7 million for the three months ended ~~September~~June 30, ~~2015.~~

2016.

We experienced net realized ~~losses~~gains of ~~$79.3~~$4.5 million for the three months ended ~~September~~June 30, ~~2015.~~2016. The ~~losses~~gains realized were primarily related to ~~$10.1~~$53.4 million of ~~other-than-temporary impairment credit-related losses, net losses of $64.8 million of derivatives related to variable annuity contracts, $1.4 million of losses~~gains related to the net activity of the modified coinsurance portfolio, ~~$1.3~~$16.9 million of ~~losses~~gains related to investment securities sale activity, net gains of $0.2 million of derivatives related to IUL contracts, and net gains of $2.1 million of derivatives related to FIA contracts. Partially offsetting these gains were $1.0 million of other-than-temporary impairment credit-related losses, net losses of ~~$1.8~~$62.8 million of derivatives related to variable annuity contracts, and net losses of $4.4 million loss related to other investment and derivative activity.

Life Marketing segment operating income was $24.6 million for the three months ended June 30, 2016, representing an increase of $17.9 million from the three months ended June 30, 2015. The increase was primarily due to higher universal life policy fees and higher investment income. These increases were partially offset by an increase in reserves from growth in retained universal life insurance in-force.

Table of Contents

Acquisitions segment operating income was $45.3 million for the three months ended June 30, 2016, an increase of $7.4 million as compared to the three months ended June 30, 2015, primarily due to the addition of the GLAIC reinsurance transaction completed on January 15, 2016. The GLAIC transaction added $9.0 million to segment operating income for the three months ended June 30, 2016. This was partly offset by the expected runoff of the in-force blocks of business.

Annuities segment operating income was $56.9 million for the three months ended June 30, 2016, as compared to $49.2 million for the three months ended June 30, 2015, an increase of $7.7 million, or 15.7%. This variance was primarily the result of lower credited interest and favorable single premium immediate annuities (“SPIA”) mortality offset by lower investment income and lower fee and other income from the variable annuities ("VA") line of business.

Stable Value Products segment operating income was $15.2 million and increased $5.8 million, or 62.3%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. The increase in operating earnings resulted from an increase in participating mortgage income, higher operating spreads, and increased average account values. Participating mortgage income for the three months ended June 30, 2016 was $3.9 million as compared to $0.5 million for the three months ended June 30, 2015. The adjusted operating spread, which excludes participating income, decreased by 4 basis points for the three months ended June 30, 2016 over the prior year, due primarily to an increase in credited interest.

Asset Protection segment operating income was $5.5 million, representing a decrease of $0.4 million, or 7.4%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Earnings from the guaranteed asset protection (“GAP”) product line decreased $0.6 million primarily resulting from higher losses. Credit insurance earnings decreased $0.4 million primarily due to unfavorable underwriting income. Service contract earnings increased $0.6 million primarily due to favorable underwriting income.

The Corporate and Other segment operating loss was $16.7 million for the three months ended June 30, 2016, as compared to an operating loss of $9.9 million for the three months ended June 30, 2015. The decrease was primarily due to a $4.4 million decrease in core net investment income.

For The Six Months Ended June 30, 2016 (Successor Company)

Net income was $227.5 million and operating income was $272.7 million for the six months ended June 30, 2016.

We experienced net realized gains of $10.1 million for the six months ended June 30, 2016. The gains realized were primarily related to $73.2 million of gains related to the net activity of the modified coinsurance portfolio and $22.5 million of gains related to investment securities sale activity. Partially offsetting these gains were $3.6 million of other-than-temporary impairment credit-related losses, net losses of $70.6 million of derivatives related to variable annuity contracts, net losses of $6.4 million loss related to other investment and derivative activity, net losses of $0.8 million of derivatives related to IUL contracts, and net losses of ~~$0.1~~$4.2 million of derivatives related to FIA contracts. The net losses on derivatives related to VA contracts were impacted by changes in the policyholder behavior assumptions, primarily the lowering of assumed lapses used to value the GMWB embedded derivatives. Partially offsetting these losses were net gains of $0.2 million related to IUL contracts.

Life Marketing segment operating income was ~~$19.5~~$38.3 million which consisted of universal life operating income of ~~$11.1~~$39.4 million, traditional life operating income of ~~$11.3~~$5.0 million, and an operating loss of ~~$2.9~~$6.1 million in other lines.

Acquisitions segment operating income was ~~$59.0~~$113.9 million. This included expected runoff of the in-force blocks of ~~business.~~

·business and $17.8 million in operating income associated with the GLAIC reinsurance transaction that was completed on January 15, 2016.

Annuities segment operating income was ~~$46.0~~$110.5 million which included ~~$19.5~~$59.8 million of variable annuity operating earnings, $59.5 million of fixed annuity operating earnings, ~~$30.7 million of variable annuity operating earnings,~~ and a ~~$4.2~~$8.7 million loss in other annuity earnings. The fixed annuity results were ~~negatively~~positively impacted by ~~$3.0 million of unfavorable single premium immediate annuities (“SPIA”) mortality. The segment recorded $0.9~~$11.3 million of favorable ~~unlocking.~~

·SPIA mortality.

Stable Value Products segment operating income of ~~$12.8~~$29.6 million was primarily due to activity in average account values, ~~operating spread, and~~ participating mortgage ~~income.~~income, and operating spread. Participating mortgage income was ~~$1.8~~$9.2 million and the adjusted operating spread, which excludes participating income, was ~~227~~177 basis points.

Asset Protection segment operating income was ~~$5.3~~$10.8 million which consisted of service contract earnings of ~~$2.2~~$8.0 million, GAP product earnings of ~~$2.1~~$1.6 million, and credit insurance earnings of ~~$1.0~~$1.2 million.

The Corporate and Other segment’s ~~$8.9~~$30.5 million operating loss was primarily due to ~~$49.4~~$144.5 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by ~~$40.8~~$107.9 million of investment income which represents income on assets supporting our equity ~~capital.~~

capital and held-to-maturity notes, as well as a $7.4 million gain on the extinguishment of debt.

For The Period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company)

Net income was ~~$187.1~~$126.7 million and operating income was ~~$322.6~~$188.8 million for the period of February 1, 2015 to ~~September~~June 30, 2015.

Table of Contents

We experienced net realized losses of ~~$94.2~~$14.9 million for the period of February 1, 2015 to ~~September~~June 30, 2015. The losses realized were primarily related to ~~$15.8~~$5.7 million of other-than-temporary impairment credit-related losses, net losses of ~~$83.5~~$18.7 million of derivatives related to variable annuity contracts, ~~$2.0~~and $0.6 million of losses related to the net activity of the modified coinsurance portfolio, and net losses of $1.0 million loss related to other investment and derivative activity. The net losses on derivatives related to VA contracts in addition to capital market impacts were affected by changes in the lowering of assumed lapses used to value the GMWB embedded derivatives.portfolio. Partially offsetting these losses were ~~$2.4~~$3.7 million of gains related to investment securities sale activity, net gains of $3.6 million of derivatives related to FIA contracts, and net gains of ~~$2.1~~$1.9 million related to IUL contracts,.

· and net gains of $0.9 million loss related to other investment and derivative activity.

Life Marketing segment operating income was ~~$29.6~~$10.1 million which consisted of universal life operating income of ~~$30.9~~$19.8 million, traditional life operating ~~income~~loss of ~~$8.8~~$2.5 million, and an operating loss of ~~$10.1~~$7.2 million in other lines.

Acquisitions segment operating income was ~~$133.0~~$73.9 million. This included expected runoff of the ~~in-force~~in force blocks of business.

Annuities segment operating income was ~~$133.4~~$87.4 million which included ~~$63.9~~$44.4 million of fixed annuity operating earnings ~~$80.5~~and $49.7 million of variable annuity operating ~~earnings, and a $11.0 million loss in other annuity~~ earnings. The fixed annuity results were positively impacted by ~~$1.8~~$4.8 million of favorable SPIA mortality. ~~The segment recorded $1.3 million of favorable unlocking.~~

Stable Value Products segment operating income of ~~$28.2~~$15.5 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was ~~$3.5~~$1.7 million and the adjusted operating spread, which excludes participating income, was ~~190~~171 basis points.

Asset Protection segment operating income was ~~$15.3~~$9.9 million which consisted of service contract earnings of ~~$8.2~~$6.0 million, GAP product earnings of ~~$4.8~~$2.6 million, and credit insurance earnings of ~~$2.3~~$1.3 million.

The Corporate and Other segment’s ~~$16.9~~$8.0 million operating loss was primarily due to ~~$127.8~~$78.3 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by ~~$110.4~~$69.7 million of investment income which represents income on assets supporting our equity capital.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

Net income was $1.5 million and operating income was $28.5 million for the period of January 1, 2015 to January 31, 2015.

We experienced net realized losses of $42.6 million for the period of January 1, 2015 to January 31, 2015. The losses realized for the period of January 1, 2015 to January 31, 2015, were primarily related to $0.5 million for other-than-temporary impairment credit-related losses, net losses of $53.6 million of derivatives related to variable annuity contracts, net losses of $1.0 million of derivatives related to FIA contracts, and net losses of $0.6 million of derivatives related to IUL contracts. Partially offsetting these losses were $6.9 million of gains related to investment securities sale activity, $5.0 million of gains related to the net activity of the modified coinsurance portfolio, and net gains of $1.2 million related to other investment and derivative ~~activity~~.

·activity.

Life Marketing segment operating loss was $1.6 million. Included in that amount was a traditional life operating loss of $3.4 million, universal life earnings of $1.2 million, and operating earnings of $0.6 million in other lines.

Acquisitions segment operating income was $20.1 million. This included expected runoff of the in force blocks of business.

Annuities segment operating income was $13.2 million. Included in that amount was $2.8 million of unfavorable SPIA mortality results and $2.3 million of unfavorable unlocking, primarily related to the VA line of business.

Stable Value Products segment operating income of $4.5 million was primarily due activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $0.1 million and the adjusted operating spread, which excludes participating income, was 276 basis points.

Asset Protection segment operating income was $2.4 million which consisted of $1.3 million in service contract earnings, $0.9 million in GAP product earnings, and credit insurance earnings of $0.2 million.

The Corporate and Other segment’s $10.1 million operating loss was primarily due to $20.5 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by $10.7 million of investment income which represents income on assets supporting our equity capital.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Net income was $118.9 million and operating income was $168.0 million for the three months ended September 30, 2014.~~

~~We experienced net realized gains~~

Table of $2.6 million for the three months ended September 30, 2014. The gains realized for the three months ended September 30, 2014, were primarily related to $23.6 million of gains related to investment securities sale activity, $3.2 million of gains related to the net activity of the modified coinsurance portfolio, and net gains of $0.3 million of derivatives related IUL contracts. Partially offsetting these gains were $2.3 million of other-than-temporary impairment credit-related losses, $5.4 million of losses related to other investment and derivative activity, $15.6 million of losses on derivatives related to variable annuity contracts, and net losses of $1.3 million of derivatives related to FIA contracts.

Contents

Life Marketing segment operating income was $32.8 million. Included in that amount was traditional life operating income of $30.2 million, universal life earnings of $0.8 million, and operating earnings of $1.8 million in other lines.

· ~~Acquisitions segment operating income was $72.9 million. This included expected runoff of the in-force blocks of business.~~

· ~~Annuities segment operating income was $49.3 million. Included in that amount were $6.7 million of unfavorable SPIA mortality results and $3.5 million of unfavorable DAC unlocking.~~

· Stable Value Products segment operating income of $19.5 million was primarily due activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $3.9 million and the adjusted operating spread, which excludes participating income, was 264 basis points.

· Asset Protection segment operating income was $8.5 million which consisted of $4.8 million in service contract earnings, $3.0 million in GAP product earnings, and credit insurance earnings of $0.7 million.

· The Corporate and Other segment’s $15.1 million operating loss was primarily due to $61.8 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by $46.9 million of investment income which represents income on assets supporting our equity capital.

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Net income was $310.5 million and operating income was $472.8 million for the nine months ended September 30, 2014.~~

We experienced net realized losses of $43.4 million for the nine months ended September 30, 2014. The losses realized for the nine months ended September 30, 2014, were primarily related to $96.4 million of losses on derivatives related to variable annuity contracts, $5.4 million of other-than-temporary impairment credit-related losses, net losses of $2.9 million of derivatives related to FIA contracts, and $8.2 million of losses related to other investment and derivative activity. Partially offsetting these losses were gains of $51.2 million related to investment securities sale activity, $18.1 million of gains related to the net activity of the modified coinsurance portfolio, and net gains of $0.1 million of derivatives related to IUL contracts.

· Life Marketing segment operating income was $82.7 million. Included in that amount was traditional life operating income of $63.4 million, universal life earnings of $12.3 million, and operating earnings of $7.0 million in other lines.

· ~~Acquisitions segment operating income was $198.8 million. This included expected runoff of the in-force blocks of business.~~

· ~~Annuities segment operating income was $156.2 million. Included in that amount was $21.7 million of unfavorable SPIA mortality results and $1.0 million of favorable DAC unlocking.~~

· Stable Value Products segment operating income of $54.2 million was primarily due activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $4.9 million and the adjusted operating spread, which excludes participating income, was 265 basis points.

· Asset Protection segment operating income was $23.4 million which consisted of $13.2 million in service contract earnings, $8.4 million in GAP product earnings, and credit insurance earnings of $1.8 million.

· The Corporate and Other segment’s $42.5 million operating loss was primarily due to $173.4 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by $127.8 million of investment income which represents income on assets supporting our equity capital.

~~Life Marketing~~

Segment Results of Operations

Segment results were as follows:

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

REVENUES

Gross premiums and policy fees

$
415,673

$
1,099,068

$
136,068

$
377,014

$
1,226,218

Reinsurance ceded

(175,652
)
(455,331
)

(51,142
)
(150,586
)
(550,661
)
Net premiums and policy fees

240,021

643,737

84,926

226,428

675,557

Net investment income

121,602

320,413

47,460

139,818

410,550

Other income

31,713

80,786

12,810

31,435

94,537

Total operating revenues

393,336

1,044,936

145,196

397,681

1,180,644

Realized gains (losses) - investments

(4,762
)
(6,944
)

997

2,686

11,806

Realized gains (losses) - derivatives

194

2,074

(598
)
339

54

Total revenues

388,768

1,040,066

145,595

400,706

1,192,504

BENEFITS AND EXPENSES

Benefits and settlement expenses

298,981

813,330

123,525

215,949

819,615

Amortization of deferred policy acquisition costs and value of business acquired

27,060

80,635

4,584

106,737

148,179

Other operating expenses

47,760

121,360

18,705

42,175

130,196

Operating benefits and settlement expenses

373,801

1,015,325

146,814

364,861

1,097,990

Amortization related to benefits and settlement expenses

120

1,639

(346
)
29

1,740

Amortization of DAC/VOBA related to realized gains (losses) - investments

(264
)
(223
)

229

200

3,555

Total benefits and expenses

373,657

1,016,741

146,697

365,090

1,103,285

INCOME (LOSS) BEFORE INCOME TAX

15,111

23,325

(1,102
)
35,616

89,219

Less: realized gains (losses)

(4,568
)
(4,870
)

399

3,025

11,860

Less: amortization related to benefits and settlement expenses

(120
)
(1,639
)

346

(29
)
(1,740
)
Less: related amortization of DAC/VOBA

264

223

(229
)
(200
)
(3,555
)
OPERATING INCOME (LOSS)

$
19,535

$
29,611

$
(1,618
)
$
32,820

$
82,654



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	448,991		$	439,717		$	889,740		$	683,395		$	136,068
Reinsurance ceded	(204,157		)	(211,296		)	(387,881		)	(279,679		)	(51,142		)
Net premiums and policy fees	244,834			228,421			501,859			403,716			84,926
Net investment income	131,653			120,556			259,907			198,811			47,460
Other income	28,525			30,992			56,872			49,073			12,810
Total operating revenues	405,012			379,969			818,638			651,600			145,196
Realized gains (losses) - investments	7,687			(2,315		)	4,127			(2,182		)	997
Realized gains (losses) - derivatives	193			1,468			(791		)	1,880			(598		)
Total revenues	412,892			379,122			821,974			651,298			145,595
BENEFITS AND EXPENSES
Benefits and settlement expenses	303,136			291,619			623,979			514,349			123,525
Amortization of deferred policy acquisition costs and value of business acquired	31,024			33,428			63,740			53,575			4,584
Other operating expenses	46,290			48,271			92,656			73,600			18,705
Operating benefits and settlement expenses	380,450			373,318			780,375			641,524			146,814
Amortization related to benefits and settlement expenses	3,331			1,110			(1,840		)	1,519			(346		)
Amortization of DAC/VOBA related to realized gains (losses) - investments	284			10			30			41			229
Total benefits and expenses	384,065			374,438			778,565			643,084			146,697
INCOME (LOSS) BEFORE INCOME TAX	28,827			4,684			43,409			8,214			(1,102		)
Less: realized gains (losses)	7,880			(847		)	3,336			(302		)	399
Less: amortization related to benefits and settlement expenses	(3,331		)	(1,110		)	1,840			(1,519		)	346
Less: related amortization of DAC/VOBA	(284		)	(10		)	(30		)	(41		)	(229		)
OPERATING INCOME (LOSS)	$	24,562		$	6,651		$	38,263		$	10,076		$	(1,618	)

Table of Contents

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



	Successor Company								Predecessor Company
	For The Three Months Ended June 30, 2016		For The Three Months Ended June 30, 2015		For The Six Months Ended June 30, 2016		February 1, 2015 to June 30, 2015		January 1, 2015 to January 31, 2015
	(Dollars In Thousands)								(Dollars In Thousands)
Sales By Product
Traditional life	$	268	$	101	$	671	$	211	$	42
Universal life	41,770		39,860		81,277		63,346		11,473
BOLI	—		15		—		15		—
	$	42,038	$	39,976	$	81,948	$	63,572	$	11,515
Sales By Distribution Channel
Traditional brokerage	$	36,541	$	33,267	$	70,742	$	52,791	$	9,724
Institutional	3,884		4,990		8,015		8,268		1,472
Direct	1,613		1,719		3,191		2,513		319
	$	42,038	$	39,976	$	81,948	$	63,572	$	11,515
Average Life Insurance In-force⁽¹⁾
Traditional	$	366,712,353	$	384,532,759	$	371,454,097	$	387,972,086	$	391,411,413
Universal life	205,932,631		166,142,960		195,945,075		159,730,340		153,317,720
	$	572,644,984	$	550,675,719	$	567,399,172	$	547,702,426	$	544,729,133
Average Account Values
Universal life	$	7,410,278	$	7,287,291	$	7,382,726	$	7,269,132	$	7,250,973
Variable universal life	597,855		599,483		586,026		586,870		574,257
	$	8,008,133	$	7,886,774	$	7,968,752	$	7,856,002	$	7,825,230

(1) Amounts are not adjusted for reinsurance ceded.

Table of Contents

Operating expenses detail

O~~ther~~

Other operating expenses for the segment were as follows:

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Segment operating income

Operating income was $24.6 million for the three months ended June 30, 2016, representing an increase of $17.9 million from the three months ended June 30, 2015. The increase was primarily due to higher universal life policy fees and higher investment income. These increases were partially offset by an increase in reserves from growth in retained universal life insurance in-force.

Operating revenues

Total operating revenues for the three months ended June 30, 2016, increased $25.0 million, or 6.6%, as compared to the three months ended June 30, 2015. This increase was driven by higher premiums and policy fees due to continued growth in the universal life block. Higher investment income due to increases in net in-force reserves also contributed to the increase.

Net premiums and policy fees

Net premiums and policy fees increased by $16.4 million, or 7.2%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, due to an increase in policy fees associated with continued growth in universal life business. This increase is partially offset by a decrease in traditional life premiums.

Net investment income

Net investment income in the segment increased $11.1 million, or 9.2%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Of the increase in net investment income, $7.1 million was the result of a net increase in universal life reserves. Traditional life investment income increased $3.3 million due to lower reserve funding costs and higher reserves.

Other income

Other income decreased $2.5 million, or 8.0%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to lower revenue in the segment’s non-insurance operations.

Table of Contents

Benefits and settlement expenses

Benefits and settlement expenses increased by $11.5 million, or 3.9%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, due to an increase in reserves and claims from growth in retained universal life insurance in-force, partly offset by a smaller increase in traditional reserves.

Amortization of DAC/VOBA

DAC/VOBA amortization decreased $2.4 million, or 7.2%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, partially due to the impact of unlocking. For the three months ended June 30, 2016, universal life and BOLI unlocking decreased amortization $0.6 million, as compared to a decrease of $0.1 million for the three months ended June 30, 2015.

Other operating expenses

Other operating expenses decreased $2.0 million for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. This decrease lower new business acquisition costs after capitalization and lower marking company expenses of $1.8 million. These decreases were largely offset by higher general administrative expenses of $0.7 million along with an increase in taxes, license and fees of $0.5 million.

Sales

Sales for the segment increased $2.1 million for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Universal life sales increased $1.9 million primarily due to an expansion in distribution partners and focused efforts with existing partners.

For The Six Months Ended June 30, 2016 (Successor Company)

Segment operating income

Life Marketing segment operating income was $38.3 million which consisted of universal life operating income of $39.4 million, traditional life operating income of $5.0 million, and an operating loss of $6.1 million in other lines.

Net premiums and policy fees

Net premiums and policy fees were ~~$240.0~~$501.9 million for the ~~three~~six months ended ~~September~~June 30, 2016. Included in this amount are traditional life net premiums of $213.2 million and universal life policy fees of $288.2 million.

Net investment income

Net investment income was $259.9 million for the six months ended June 30, 2016. Included in this amount is traditional life net investment income of $38.5 million and universal life investment income of $214.2 million.

Other income

Other income was $56.9 million for the six months ended June 30, 2016. This amount is primarily comprised of revenue in the segment’s non-insurance operations.

Benefits and settlement expenses

Benefit and settlement expenses were $624.0 million for the six months ended June 30, 2016. This amount includes traditional life benefit and settlement expenses of $172.4 million and universal life benefit and settlement expenses of $447.4 million, including $154.9 million of interest on funds for universal life policies.

Amortization of DAC and VOBA

DAC and VOBA amortization was $63.7 million for the six months ended June 30, 2016.

Other operating expenses

Other operating expenses were $92.7 million for the six months ended June 30, 2016. Other operating expenses for the insurance companies reflect commissions of $114.4 million, general and administrative expenses of $106.0 million, and taxes, licenses, and fees of $15.7 million, partly offset by ceding allowances of $80.3 million and capitalization of $119.1 million. Marketing company expenses were $56.0 million for the six months ended June 30, 2016.

Sales

Sales for the segment were $81.9 million for the six months ended June 30, 2016, comprised primarily of universal life sales.

Table of Contents

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Segment operating income

Life Marketing segment operating income was $10.1 million which consisted of universal life operating income of $19.8 million, traditional life operating loss of $2.5 million, and an operating loss of $7.2 million in other lines.

Net premiums and policy fees

Net premiums and policy fees were $403.7 million for the period of February 1, 2015 to June 30, 2015. Included in this amount are traditional life net premiums of ~~$115.2~~$212.9 million and universal life policy fees of ~~$124.6~~$190.6 million.

Net investment income

Net investment income was ~~$121.6~~$198.8 million for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015. Included in this amount is traditional life net investment income of ~~$16.6~~$26.0 million and universal life investment income of ~~$102.7~~$167.4 million.

Other income

Other income was ~~$31.7~~$49.1 million for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015. This amount is primarily comprised of revenue in the segment’s non-insurance operations.

Benefits and settlement expenses

Benefit and settlement expenses were ~~$299.0~~$514.3 million for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015. This amount includes traditional life benefit and settlement expenses of ~~$85.7~~$182.6 million and universal life benefit and settlement expenses of ~~$212.7~~$331.5 million, including ~~$81.0~~$131.6 million of interest on funds for universal life policies. For the three months ended September 30, 2015, universal life and BOLI unlocking increased policy benefits and settlement expenses $1.2 million and was largely driven by assumption changes to lapses and yields.

Amortization of DAC and VOBA

DAC and VOBA amortization was ~~$27.1~~$53.6 million for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015. ~~For the three months ended September 30, 2015, universal life and BOLI unlocking decreased amortization $1.5 million.~~

Other operating expenses

Other operating expenses were ~~$47.8~~$73.6 million for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015. Other operating expenses for the insurance companies reflect commissions of ~~$54.0~~$84.8 million, general and administrative expenses of ~~$52.5~~$84.8 million, and taxes, licenses, and fees of ~~$7.7~~$12.9 million, partly offset by ceding allowances of ~~$40.1~~$69.6 million and capitalization of ~~$56.1~~$87.9 million. Marketing company expenses were ~~$29.8 million for the three months ended September 30, 2015.~~

~~Sales~~

~~Sales for the segment were $40.5 million for the three months ended September 30, 2015, comprised primarily of universal life sales.~~

~~For The Period of February 1, 2015 to September 30, 2015 (Successor Company)~~

~~Net premiums and policy fees~~

~~Net premiums and policy fees were $643.7~~$48.6 million for the period of February 1, 2015 to ~~September~~June 30, 2015. ~~Included in this amount are traditional life net premiums of $328.1 million and universal life policy fees of $315.2 million.~~

~~Net investment income~~

~~Net investment income was $320.4~~

Sales

Sales for the segment were $63.6 million for the period of February 1, 2015 to ~~September 30, 2015. Included in this amount is traditional life net investment income of $42.6 million and universal life investment income of $270.1 million.~~

~~Other income~~

~~Other income was $80.8 million for the period of February 1, 2015 to September 30, 2015. This amount is primarily comprised of revenue in the segment’s non-insurance operations.~~

~~Benefits and settlement expenses~~

Benefit and settlement expenses were $813.3 million for the period of February 1, 2015 to September 30, 2015. This amount includes traditional life benefit and settlement expenses of $268.3 million and universal life benefit and settlement expenses of $544.1 million, including $212.7 million of interest on funds for universal life policies. For the period of February 1, 2015 to September 30, 2015, universal life and BOLI unlocking increased policy benefits and settlement expenses $1.3 million and was largely driven by assumption changes to lapses and yields.

~~Amortization of DAC and VOBA~~

DAC and VOBA amortization was $80.6 million for the period of February 1, 2015 to September 30, 2015. For the period of February 1, 2015 to September 30, 2015, universal life and BOLI unlocking decreased amortization $1.6 million.

~~Other operating expenses~~

Other operating expenses were $121.4 million for the period of February 1, 2015 to September 30, 2015. Other operating expenses for the insurance companies reflect commissions of $138.8 million, general and administrative expenses of $137.3 million, and taxes, licenses, and fees of $20.6 million, partly offset by ceding allowances of $109.7

~~million and capitalization of $144.0 million. Marketing company expenses were $78.3 million for the period of February 1, 2015 to September 30, 2015.~~

~~Sales~~

~~Sales for the segment were $104.1 million for the period of February 1, 2015 to September~~June 30, 2015, comprised primarily of universal life ~~sales~~.

sales.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

Segment operating income

Segment operating loss was $1.6 million. Included in that amount was a traditional life operating loss of $3.4 million, universal life earnings of $1.2 million, and operating earnings of $0.6 million in other lines.

Net premiums and policy fees

Net premiums and policy fees were $84.9 million for the period of January 1, 2015 to January 31, 2015. This amount is comprised of traditional life net premiums of $41.8 million and universal life policy fees of $43.1 million.

Net investment income

Net investment income was $47.5 million for the period of January 1, 2015 to January 31, 2015. Included in this amount is traditional life net investment income of $6.3 million and universal life investment income of $40.1 million.

Other income

Other income was $12.8 million for the period of January 1, 2015 to January 31, 2015. This amount is primarily comprised of revenue in the segment’s non-insurance operations.

Table of Contents

Benefits and settlement expenses

Benefit and settlement expenses were $123.5 million for the period of January 1, 2015 to January 31, 2015. This amount includes traditional life benefit and settlement expenses of $44.7 million, including an elevated level of claims and universal life benefit and settlement expenses of $77.7 million, partly comprised of $25.7 million of interest on funds for universal life policies.

Amortization of DAC and VOBA

DAC and VOBA amortization was $4.6 million for the period of January 1, 2015 to January 31, 2015.

Other operating expenses

Other operating expenses were $18.7 million for the period of January 1, 2015 to January 31, 2015. Other operating expenses for the insurance companies reflect commissions of $16.6 million, general and administrative expenses of $17.5 million, and taxes of $2.5 million, partly offset by ceding allowances of $12.4 million and capitalization of $17.1 million. Marketing company expenses were $11.6 million for the period of January 1, 2015 to January 31, 2015.

Sales

Sales for the segment were $11.5 million for the period of January 1, 2015 to January 31, 2015, almost entirely comprised of universal life sales.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Net premiums and policy fees~~

~~Net premiums and policy fees were $226.4 million for the three months ended September 30, 2014.~~ ~~This amount is comprised of traditional net premiums of $125.7 million and universal life policy fees of $99.4 million.~~

~~Net investment income~~

~~Net investment income in the segment was $139.8 million for the three months ended September 30, 2014.~~ ~~Included in this amount is traditional net investment income of $19.3 million and universal life investment income of $116.6 million.~~

~~Other income~~

~~Other income was $31.4 million for the three months ended September 30, 2014, primarily due to revenue in the segment’s non-insurance operations.~~

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses were $215.9 million for the three months ended September 30, 2014.~~ This amount includes traditional benefit and settlement expenses of $95.0 million and universal life benefit and settlement expenses of $119.2 million, partly comprised of $77.6 million of interest on funds for universal life policies. For the three months ended September 30, 2014, universal life and BOLI unlocking decreased policy benefits and settlement expenses $78.7 million and was largely driven by assumption changes to mortality, reinsurance, and yields.

~~Amortization of DAC~~

DAC amortization was $106.7 million for the three months ended September 30, 2014. For the three months ended September 30, 2014, universal life and BOLI unlocking increased amortization $90.6 million.

~~Other operating expenses~~

~~Other operating expenses were $42.2 million for the three months ended September 30, 2014.~~ Other operating expenses for the insurance companies reflect commissions of $46.5 million, general and administrative expenses of $44.8 million and taxes, licenses, and fees of $7.2 million, partly offset by ceding allowances of $38.4 million and capitalization of $47.7 million. Marketing company expenses were $29.7 million for the period ~~ended September 30, 2014.~~

~~Sales~~

~~Sales for the segment were $33.2 million for the three months ended September 30, 2014, almost entirely~~ ~~comprised of universal life sales.~~

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Net premiums and policy fees~~

~~Net premiums and policy fees were $675.6 million for the nine months ended September 30, 2014.~~ ~~This amount is comprised of traditional net premiums of $353.9 million and universal life policy fees of $320.0 million.~~

~~Net investment income~~

~~Net investment income in the segment was $410.6 million for the nine months ended September 30, 2014.~~ ~~Included in this amount is traditional net investment income of $51.8 million and universal life investment income of $347.7 million.~~

~~Other income~~

~~Other income was $94.5 million for the nine months ended September 30, 2014, primarily due to revenue in the segment’s non-insurance operations.~~

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses were $819.6 million for the nine months ended September 30, 2014.~~ This amount includes traditional benefit and settlement expenses of $278.8 million and universal life benefit and settlement expenses of $539.9 million, partly comprised of $229.7 million of interest on funds for universal life policies. For the nine months ended September 30, 2014, universal life and BOLI unlocking decreased policy benefits and settlement expenses $57.5 million and was largely driven by assumption changes to mortality, reinsurance, and yields. Included in the impact due to unlocking is an increase of $23.5 million in policy benefits, which is offset within the decline in ceded premiums in the second quarter of 2014.

~~Amortization of DAC~~

DAC amortization was $148.2 million for the nine months ended September 30, 2014. For the nine months ended September 30, 2014, universal life and BOLI unlocking increased amortization $95.8 million.

~~Other operating expenses~~

~~Other operating expenses were $130.2 million for the nine months ended September 30, 2014.~~ Other operating expenses for the insurance companies reflect commissions of $134.2 million, general and administrative expenses of $132.4 million and taxes, licenses, and fees of $20.4 million, partly offset by ceding allowances of $102.1 million and capitalization of $144.7 million. Marketing company expenses were $90.0 million for the nine months ~~ended September 30, 2014.~~

~~Sales~~

~~Sales for the segment were $94.4 million for the nine months ended September 30, 2014, almost entirely~~ ~~comprised of universal life sales.~~

Reinsurance

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

period.

Reinsurance allowances do not affect the methodology used to amortize DAC or the period over which such DAC is amortized. However, they do affect the amounts recognized as DAC amortization. DAC on universal life-type, limited-payment long duration, and investment contracts business is amortized based on the estimated gross profits of the policies in-force. Reinsurance allowances are considered in the determination of estimated gross profits, and therefore, impact DAC amortization on these lines of business. Deferred reinsurance allowances on level term business are recorded as ceded DAC, which is amortized over estimated ceded premiums of the policies in-force. Thus, deferred reinsurance allowances may impact DAC amortization. A more detailed discussion of the components of reinsurance can be found in the Reinsurance section of Note 2, Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company).

Table of Contents

Impact of reinsurance

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

Life Marketing Segment

Line Item Impact of Reinsurance



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Reinsurance ceded	$	(204,157	)	$	(211,296	)	$	(387,881	)	$	(279,679	)	$	(51,142	)
BENEFITS AND EXPENSES
Benefits and settlement expenses	(172,367		)	(188,990		)	(375,732		)	(250,725		)	(58,501		)
Amortization of DAC/VOBA	(1,735		)	(1,389		)	(3,380		)	(2,183		)	(3,766		)
Other operating expenses ⁽¹⁾	(39,425		)	(38,066		)	(76,111		)	(66,104		)	(11,728		)
Total benefits and expenses	(213,527		)	(228,445		)	(455,223		)	(319,012		)	(73,995		)

NET IMPACT OF REINSURANCE	$	9,370		$	17,149		$	67,342		$	39,333		$	22,853

Allowances received	$	(41,286	)	$	(40,214	)	$	(80,344	)	$	(69,576	)	$	(12,413	)
Less: Amount deferred	1,861			2,148			4,233			3,472			685
Allowances recognized (ceded other operating expenses)⁽¹⁾	$	(39,425	)	$	(38,066	)	$	(76,111	)	$	(66,104	)	$	(11,728	)

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

The table above does not reflect the impact of reinsurance on our net investment income. By ceding business to the assuming companies, we forgo investment income on the reserves ceded. Conversely, the assuming companies will receive investment income on the reserves assumed, which will increase the assuming companies’ profitability on the business that we cede. The net investment income impact to us and the assuming companies has not been quantified. The impact of including foregone investment income would be to substantially reduce the favorable net impact of reinsurance reflected above. We estimate that the impact of foregone investment income would be to reduce the net impact of reinsurance presented in the table above by 100% to ~~315%~~340%. The Life Marketing segment’s reinsurance programs do not materially impact the “other income” line of our income statement.

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

balances.

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

The lower ceded premium and policy fees for 2016 as compared to 2015 was caused primarily by lower ceded traditional life premiums of $10.0 million and higher universal life policy fees of $3.3 million. Ceded traditional premium for the three months ended June 30, 2016, decreased from the three months ended June 30, 2015, primarily due to fluctuations in the number of policies entering their post level period. Ceded universal life policy fees for three months ended June 30, 2016, increased from the three months ended June 30, 2015, with the increase in the direct universal life policy fees.

Ceded benefits and settlement expenses were lower for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, due to a smaller increase in ceded reserves, partly offset by higher universal life ceded claims. Traditional ceded benefits decreased $9.7 million for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to a smaller increase in post level ceded reserves and lower ceded death benefits. Universal life ceded benefits decreased $6.4 million for the three months ended June 30, 2016, as compared to the three months ended

Table of Contents

June 30, 2015, due to a smaller increase in ceded reserves, partly offset by an increase in ceded claims. Ceded universal life claims were $9.1 million higher for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015.

Ceded amortization of DAC and VOBA increased for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to the differences in unlocking between the two periods.

Ceded other operating expenses reflect the impact of reinsurance allowances on net income.

For The Six Months Ended June 30, 2016 (Successor Company)

The ceded premiums were primarily comprised of ceded traditional life premiums of ~~$74.3~~$181.8 million and universal life premiums of ~~$100.5~~$204.8 million.

Ceded benefits and settlement expenses were ~~$152.7~~$375.7 million for the ~~three~~six months ended ~~September~~June 30, ~~2015.~~2016. This amount is driven by ceded claims. Traditional life ceded benefits activity of ~~$98.0~~$186.7 million was due to ceded death benefits, slightly offset by ceded reserves. Universal life ceded benefits of ~~$54.9~~$189.8 million were largely comprised of ~~$57.9~~$186.1 million in ceded universal life claims during the period.

Ceded amortization of DAC and VOBA activity was ~~$1.7~~$3.4 million for the ~~three~~six months ended ~~September~~June 30, ~~2015.~~

2016.

Ceded other operating expenses reflect the impact of reinsurance allowances on net income.

For The Period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company)

The ceded premiums were primarily comprised of ceded traditional life premiums of ~~$188.0~~$113.7 million and universal life premiums of ~~$266.0~~$165.5 million.

Ceded benefits and settlement expenses were ~~$403.5~~$250.7 million for the period of February 1, 2015 to ~~September~~June 30, 2015. This amount is driven by ceded claims, partly offset by change in ceded reserves. Traditional life ceded benefits activity of ~~$203.4~~$105.5 million was due to ceded death benefits, partly offset by ceded reserves. Universal life ceded benefits of ~~$200.5~~$145.6 million were largely comprised of ~~$181.9~~$124.0 million in ceded universal life claims during the period.

Ceded amortization of DAC and VOBA activity was ~~$3.8~~$2.2 million for the period of February 1, 2015 to ~~September~~June 30, ~~2015~~.

2015.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

The ceded premiums were primarily comprised of ceded traditional life premiums of $22.6 million and universal life premiums of $27.2 million. Traditional life ceded premiums for the period January 1, 2015 to January 31, 2015 were impacted by runoff and a number of policies with post level activity.

Ceded benefits and settlement expenses were $58.5 million for the period of January 1, 2015 to January 31, 2015. This amount is driven by ceded claims, partly offset by change in ceded reserves. Traditional life ceded benefits activity of $29.3 million was due to ceded death benefits, partly offset by ceded reserves. Universal life ceded benefits of $30.0 million were mainly comprised of $30.4 million in ceded universal life claims during the period.

Ceded amortization of DAC and VOBA activity was $3.8 million for the period of January 1, 2015 to January 31, 2015.

Ceded other operating expenses reflect the impact of reinsurance allowances on net income.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~The ceded premiums for the three months ended September 30, 2014 were primarily comprised~~

Table of ~~ceded traditional life premiums of $54.1 million and universal life premiums of $96.1 million.~~

Ceded benefits and settlement expenses were $131.6 million for the three months ended September 30, 2014. This amount was primarily driven by the impact of ceded claims, with traditional ceded death benefits of $126.9 million and universal life ceded death benefits of $75.3 million, partly offset by ceded reserves.

Contents

~~Ceded amortization of deferred policy acquisitions costs was $26.1 million for the three months ended September 30, 2014.~~

~~Ceded other operating expenses reflect the impact of reinsurance allowances on net income.~~

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

The ceded premiums for the nine months ended September 30, 2014 were primarily comprised of ceded traditional life premiums of $292.0 million and universal life premiums of $257.3 million. Traditional ceded premiums for the nine months ended September 30, 2014 were impacted by runoff and a number of policies with post level activity. Universal life ceded premiums were reduced by $23.5 million due to a reinsurance settlement in the second quarter of 2014.

Ceded benefits and settlement expenses were $559.0 million for the nine months ended September 30, 2014. This amount was primarily driven by the impact of ceded claims, with traditional ceded death benefits of $396.3 million and universal life ceded death benefits of $241.2 million, partly offset by ceded reserves.

~~Ceded amortization of deferred policy acquisitions costs was $45.3 million for the nine months ended September 30, 2014.~~

~~Ceded other operating expenses reflect the impact of reinsurance allowances on net income.~~

Acquisitions

Segment Results of Operations

Segment results were as follows:

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

REVENUES

Gross premiums and policy fees

$
269,715

$
742,187

$
88,855

$
270,959

$
872,356

Reinsurance ceded

(91,358
)
(236,076
)

(26,512
)
(90,744
)
(293,459
)
Net premiums and policy fees

178,357

506,111

62,343

180,215

578,897

Net investment income

175,928

465,435

71,088

219,453

656,113

Other income

2,218

7,582

1,240

3,036

10,386

Total operating revenues

356,503

979,128

134,671

402,704

1,245,396

Realized gains (losses) - investments

4,575

(136,049
)

73,601

(14,718
)
119,927

Realized gains (losses) - derivatives

(8,937
)
131,836

(68,511
)
20,536

(91,609
)
Total revenues

352,141

974,915

139,761

408,522

1,273,714

BENEFITS AND EXPENSES

Benefits and settlement expenses

274,470

780,653

100,693

295,252

919,849

Amortization of value of business acquired

(967
)
(129
)

4,803

2,703

37,106

Other operating expenses

23,984

65,642

9,041

31,820

89,634

Operating benefits and expenses

297,487

846,166

114,537

329,775

1,046,589

Amortization related to benefits and settlement expenses

2,752

10,020

1,233

2,564

13,595

Amortization of VOBA related to realized gains (losses) - investments

(2
)
(30
)

230

612

1,393

Total benefits and expenses

300,237

856,156

116,000

332,951

1,061,577

INCOME BEFORE INCOME TAX

51,904

118,759

23,761

75,571

212,137

Less: realized gains (losses)

(4,362
)
(4,213
)

5,090

5,818

28,318

Less: amortization related to benefits and settlement expenses

(2,752
)
(10,020
)

(1,233
)
(2,564
)
(13,595
)
Less: related amortization of VOBA

2

30

(230
)
(612
)
(1,393
)
OPERATING INCOME

$
59,016

$
132,962

$
20,134

$
72,929

$
198,807



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	296,109		$	280,570		$	596,617		$	472,472		$	88,855
Reinsurance ceded	(91,405		)	(96,158		)	(177,827		)	(144,718		)	(26,512		)
Net premiums and policy fees	204,704			184,412			418,790			327,754			62,343
Net investment income	189,014			175,815			376,669			289,507			71,088
Other income	2,721			3,173			5,452			5,364			1,240
Total operating revenues	396,439			363,400			800,911			622,625			134,671
Realized gains (losses) - investments	81,478			(107,997		)	159,603			(140,624		)	73,601
Realized gains (losses) - derivatives	(24,069		)	108,582			(81,859		)	140,773			(68,511		)
Total revenues	453,848			363,985			878,655			622,774			139,761
BENEFITS AND EXPENSES
Benefits and settlement expenses	312,194			300,336			619,728			506,183			100,693
Amortization of value of business acquired	10,185			968			9,092			838			4,803
Other operating expenses	28,775			24,220			58,153			41,658			9,041
Operating benefits and expenses	351,154			325,524			686,973			548,679			114,537
Amortization related to benefits and settlement expenses	2,957			4,859			5,688			7,268			1,233
Amortization of VOBA related to realized gains (losses) - investments	2			(18		)	4			(28		)	230
Total benefits and expenses	354,113			330,365			692,665			555,919			116,000
INCOME (LOSS) BEFORE INCOME TAX	99,735			33,620			185,990			66,855			23,761
Less: realized gains (losses)	57,409			585			77,744			149			5,090
Less: amortization related to benefits and settlement expenses	(2,957		)	(4,859		)	(5,688		)	(7,268		)	(1,233		)
Less: related amortization of VOBA	(2		)	18			(4		)	28			(230		)
OPERATING INCOME	$	45,285		$	37,876		$	113,938		$	73,946		$	20,134

Table of Contents

The following table summarizes key data for the Acquisitions segment:



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Average Life Insurance In-Force⁽¹⁾
Traditional	$	245,874,701		$	176,915,702		$	227,143,714		$	178,507,100		$	182,177,575
Universal life	29,853,251			32,315,549			30,094,770			32,693,540			33,413,557
	$	275,727,952		$	209,231,251		$	257,238,484		$	211,200,640		$	215,591,132
Average Account Values
Universal life	$	4,272,980		$	4,457,553		$	4,293,031		$	4,473,467		$	4,486,843
Fixed annuity⁽²⁾	3,567,836			3,653,446			3,575,371			3,674,635			3,712,578
Variable annuity	1,173,275			1,383,149			1,190,594			1,396,888			1,396,587
	$	9,014,091		$	9,494,148		$	9,058,996		$	9,544,990		$	9,596,008
Interest Spread - UL & Fixed Annuities
Net investment income yield	4.44		%	4.30		%	4.44		%	4.32		%	5.73		%
Interest credited to policyholders	4.00		%	4.09		%	4.02		%	4.04		%	4.05		%
Interest spread⁽³⁾	0.44		%	0.21		%	0.42		%	0.28		%	1.68		%

(1) Amounts are not adjusted for reinsurance ceded.

(2) Includes general account balances held within variable annuity products and is net of coinsurance ceded.

(3) Earned rates exclude portfolios supporting modified coinsurance and crediting rates exclude 100% cessions.

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Segment operating income

Operating income was $45.3 million for the three months ended June 30, 2016, an increase of $7.4 million as compared to the three months ended June 30, 2015, primarily due to the addition of the GLAIC reinsurance transaction completed on January 15, 2016. The GLAIC transaction added $9.0 million to segment operating income for the three months ended June 30, 2016. This was partly offset by the expected runoff of the in-force blocks of business.

Operating revenues

Net premiums and policy fees increased $20.3 million, or 11.0%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to the premiums associated with the GLAIC reinsurance transaction more than offsetting expected runoff related to other blocks of business. Net investment income increased $13.2 million, or 7.5%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, due to the $14.2 million impact of the GLAIC reinsurance transaction, partly offset by expected runoff of the in-force business.

Total benefits and expenses

Total benefits and expenses increased $23.7 million, or 7.2%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. The increase was primarily due to the GLAIC reinsurance transaction, which increased operating benefits and expenses $36.4 million. This was partly offset by expected runoff of the in-force business.

For The Six Months Ended June 30, 2016 (Successor Company)

Segment operating income

Operating income was $113.9 million. This included expected runoff of the in-force blocks of business and $17.8 million in operating income associated with the GLAIC reinsurance transaction that was completed on January 15, 2016.

Operating revenues

Operating revenues for the segment were ~~$356.5~~$800.9 million and included net premiums and policy fees of ~~$178.4~~$418.8 million, net investment income of ~~$175.9~~$376.7 million, and other income of ~~$2.2~~$5.5 million. The segment experienced expected runoff in the current period.

Table of Contents

Operating revenues from the GLAIC transaction were $94.8 million and included net premiums and policy fees of $66.1 million and net investment income of $28.7 million.

Total benefits and expenses

Total benefits and expenses were ~~$300.2~~$692.7 million, primarily due to operating benefits and expenses of ~~$297.5~~$687.0 million. Operating benefits and expenses included benefits and settlement expenses of ~~$274.5~~$619.7 million, amortization of VOBA of ~~$(1.0)~~$9.1 million, and other operating expenses of ~~$24.0~~$58.2 million. The net impact of amortization related to benefits and settlement expenses and amortization of VOBA related to realized gains (losses) on investments contributed ~~$2.8~~$5.7 million to total benefits and expenses.

~~For The Period of February 1, 2015 to September 30, 2015 (Successor Company)~~

~~Operating revenues~~

Operating revenues for the segment were $979.1 million and included net premiums and policy fees of $506.1 million, net investment income of $465.4 million, and other income of $7.6 million. The segment experienced expected runoff in the current period.

~~Total benefits and expenses~~

Total benefits and expenses from the GLAIC transaction were ~~$856.2 million, primarily due to operating benefits and expenses of $846.2~~$77.1 million. Operating benefits and expenses included benefits and settlement expenses of ~~$780.7~~$61.7 million, amortization of VOBA of ~~$(0.1)~~$6.5 million, and other operating expenses of ~~$65.6~~$8.9 million from this transaction.

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Segment operating income

Operating income was $73.9 million. This included expected runoff of the in force blocks of business.

Operating revenues

Operating revenues for the segment were $622.6 million and included net premiums and policy fees of $327.8 million, net investment income of $289.5 million, and other income of $5.4 million. The segment experienced expected runoff in the current period.

Total benefits and expenses

Total benefits and expenses were $555.9 million, primarily due to operating benefits and expenses of $548.7 million. Operating benefits and expenses included benefits and settlement expenses of $506.2 million, amortization of VOBA of $0.8 million, and other operating expenses of $41.7 million. The net impact of amortization related to benefits and settlement expenses and amortization of VOBA related to realized gains (losses) on investments contributed ~~$10.0~~$7.2 million to total benefits and expenses.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

Segment operating income

Operating income was $20.1 million. This included expected runoff of the in force blocks of business.

Operating revenues

Operating revenues for the segment were $134.7 million and included net premiums and policy fees of $62.3 million, net investment income of $71.1 million, and other income of $1.2 million. The segment experienced expected runoff in the current period.

Total benefits and expenses

Total benefits and expenses were $116.0 million, primarily due to operating benefits and expenses of $114.5 million. Operating benefits and expenses included benefits and settlement expenses of $100.7 million, amortization of VOBA of $4.8 million, and other operating expenses of $9.0 million. The net impact of amortization related to benefits and settlement expenses and amortization of VOBA related to realized gains (losses) on investments contributed $1.5 million to total benefits and expenses.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Operating revenues~~

Net premiums and policy fees were $180.2 million for the three months ended September 30, 2014. Net investment income was $219.5 million for the three months ended September 30, 2014. The segment experienced expected runoff.

~~Total benefits and expenses~~

Total benefits and expenses were $333.0 million for the three months ended September 30, 2014. The segment experienced expected runoff and favorable unlocking of $9.7 million for the three months ended September 30, 2014.

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Operating revenues~~

Net premiums and policy fees were $578.9 million for the nine months ended September 30, 2014. Net investment income was $656.1 million for the nine months ended September 30, 2014. The segment experienced expected runoff.

~~Total benefits and expenses~~

Total benefits and expenses were $1.1 billion for the nine months ended September 30, 2014. The segment experienced expected runoff and favorable unlocking of $6.3 million for the nine months ended September 30, 2014.

Reinsurance

The Acquisitions segment currently reinsures portions of both its life and annuity in-force. The cost of reinsurance to the segment is reflected in the chart shown below. A more detailed discussion of the components of reinsurance can be found in the Reinsurance section of Note 2, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company).

Table of Contents

Impact of reinsurance

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

Acquisitions Segment

Line Item Impact of Reinsurance

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

For The Three

For The Nine

Months Ended

to

January 1, 2015

Months Ended

Months Ended

September 30,

September 30,

to

September 30,

September 30,

2015

2015

January 31, 2015

2014

2014

(Dollars In Thousands)

(Dollars In Thousands)

REVENUES

Reinsurance ceded

$
(91,358
)
$
(236,076
)

$
(26,512
)
$
(90,744
)
$
(293,459
)
BENEFITS AND EXPENSES

Benefits and settlement expenses

(82,259
)
(204,324
)

(25,832
)
(69,300
)
(240,838
)
Amortization of value of business acquired

(84
)
(168
)

(233
)
(3,544
)
(9,703
)
Other operating expenses

(11,491
)
(31,088
)

(3,647
)
(12,027
)
(34,972
)
Total benefits and expenses

(93,834
)
(235,580
)

(29,712
)
(84,871
)
(285,513
)

NET IMPACT OF REINSURANCE (1)

$
2,476

$
(496
)

$
3,200

$
(5,873
)
$
(7,946
)



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Reinsurance ceded	$	(91,405	)	$	(96,158	)	$	(177,827	)	$	(144,718	)	$	(26,512	)
BENEFITS AND EXPENSES
Benefits and settlement expenses	(69,700		)	(87,775		)	(134,223		)	(122,064		)	(25,832		)
Amortization of value of business acquired	(77		)	(76		)	(195		)	(85		)	(233		)
Other operating expenses	(10,902		)	(11,312		)	(21,989		)	(19,597		)	(3,647		)
Total benefits and expenses	(80,679		)	(99,163		)	(156,407		)	(141,746		)	(29,712		)

NET IMPACT OF REINSURANCE ⁽¹⁾	$	(10,726	)	$	3,005		$	(21,420	)	$	(2,972	)	$	3,200

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

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

The net impact of reinsurance is less favorable by $13.7 million for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to lower ceded claims. In the three months ended June 30, 2016, ceded revenues decreased by $4.8 million, while ceded benefits and expenses decreased by $18.5 million primarily due to lower claims.

The net impact of reinsurance activity for the ~~three~~six months ended ~~September~~June 30, 2016 (Successor Company) was primarily due to ceded premiums in relation to ceded benefits and settlement expenses. Ceded benefits and settlement expenses were primarily driven by ceded claims.

The net impact of reinsurance activity for the period of February 1, 2015 to June 30, 2015 (Successor Company) was primarily due to ceded premiums in relation to ceded benefits and settlement expenses. Ceded benefits and settlement expenses were primarily driven by ceded claims.

The net impact of reinsurance activity for the period of February 1, 2015 to September 30, 2015 (Successor Company) was primarily due to ceded premiums in relation to ceded benefits and settlement expenses. Ceded benefits and settlement expenses were primarily driven by ceded claims.

The net impact of reinsurance activity for the period of January 1, 2015 to January 31, 2015 (Predecessor Company) was primarily due to ceded premiums in relation to ceded benefits and settlement expenses. Ceded benefits and settlement expenses were primarily driven by ceded claims.

~~The net impact~~

Table of reinsurance activity for the three and nine months ended September 30, 2014 (Predecessor Company) was primarily due to ceded premiums in relation to ceded benefits and settlement expenses. Ceded benefits and settlement expenses were primarily driven by ceded claims.

Contents

Annuities

Segment Results of Operations

Segment results were as follows:

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

REVENUES

Gross premiums and policy fees

$
37,836

$
101,055

$
12,473

$
38,614

$
112,445

Reinsurance ceded

—

—

—

—

—

Net premiums and policy fees

37,836

101,055

12,473

38,614

112,445

Net investment income

80,443

214,228

37,189

117,646

351,943

Realized gains (losses) - derivatives

(19,418
)
(50,742
)

(6,156
)
(17,928
)
(52,376
)
Other income

41,104

109,627

12,980

38,027

109,444

Total operating revenues

139,965

374,168

56,486

176,359

521,456

Realized gains (losses) - investments

(1,694
)
(3,726
)

(145
)
4,787

7,734

Realized gains (losses) - derivatives, net of economic cost

(45,498
)
(29,215
)

(48,457
)
1,093

(46,877
)
Total revenues

92,773

341,227

7,884

182,239

482,313

BENEFITS AND EXPENSES

Benefits and settlement expenses

67,033

163,387

27,485

78,031

232,864

Amortization of deferred policy acquisition costs and value of business acquired

(7,472
)
(13,196
)

5,911

18,336

44,504

Other operating expenses

34,401

90,600

9,926

30,657

87,852

Operating benefits and expenses

93,962

240,791

43,322

127,024

365,220

Amortization related to benefits and settlement expenses

(22
)
(1,371
)

3,128

290

2,297

Amortization of DAC/VOBA related to realized gains (losses) - investments

(15,925
)
(7,864
)

(13,617
)
(19
)
(13,146
)
Total benefits and expenses

78,015

231,556

32,833

127,295

354,371

INCOME (LOSS) BEFORE INCOME TAX

14,758

109,671

(24,949
)
54,944

127,942

Less: realized gains (losses) - investments

(1,694
)
(3,726
)

(145
)
4,787

7,734

Less: realized gains (losses) - derivatives, net of economic cost

(45,498
)
(29,215
)

(48,457
)
1,093

(46,877
)
Less: amortization related to benefits and settlement expenses

22

1,371

(3,128
)
(290
)
(2,297
)
Less: related amortization of DAC/VOBA

15,925

7,864

13,617

19

13,146

OPERATING INCOME

$
46,003

$
133,377

$
13,164

$
49,335

$
156,236



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	36,455		$	38,272		$	72,010		$	63,219		$	12,473
Reinsurance ceded	—			—			—			—			—
Net premiums and policy fees	36,455			38,272			72,010			63,219			12,473
Net investment income	80,142			82,854			159,423			133,785			37,189
Realized gains (losses) - derivatives	(20,487		)	(18,932		)	(40,657		)	(31,324		)	(6,156		)
Other income	40,458			41,394			78,711			68,523			12,980
Total operating revenues	136,568			143,588			269,487			234,203			56,486
Realized gains (losses) - investments	871			(1,427		)	311			(2,032		)	(145		)
Realized gains (losses) - derivatives, net of economic cost	(40,196		)	2,924			(34,141		)	16,283			(48,457		)
Total revenues	97,243			145,085			235,657			248,454			7,884
BENEFITS AND EXPENSES
Benefits and settlement expenses	47,990			63,435			98,940			96,354			27,485
Amortization of deferred policy acquisition costs and value of business acquired	(3,212		)	(3,320		)	(8,298		)	(5,724		)	5,911
Other operating expenses	34,889			34,284			68,315			56,199			9,926
Operating benefits and expenses	79,667			94,399			158,957			146,829			43,322
Amortization related to benefits and settlement expenses	3,228			(737		)	2,970			(1,349		)	3,128
Amortization of DAC/VOBA related to realized gains (losses) - investments	(22,875		)	2,411			(23,975		)	8,061			(13,617		)
Total benefits and expenses	60,020			96,073			137,952			153,541			32,833
INCOME (LOSS) BEFORE INCOME TAX	37,223			49,012			97,705			94,913			(24,949		)
Less: realized gains (losses) - investments	871			(1,427		)	311			(2,032		)	(145		)
Less: realized gains (losses) - derivatives, net of economic cost	(40,196		)	2,924			(34,141		)	16,283			(48,457		)
Less: amortization related to benefits and settlement expenses	(3,228		)	737			(2,970		)	1,349			(3,128		)
Less: related amortization of DAC/VOBA	22,875			(2,411		)	23,975			(8,061		)	13,617
OPERATING INCOME	$	56,901		$	49,189		$	110,530		$	87,374		$	13,164

Table of Contents

The following tables summarize key data for the Annuities segment:



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Sales
Fixed annuity	$	171,231		$	111,131		$	380,536		$	153,607		$	28,335
Variable annuity	151,583			361,559			325,097			545,706			59,115
	$	322,814		$	472,690		$	705,633		$	699,313		$	87,450
Average Account Values
Fixed annuity⁽¹⁾	$	8,210,847		$	8,285,451		$	8,245,283		$	8,255,571		$	8,171,438
Variable annuity	12,282,904			12,711,950			12,305,789			12,658,770			12,365,217
	$	20,493,751		$	20,997,401		$	20,551,072		$	20,914,341		$	20,536,655
Interest Spread - Fixed Annuities⁽²⁾
Net investment income yield	3.65		%	3.78		%	3.64		%	3.67		%	5.22		%
Interest credited to policyholders	2.65			2.86			2.68			2.88			3.17
Interest spread	1.00		%	0.92		%	0.96		%	0.79		%	2.05		%

(1) Includes general account balances held within VA products.

(2) Interest spread on average general account values.

Table of Contents

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Derivatives related to VA contracts:

Interest rate futures - VA

$
12,140

$
(2,091
)

$
1,413

$
1,979

$
12,777

Equity futures - VA

40,951

3,215

9,221

861

(9,049
)
Currency futures - VA

4,000

1,428

7,778

10,185

6,020

Variance swaps - VA

—

—

—

1,570

(1,103
)
Equity options - VA

33,519

8,195

3,047

2,050

(31,240
)
Interest rate swaptions - VA

(3,618
)
(12,399
)

9,268

(2,812
)
(17,213
)
Interest rate swaps - VA

101,808

(74,150
)

122,710

22,011

124,548

Embedded derivative - GMWB(1)

(253,630
)
(7,713
)

(207,018
)
(51,429
)
(181,105
)
Total derivatives related to VA contracts

(64,830
)
(83,515
)

(53,581
)
(15,585
)
(96,365
)
Derivatives related to FIA contracts:

Embedded derivative - FIA

11,328

9,035

1,769

(2,462
)
(9,036
)
Equity futures - FIA

709

1,016

(184
)
117

1,067

Volatility futures - FIA

(24
)
6

—

(4
)
4

Equity options - FIA

(12,099
)
(6,499
)

(2,617
)
1,099

5,077

Total derivatives related to FIA contracts

(86
)
3,558

(1,032
)
(1,250
)
(2,888
)
VA GMWB economic cost(2)

19,418

50,742

6,156

17,928

52,376

Realized gains (losses) - derivatives, net of economic cost

$
(45,498
)
$
(29,215
)

$
(48,457
)
$
1,093

$
(46,877
)



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Derivatives related to VA contracts:
Interest rate futures - VA	$	31,266		$	(14,183	)	$	69,067		$	(14,231	)	$	1,413
Equity futures - VA	(21,328		)	(5,267		)	(24,556		)	(37,736		)	9,221
Currency futures - VA	11,112			(8,709		)	4,954			(2,572		)	7,778
Equity options - VA	(3,232		)	(3,550		)	13,072			(25,324		)	3,047
Interest rate swaptions - VA	(749		)	2,547			(2,983		)	(8,781		)	9,268
Interest rate swaps - VA	81,554			(121,167		)	207,147			(175,958		)	122,710
Embedded derivative - GMWB⁽¹⁾	(161,402		)	132,657			(337,253		)	245,917			(207,018		)
Total derivatives related to VA contracts	(62,779		)	(17,672		)	(70,552		)	(18,685		)	(53,581		)
Derivatives related to FIA contracts:
Embedded derivative - FIA	710			290			(1,452		)	(2,293		)	1,769
Equity futures - FIA	651			123			2,033			307			(184		)
Volatility futures - FIA	—			25			—			29			—
Equity options - FIA	735			1,226			(4,827		)	5,601			(2,617		)
Total derivatives related to FIA contracts	2,096			1,664			(4,246		)	3,644			(1,032		)
VA GMWB economic cost⁽²⁾	20,487			18,932			40,657			31,324			6,156
Realized gains (losses) - derivatives, net of economic cost	$	(40,196	)	$	2,924		$	(34,141	)	$	16,283		$	(48,457	)

(1)Includes impact of nonperformance risk of ~~$21.9~~$(0.1) million, $34.0 million, $5.4 million, $(0.5) million, and ~~$21.4~~$11.8 million for the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company) ~~and~~, for the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), and ~~$11.8 million and $10.0 million,~~ for the period of January 1, 2015 to January 31, 2015 (Predecessor Company) ~~and for the three months ended September 30, 2014 (Predecessor Company)~~, ~~respectively and a net zero impact for the nine months ended September 30, 2014 (Predecessor Company).~~

respectively.

(2)Economic cost is the long-term expected average cost of providing the product benefit over the life of the policy based on product pricing assumptions. These include assumptions about the economic/market environment, and elective and non-elective policy owner behavior (e.g. lapses, withdrawal timing, mortality, etc.).

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

GMDB - Net amount at risk(1)

$
314,496

$
93,061

GMDB Reserves

32,693

25,960

GMWB and GMAB Reserves

193,747

245,127

Account value subject to GMWB rider

9,248,699

9,738,496

GMWB Benefit Base

10,187,634

9,837,891

GMAB Benefit Base

4,522

4,967

S&P 500® Index

1,920

2,059



	Successor Company
	As of June 30, 2016		As of December 31, 2015
	(Dollars In Thousands)
GMDB - Net amount at risk⁽¹⁾	$	233,658	$	266,950
GMDB Reserves	33,237		33,141
GMWB and GMAB Reserves	518,877		181,622
Account value subject to GMWB rider	9,306,967		9,306,644
GMWB Benefit Base	10,468,569		10,304,939
GMAB Benefit Base	4,124		4,323
S&P 500® Index	2,099		2,044

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

Table of Contents

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

~~Operating revenues~~

Segment operating ~~revenues were $140.0~~income

Operating income was $56.9 million for the three months ended ~~September~~June 30, 2016, as compared to $49.2 million for the three months ended June 30, 2015, an increase of $7.7 million, or 15.7%. This variance was primarily the result of lower credited interest and favorable single premium immediate annuities (“SPIA”) mortality offset by lower investment income and lower fee and other income from the VA line of business.

Operating revenues

Segment operating revenues decreased $7.0 million, or 4.9%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to decreases in policy fees and other income from the VA line of business and decreases in investment income from the market value adjusted (“MVA”) and single premium deferred annuity (“SPDA”) lines of business. Those decreases were partially offset by increased investment income in the fixed indexed annuity (“FIA”) line of business. Average fixed account balances decreased 0.9% and average variable account balances decreased 4.7% for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015.

Benefits and settlement expenses

Benefits and settlement expenses decreased $15.4 million, or 24.3%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. This decrease was primarily the result of lower credited interest and a $9.8 million favorable change in SPIA mortality results.

Amortization of DAC and VOBA

DAC and VOBA amortization unfavorably changed by $0.1 million, or 3.3%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015.

Other operating expenses

Other operating expenses increased $0.6 million, or 1.8%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Increases in non-deferred acquisition, maintenance, and overhead expenses were offset by lower non-deferred commission expense.

Sales

Total sales decreased $149.9 million, or 31.7%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Sales of variable annuities decreased $210.0 million, or 58.1% for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Sales of fixed annuities increased by $60.1 million, or 54.1%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, driven by an increase in FIA sales.

For The Six Months Ended June 30, 2016 (Successor Company)

Segment operating income

Operating income was $110.5 million which included $59.8 million of variable annuity operating earnings, $59.5 million of fixed annuity operating earnings, and a $8.7 million loss in other annuity earnings. The fixed annuity results were positively impacted by $11.3 million of favorable SPIA mortality.

Operating revenues

Segment operating revenues were $269.5 million for the six months ended June 30, 2016. Operating revenue consisted of $159.4 million of net investment income, $72.0 million of policy fees, $78.7 million of other income, and $40.7 million of losses related to GMWB economic cost from the VA line of business.

Benefits and settlement expenses

Benefits and settlement expenses were $98.9 million for the six months ended June 30, 2016. Included in that amount was $11.3 million of favorable SPIA mortality results and $0.8 million of favorable unlocking.

Amortization of DAC and VOBA

DAC and VOBA amortization was $8.3 million favorable for the six months ended June 30, 2016 due to negative VOBA assigned to some of the products within the segment. There was $0.2 million of favorable unlocking recorded by the segment during the six months ended June 30, 2016.

Table of Contents

Other operating expenses

Other operating expenses were $68.3 million for the six months ended June 30, 2016. Operating expenses consisted of $17.5 million in acquisition expenses, $26.3 million in maintenance and overhead expenses, and $24.4 million in commission expenses.

Sales

Total sales were $705.6 million for the six months ended June 30, 2016. Fixed annuity sales were $380.5 million and variable annuity sales were $325.1 million.

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Segment operating income

Operating income was $87.4 million which included $44.4 million of fixed annuity operating earnings and $49.7 million of variable annuity operating earnings. The fixed annuity results were positively impacted by $4.8 million of favorable SPIA mortality.

Operating revenues

Segment operating revenues were $234.2 million for the period of February 1, 2015 to June 30, 2015. Operating revenue consisted of ~~$80.4~~$113.8 million of net investment income, ~~$37.8~~$63.2 million of policy fees, ~~$41.1~~$68.5 million in other income, and ~~$19.4~~$31.3 million related to GMWB economic cost from the VA line of business.

Benefits and settlement expenses

Benefits and settlement expenses were ~~$67.0~~$96.4 million for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015. Included in that amount was ~~$3.0~~$4.8 million in ~~unfavorable~~favorable SPIA mortality results, ~~along with~~which was partially offset by an increase ~~of $2.3 million~~ in guaranteed benefit reserves of $2.4 million from the VA line of ~~business, and $1.9 million of unfavorable unlocking.~~

business.

Amortization of DAC and VOBA

DAC and VOBA amortization was ~~$7.5~~$5.7 million favorable for the ~~three months ended September~~period of February 1, 2015 to June 30, 2015 due to the allocation of negative VOBA to some of the products within the segment. There was ~~$2.9 million of favorable unlocking recorded by the segment during the three months ended September 30, 2015.~~

~~Other operating expenses~~

Other operating expenses were $34.4 million for three months ended September 30, 2015. Operating expenses consisted of $8.8 million in acquisition expenses, $13.0 million in maintenance and overhead expenses, and $12.7 million in commission expenses.

~~Sales~~

~~Total sales were $486.2 million for the three months ended September 30, 2015. Fixed annuity sales were $174.9 million and variable annuity sales were $311.3 million.~~

~~For The Period of February 1, 2015 to September 30, 2015 (Successor Company)~~

~~Operating revenues~~

Segment operating revenues were $374.2 million for the period of February 1, 2015 to September 30, 2015. Operating revenue consisted of $214.2 million of net investment income, $101.1 million of policy fees, $109.6 million in other income, and $50.7 million related to GMWB economic cost from the VA line of business.

~~Benefits and settlement expenses~~

Benefits and settlement expenses were $163.4 million for the period of February 1, 2015 to September 30, 2015. Included in that amount was $1.8 million in favorable SPIA mortality results, an increase in guaranteed benefit reserves of $4.7 million from the VA line of business, and $1.9 million of unfavorable unlocking.

~~Amortization of DAC and VOBA~~

DAC and VOBA amortization was $13.2 million favorable for the period of February 1, 2015 to September 30, 2015 due to the allocation of negative VOBA to some of the products within the segment. There was $3.2$0.3 million of favorable unlocking recorded by the segment during the period of February 1, 2015 to ~~September~~June 30, 2015.

Other operating expenses

Other operating expenses were ~~$90.6~~$56.2 million for the period of February 1, 2015 to ~~September~~June 30, 2015. Operating expenses consisted of ~~$22.8~~$14.1 million in acquisition expenses, ~~$33.2~~$20.2 million in maintenance and overhead expenses, and ~~$34.6~~$21.9 million in commission expenses.

Sales

Total sales were ~~$1.2 billion~~$699.3 million for the period of February 1, 2015 to ~~September~~June 30, 2015. Fixed annuity sales were ~~$328.5~~$153.6 million and variable annuity sales were ~~$857.0 million~~.

$545.7 million.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

Segment operating income

Operating income was $13.2 million. Included in that amount was $2.8 million of unfavorable SPIA mortality results and $2.3 million of unfavorable unlocking, primarily related to the VA line of business.

Operating revenues

Segment operating revenues were $56.5 million for the period of January 1, 2015 to January 31, 2015. Operating revenue consisted of $37.2 million of net investment income, $12.5 million of policy fees, $13.0 million in other income, and $6.2 million of losses related to GMWB economic cost from the VA line of business.

Benefits and settlement expenses

Benefits and settlement expenses were $27.5 million for the period of January 1, 2015 to January 31, 2015. Included in that amount was $2.8 million of unfavorable SPIA mortality results and a $2.6 million increase in guaranteed benefit reserves from the VA line of business.

Table of Contents

Amortization of DAC and VOBA

DAC and VOBA amortization was $5.9 million for the period of January 1, 2015 to January 31, 2015. The segment recorded unfavorable DAC unlocking of $2.4 million, including $2.2 million of unfavorable unlocking from the VA line of business.

Other operating expenses

Other operating expenses were $9.9 million for the period of January 1, 2015 to January 31, 2015. Operating expenses consisted of $2.8 million in acquisition expense, $2.8 million in maintenance and overhead expenses, and $4.3 million in commission expenses.

Sales

Total sales were $87.5 million for the period of January 1, 2015 to January 31, 2015. Fixed annuity sales were $28.3 million and variable annuity sales were $59.1 million.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Operating revenues~~

~~Segment operating revenues were $176.4 million for the three months ended September 30, 2014. Operating revenue consisted~~

Table of ~~$117.6 million of investment income, $38.6 million of policy fees, $38.0 million in other income, and $17.9 million related to GMWB economic cost from the VA line of business.~~

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses were $78.0 million for the three months ended September 30, 2014. Included in that amount is $6.7 million of unfavorable SPIA mortality results.~~

~~Amortization of DAC~~

~~DAC and VOBA amortization was $18.3 million for the three months ended September 30, 2014. The segment recorded unfavorable unlocking of $3.5 million.~~

Contents

~~Other operating expenses~~

Other operating expenses were $30.7 million for the three months ended September 30, 2014. Operating expenses consisted of $9.0 million in acquisition expense, $8.3 million in maintenance and overhead expenses, and $13.3 million in commission expenses.

~~Sales~~

~~Total sales were $547.1 million for the three months ended September 30, 2014. Fixed annuity sales were $267.6 million and variable annuity sales were $279.5 million.~~

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Operating revenues~~

Segment operating revenues were $521.5 million for the nine months ended September 30, 2014. Operating revenue consisted of $351.9 million of investment income, $112.4 million of policy fees, $109.4 million in other income, and $52.4 million related to GMWB economic cost from the VA line of business.

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses were $232.9 million for the nine months ended September 30, 2014. Included in that amount is $21.7 million of unfavorable SPIA mortality results.~~

~~Amortization of DAC~~

~~DAC and VOBA amortization was $44.5 million for the nine months ended September 30, 2014. The segment recorded favorable unlocking of $1.0 million.~~

~~Other operating expenses~~

Other operating expenses were $87.9 million for the nine months ended September 30, 2014. Operating expenses consisted of $25.4 million in acquisition expense, $24.6 million in maintenance and overhead expenses, and $37.9 million in commission expenses.

~~Sales~~

~~Total sales were $1.4 billion for the nine months ended September 30, 2014. Fixed annuity sales were $717.4 million and variable annuity sales were $687.0 million.~~

Stable Value Products

Segment Results of Operations

Segment results were as follows:



	Successor Company								Predecessor Company
	For The Three Months Ended June 30, 2016		For The Three Months Ended June 30, 2015		For The Six Months Ended June 30, 2016		February 1, 2015 to June 30, 2015		January 1, 2015 to January 31, 2015
	(Dollars In Thousands)								(Dollars In Thousands)
REVENUES
Net investment income	$	25,908	$	15,371	$	48,975	$	25,744	$	6,888
Other income	—		133		—		133		—
Total operating revenues	25,908		15,504		48,975		25,877		6,888
Realized gains (losses)	329		1,152		7,164		1,121		1,293
Total revenues	26,237		16,656		56,139		26,998		8,181
BENEFITS AND EXPENSES
Benefits and settlement expenses	9,752		5,687		17,720		9,606		2,255
Amortization of deferred policy acquisition costs	242		—		354		—		25
Other operating expenses	736		468		1,275		807		79
Total benefits and expenses	10,730		6,155		19,349		10,413		2,359
INCOME BEFORE INCOME TAX	15,507		10,501		36,790		16,585		5,822
Less: realized gains (losses)	329		1,152		7,164		1,121		1,293
OPERATING INCOME	$	15,178	$	9,349	$	29,626	$	15,464	$	4,529

Table of Contents

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

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

For The Three

For The Nine

Months Ended

to

January 1, 2015

Months Ended

Months Ended

September 30,

September 30,

to

September 30,

September 30,

2015

2015

January 31, 2015

2014

2014

(Dollars In Thousands)

(Dollars In Thousands)

Sales

GIC

$
6,800

$
112,700

$
—

$
15,000

$
40,850

GFA - Direct Institutional

150,000

300,000

—

—

50,000

$
156,800

$
412,700

$
—

$
15,000

$
90,850

Average Account Values

$
1,952,113

$
1,921,035

$
1,932,722

$
2,358,842

$
2,478,224

Ending Account Values

$
1,914,093

$
1,914,093

$
1,911,751

$
2,261,546

$
2,261,546

Operating Spread

Net investment income yield

3.53
%
3.38
%

4.28
%
4.88
%
4.51
%
Other income yield

—

0.01

—

—

—

Interest credited

0.66

1.04

1.40

1.49

1.51

Operating expenses

0.23

0.15

0.07

0.08

0.08

Operating spread

2.64
%
2.20
%

2.81
%
3.31
%
2.92
%

Adjusted operating spread(1)

2.27
%
1.90
%

2.76
%
2.64
%
2.65
%



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Sales
GIC	$	7,000		$	55,200		$	57,000		$	105,900		$	—
GFA - Direct Institutional	900,000			50,000			900,000			150,000			—
	$	907,000		$	105,200		$	957,000		$	255,900		$	—

Average Account Values	$	2,513,097		$	1,926,711		$	2,320,707		$	1,901,499		$	1,932,722
Ending Account Values	$	2,838,674		$	1,861,280		$	2,838,674		$	1,861,280		$	1,911,751

Operating Spread
Net investment income yield	4.15		%	3.23		%	4.26		%	3.30		%	4.28		%
Other income yield	—			0.02			—			0.01			—
Interest credited	1.56			1.19			1.54			1.23			1.40
Operating expenses	0.16			0.10			0.14			0.11			0.07
Operating spread	2.43		%	1.96		%	2.58		%	1.97		%	2.81		%

Adjusted operating spread⁽¹⁾	1.79		%	1.83		%	1.77		%	1.71		%	2.76		%

(1) Excludes participating mortgage loan income and other income.

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Segment operating income

Operating income was $15.2 million and increased $5.8 million, or 62.3%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. The increase in operating earnings resulted from an increase in participating mortgage income, higher operating spreads, and increased average account values. Participating mortgage income for the three months ended June 30, 2016 was $3.9 million as compared to $0.5 million for the three months ended June 30, 2015. The adjusted operating spread, which excludes participating income, decreased by 4 basis points for the three months ended June 30, 2016 over the prior year, due primarily to an increase in credited interest.

For The Six Months Ended June 30, 2016 (Successor Company)

Segment operating income

Operating income of ~~$12.8~~$29.6 million was primarily due to activity in average account values, participating mortgage income, and operating spread. Participating mortgage income was $9.2 million and the adjusted operating spread, which excludes participating income, was 177 basis point.

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Segment operating income

Operating income of $15.5 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was ~~$1.8~~$1.7 million and the adjusted operating spread, which excludes participating income, was ~~227~~171 basis points.

~~For The Period of February 1, 2015 to September 30, 2015 (Successor Company)~~

~~Segment operating income~~

Operating income of $28.2 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $3.5 million and the adjusted operating spread, which excludes participating income, was 190 basis points.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

Segment operating income

Operating income of $4.5 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $0.1 million and the adjusted operating spread, which excludes participating income, was 276 basis points.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Segment operating income~~

~~Operating income~~

Table of $19.5 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $3.9 million and the adjusted operating spread, which excludes participating income, was 264 basis points.

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Segment operating income~~

Operating income of $54.2 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $4.9 million and the adjusted operating spread, which excludes participating income, was 265 basis points.

Contents

Asset Protection

Segment Results of Operations

Segment results were as follows:



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Gross premiums and policy fees	$	72,861		$	69,759		$	145,170		$	115,576		$	23,127
Reinsurance ceded	(40,961		)	(37,773		)	(81,083		)	(62,231		)	(12,302		)
Net premiums and policy fees	31,900			31,986			64,087			53,345			10,825
Net investment income	5,471			4,644			10,707			7,656			1,878
Other income	30,116			33,050			56,941			52,706			9,250
Total operating revenues	67,487			69,680			131,735			113,707			21,953
BENEFITS AND EXPENSES
Benefits and settlement expenses	26,357			24,919			52,281			40,710			7,592
Amortization of deferred policy acquisition costs and value of business acquired	5,111			6,599			10,560			11,202			1,820
Other operating expenses	30,557			32,265			58,133			51,851			10,121
Total benefits and expenses	62,025			63,783			120,974			103,763			19,533
INCOME BEFORE INCOME TAX	5,462			5,897			10,761			9,944			2,420
OPERATING INCOME	$	5,462		$	5,897		$	10,761		$	9,944		$	2,420

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



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Sales
Credit insurance	$	5,954		$	7,327		$	11,531		$	11,209		$	2,088
Service contracts	98,885			110,052			184,044			171,968			28,835
GAP	26,534			23,716			52,095			38,948			6,318
	$	131,373		$	141,095		$	247,670		$	222,125		$	37,241
Loss Ratios⁽¹⁾
Credit insurance	33.0		%	30.8		%	32.7		%	34.6		%	27.9		%
Service contracts	79.2			85.4			77.2			83.3			82.4
GAP	103.7			79.8			104.8			76.7			56.6

(1)Incurred claims as a percentage of earned premiums

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Segment operating income

Operating income was $5.5 million, representing a decrease of $0.4 million, or 7.4%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Earnings from the GAP product line decreased $0.6 million primarily resulting from higher losses. Credit insurance earnings decreased $0.4 million primarily due to lower underwriting income. Service contract earnings increased $0.6 million primarily due to favorable underwriting income.

Table of Contents

Net premiums and policy fees

Net premiums and policy fees decreased $0.1 million, or 0.3%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Service contract premiums decreased $2.4 million primarily due to higher ceded premiums. Credit insurance premiums decreased $0.3 million as a result of lower sales. GAP premiums increased $2.6 million primarily due to higher volume.

Other income

Other income decreased $2.9 million, or 8.9%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015 primarily due to lower sales volume in the service contract line.

Benefits and settlement expenses

Benefits and settlement expenses increased $1.4 million, or 5.8%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. GAP claims increased $4.6 million due to a higher loss ratio and increased volume. The increase was partially offset by a decrease in service contract claims of $3.2 million due primarily to lower loss ratios and lower volume. Credit insurance claims remained consistent with the prior year.

Amortization of DAC and VOBA and Other operating expenses

Amortization of DAC and VOBA was $1.5 million, or 22.5%, lower for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to decreased amortization of VOBA in the GAP product line due to runoff of in-force VOBA and lower volume in the credit product line. Other operating expenses were $1.7 million, or 5.3%, lower for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to lower sales volume in the service contract line.

Sales

Total segment sales decreased $9.7 million, or 6.9%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. Service contract sales decreased $11.2 million. Credit insurance sales decreased $1.4 million due to decreasing demand for the product. The decreases were partially offset by an increase in GAP sales of $2.8 million.

For The Six Months Ended June 30, 2016 (Successor Company)

Segment operating income

Operating income was $10.8 million which consisted of service contract earnings of $8.0 million, GAP product earnings of $1.6 million, and credit insurance earnings of $1.2 million.

Net premiums and policy fees

Net premiums and policy fees were ~~$31.1~~$64.1 million which consisted of service contract premiums of ~~$19.4~~$36.8 million, GAP premiums of ~~$8.3~~$20.8 million, and credit insurance premiums of ~~$3.4~~$6.5 million.

Other income

Other income activity consisted of ~~$27.9~~$47.0 million from the service contract line and ~~$5.1~~$9.9 million from the GAP product line.

Benefits and settlement expenses

Benefits and settlement expenses activity was ~~$18.1~~$28.4 million in service contract claims, ~~$6.9~~$21.7 million in GAP claims and ~~$0.6~~$2.1 million in credit insurance claims.

Amortization of DAC and VOBA and Other operating expenses

Amortization of DAC and VOBA consisted of ~~$3.6~~$6.5 million in the credit insurance line, $2.6 million in the GAP line, and $0.1 million in the service contract line, primarily resulting from amortization of VOBA activity. Other operating expenses were $31.8 million including activity in all product lines.

~~Sales~~

~~Total segment sales consisted of $108.2 million in the service contract line, $24.6 million in the GAP product line, and credit insurance sales of $6.7 million.~~

~~For The Period of February 1, 2015 to September 30, 2015 (Successor Company)~~

~~Net premiums and policy fees~~

~~Net premiums and policy fees were $84.5 million which consisted of service contract premiums of $53.8 million, GAP premiums of $21.4 million, and credit insurance premiums of $9.3 million.~~

~~Other income~~

~~Other income activity consisted of $72.5 million from the service contract line and $13.2 million from the GAP product line.~~

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses activity was $46.7 million in service contract claims, $16.9 million in GAP claims and $2.7 million in credit insurance claims.~~

~~Amortization of DAC and VOBA and Other operating expenses~~

~~Amortization of DAC and VOBA consisted of $9.7 million in the credit insurance line, $7.4~~$3.6 million in the GAP line, and $0.4 million in the service contract line, primarily resulting from amortization of VOBA activity. Other operating expenses were ~~$83.6~~$58.1 million including activity in all product lines.

Sales

Total segment sales consisted of ~~$280.1~~$184.1 million in the service contract line, ~~$63.5~~$52.1 million in the GAP product line, and credit insurance sales of ~~$18.0~~$11.5 million.

Table of Contents

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Segment operating income

Operating income was $9.9 million which consisted of service contract earnings of $6.0 million, GAP product earnings of $2.6 million, and credit insurance earnings of $1.3 million.

Net premiums and policy fees

Net premiums and policy fees were $53.3 million which consisted of service contract premiums of $34.3 million, GAP premiums of $13.1 million, and credit insurance premiums of $5.9 million.

Other income

Other income activity consisted of $44.6 million from the service contract line and $8.1 million from the GAP product line.

Benefits and settlement expenses

Benefits and settlement expenses activity was $28.6 million in service contract claims, $10.1 million in GAP claims and $2.0 million in credit insurance claims.

Amortization of DAC and VOBA and Other operating expenses

Amortization of DAC and VOBA consisted of $6.2 million in the credit insurance line, $4.8 million in the GAP line, and $0.2 million in the service contract line, primarily resulting from amortization of VOBA activity. Other operating expenses were $51.9 million including activity in all product lines.

Sales

Total segment sales consisted of $172.0 million in the service contract line, $38.9 million in the GAP product line, and credit insurance sales of $11.2 million.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

Segment operating income

Operating income was $2.4 million which consisted of $1.3 million in service contract earnings, $0.9 million in GAP product earnings, and credit insurance earnings of $0.2 million.

Net premiums and policy fees

Net premiums and policy fees consisted of service contract premiums of $7.0 million, GAP premiums of $2.6 million, and $1.2 million of credit insurance premiums.

Other income

Other income consisted of $7.9 million from the service contract line and $1.4 million from the GAP product line.

Benefits and settlement expenses

Benefits and settlement expenses was primarily due to service contract claims of $5.8 million, GAP claims of $1.5 million, and credit insurance claims of $0.3 million.

Amortization of DAC and VOBA and Other operating expenses

Amortization of DAC and VOBA consisted of $1.1 million in the credit insurance line, $0.4 million in the GAP line, and $0.3 million in the service contract line. Other operating expenses were $10.1 million including activity in all product lines.

Sales

Total segment sales consisted of $28.8 million in the service contract line, $6.3 million in the GAP product line and credit insurance sales of $2.1 million.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Net premiums and policy fees~~

~~Net premiums and policy fees consisted of service contract premiums of $21.0 million, GAP premiums of $7.8 million, and $3.7 million of credit insurance premiums.~~

~~Other income~~

~~Other income consisted of $28.5 million from the service contract line and $3.9 million from the GAP product line.~~

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses was primarily due to service contract claims of $19.5 million, GAP claims of $4.1 million, and credit insurance claims of $1.1 million.~~

~~Amortization of DAC and VOBA and Other operating expenses~~

Amortization of DAC and VOBA consisted of $3.2 million in the credit insurance line, $1.4 million in the GAP line, and $1.5 million in the service contract line. Other operating expenses were $31.2 million including activity in all product lines.

~~Sales~~

~~Total segment sales consisted of $104.8 million in the service contract line, $19.2 million in the GAP product line and credit insurance sales of $7.8 million.~~

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Net premiums and policy fees~~

~~Net premiums and policy fees consisted of service contract premiums of $64.5 million, GAP premiums of $23.4 million, and $11.4 million of credit insurance premiums.~~

~~Other income~~

~~Other income consisted of $79.8 million from the service contract line, $11.5 million from the GAP product line, and $0.1 million from the credit insurance line.~~

~~Benefits and settlement expenses~~

~~Benefits and settlement expenses was primarily due to service contract claims of $57.3 million, GAP claims of $13.2 million, and credit insurance claims of $3.3 million.~~

~~Amortization of DAC and VOBA and Other operating expenses~~

Amortization of DAC and VOBA consisted of $10.1 million in the credit insurance line, $4.7 million in the GAP line, and $5.0 million in the service contract line. Other operating expenses were $90.8 million including activity in all product lines.

~~Sales~~

~~Total segment sales consisted of $289.1 million in the service contract line, $54.9 million in the GAP product line and credit insurance sales of $22.8 million.~~

Reinsurance

The majority of the Asset Protection segment’s reinsurance activity relates to the cession of single premium credit life and credit accident and health insurance, vehicle service contracts, and guaranteed asset protection insurance to producer affiliated reinsurance companies (“PARCs”). These arrangements are coinsurance contracts ceding the business on a first dollar quota share basis at 100% to limit our exposure and allow the PARCs to share in the underwriting income of the product. Reinsurance contracts

Table of Contents

do not relieve us from our obligations to our policyholders. A more detailed discussion of the components of reinsurance can be found in the Reinsurance section of Note 2, Summary of Significant Accounting Policies to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 (Predecessor~~2015 (Successor Company).

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

Asset Protection Segment

Line Item Impact of Reinsurance



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
REVENUES
Reinsurance ceded	$	(40,961	)	$	(37,773	)	$	(81,083	)	$	(62,231	)	$	(12,302	)
BENEFITS AND EXPENSES
Benefits and settlement expenses	(18,541		)	(16,655		)	(37,771		)	(26,936		)	(4,659		)
Amortization of deferred policy acquisition costs and value of business acquired	(422		)	(84		)	(807		)	(92		)	(520		)
Other operating expenses	(1,245		)	(1,145		)	(2,332		)	(1,885		)	(531		)
Total benefits and expenses	(20,208		)	(17,884		)	(40,910		)	(28,913		)	(5,710		)
NET IMPACT OF REINSURANCE ⁽¹⁾	$	(20,753	)	$	(19,889	)	$	(40,173	)	$	(33,318	)	$	(6,592	)

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

For The Three Months Ended ~~September~~June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Reinsurance premiums ceded increased $3.2 million, or 8.4%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. The increase was primarily due to an increase in ceded service contract premiums.

Benefits and settlement expenses ceded increased $1.9 million, or 11.3%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. The increase was primarily due to higher ceded losses in the GAP product line.

Amortization of DAC and VOBA ceded increased $0.3 million for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, as the result of ceded activity in all product lines. Other operating expenses ceded increased $0.1 million for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to ceded activity in the service contract line.

Net investment income has no direct impact on reinsurance cost. However, by ceding business to the assuming companies, we forgo investment income on the reserves ceded. Conversely, the assuming companies will receive investment income on the reserves assumed which generally will increase the assuming companies’ profitability on business we cede. The net investment income impact to us and the assuming companies has not been quantified as it is not reflected in our consolidated financial statements.

For The Six Months Ended June 30, 2016 (Successor Company)

Reinsurance premiums ceded of ~~$39.6~~$81.1 million consisted of ceded premiums in the service contract line of ~~$30.8~~$63.6 million, ceded premiums in the GAP product line of ~~$4.4~~$9.6 million, and ceded premiums in the credit insurance line of ~~$4.4~~$7.9 million.

Benefits and settlement expenses ceded consisted of ~~$14.6~~$29.6 million in service contract ceded claims, ~~$2.4~~$6.7 million in GAP ceded claims, and ~~$1.2~~$1.5 million in credit insurance ceded claims.

Amortization of DAC and VOBA ceded of $0.8 million was mainly due to ceded activity in the service contract and GAP product lines. Other operating expenses ceded of ~~$1.1~~$2.3 million was mainly due to ceded activity in the credit insurance product line.

Table of Contents

income impact to us and the assuming companies has not been quantified as it is not reflected in our consolidated condensed financial statements.

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Reinsurance premiums ceded of $62.2 million consisted of ceded premiums in the service contract line of $47.9 million, ceded premiums in the GAP product line of $7.1 million, and ceded premiums in the credit insurance line of $7.2 million.

Benefits and settlement expenses ceded consisted of $22.2 million in service contract ceded claims, $3.3 million in GAP ceded claims, and $1.4 million in credit insurance ceded claims.

Other operating expenses ceded of $1.9 million was mainly due to ceded activity in the credit insurance and GAP product lines.

For The Period of ~~February~~January 1, 2015 to ~~September 30,~~January 31, 2015 ~~(Successor~~(Predecessor Company)

Reinsurance premiums ceded of ~~$101.9~~$12.3 million consisted of ceded premiums in the service contract line of ~~$78.7~~$9.4 million, ceded premiums in the GAP product line of ~~$11.6~~$1.4 million and ceded premiums in the credit insurance line of ~~$11.6~~$1.5 million.

Benefits and settlement expenses ceded consisted of ~~$36.8~~$4.0 million in service contract ceded claims, ~~$5.7~~$0.4 million in GAP ceded claims, and ~~$2.6~~$0.3 million in credit insurance ceded claims.

Amortization of DAC and VOBA ceded consisted of $0.3 million in the service contract line and $0.2 million in the credit insurance line. Other operating expenses ceded of ~~$3.0~~$0.5 million was mainly due to ceded activity in the credit insurance ~~and GAP~~ product ~~lines~~.

line.

Table of Contents

Corporate and Other

Segment Results of Operations

Segment results were as follows:

For The Three Months Ended June 30, 2016 as compared to The Three Months Ended June 30, 2015 (Successor Company)

Segment operating income (loss)

Corporate and Other segment operating loss was $16.7 million for the three months ended June 30, 2016, as compared to an operating loss of $9.9 million for the three months ended June 30, 2015. The decrease was primarily due to a $4.4 million decrease in core net investment income.

Operating revenues

Net investment income for the segment increased $19.2 million, or 51.9%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015. The increase in net investment income was primarily due to $23.6 million of income related to additional held to maturity securities issued by affiliates of the Company which are considered variable interest entities (“VIE’s”). These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are wholly owned subsidiaries of the Company. Interest expense related to the non-recourse funding obligations is recognized in an equal and offsetting amount to the investment income. Offsetting this increase was a $4.4 million decrease in core net investment income.

Table of Contents

Total benefits and expenses

Total benefits and expenses increased $25.8 million or 50.5%, for the three months ended June 30, 2016, as compared to the three months ended June 30, 2015, primarily due to $23.6 million of interest expense related to the Golden Gate Captive non-recourse funding obligations.

For The Six Months Ended June 30, 2016 (Successor Company)

Segment operating income (loss)

The segment’s $30.5 million operating loss was primarily due to $144.5 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by $107.9 million of investment income which represents income on assets supporting our equity capital and held-to-maturity notes, as well as a $7.4 million gain on the extinguishment of debt.

Operating revenues

Operating revenues of $122.8 million were primarily due to $107.9 million of investment income which represents income on assets supporting our equity capital as well as a $7.4 million gain on the extinguishment of debt.

Total benefits and expenses

Total benefits and expenses of $153.3 million were primarily due to $144.5 million of other operating expenses which included corporate overhead expenses and $89.5 million of interest expense.

For The Period of February 1, 2015 to June 30, 2015 (Successor Company)

Segment operating income (loss)

The segment’s $8.0 million operating loss was primarily due to $78.3 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by $69.7 million of investment income which represents income on assets supporting our equity capital.

Operating revenues

Operating revenues of $76.6 million were primarily due to $69.7 million of investment income which represents income on assets supporting our equity capital.

Total benefits and expenses

Total benefits and expenses of $84.6 million were primarily due to $78.3 million of other operating expenses which included corporate overhead expenses and $36.4 million of interest expense.

For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)

~~Reinsurance premiums ceded of $12.3~~

Segment operating income (loss)

The segment’s $10.1 million ~~consisted of ceded premiums in the service contract line of $9.4 million, ceded premiums in the GAP product line of $1.4 million and ceded premiums in the credit insurance line of $1.5 million.~~

~~Benefits and settlement expenses ceded consisted of $4.0 million in service contract ceded claims, $0.4 million in GAP ceded claims, and $0.3 million in credit insurance ceded claims.~~

~~Amortization of DAC and VOBA ceded consisted of $0.3 million in the service contract line and $0.2 million in the credit insurance line. Other~~ operating ~~expenses ceded of $0.5 million~~loss was ~~mainly due to ceded activity in the credit insurance product line~~.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

Reinsurance premiums ceded of $35.8 million consisted of ceded premiums in the service contract line of $27.2 million, ceded premiums in the GAP product line of $4.0 million and ceded premiums in the credit insurance line of $4.6 million.

~~Benefits and settlement expenses ceded consisted of $13.3 million in service contract ceded claims, $1.4 million in GAP ceded claims, and $0.8 million in credit insurance ceded claims.~~

Amortization of DAC and VOBA ceded of $1.6 million was primarily the result of ceded activity in the service contract and credit product lines. Other operating expenses ceded of $1.8 million was mainly due to ceded activity in the credit and GAP product lines.

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

Reinsurance premiums ceded of $103.7 million consisted of ceded premiums in the service contract line of $78.1 million, ceded premiums in the GAP product line of $11.5 million and ceded premiums in the credit insurance line of $14.1 million.

~~Benefits and settlement expenses ceded consisted of $39.5 million in service contract ceded claims, $4.2 million in GAP ceded claims, and $2.5 million in credit insurance ceded claims.~~

Amortization of DAC and VOBA ceded consisted of $2.6 million in the service contract line, $0.4 million in the credit insurance line and $1.7 million in the GAP product line. Other operating expenses ceded of $5.4 million was mainly due to ceded activity in the credit and GAP product lines.

~~Corporate and Other~~

~~Segment Results of Operations~~

~~Segment results were as follows:~~

~~For The Three Months Ended September 30, 2015 (Successor Company)~~

~~Operating revenues~~

~~Operating revenues of $44.6 million were~~ primarily due to ~~$40.8~~$20.5 million of other operating expense which is primarily interest expense and corporate overhead expenses. These expenses were partially offset by $10.7 million of investment income which represents income on assets supporting our equity capital.

~~Total benefits and expenses~~

~~Total benefits and expenses of $53.5 million were primarily due to $49.4 million of other operating expenses which included corporate overhead expenses and $22.7 million of interest expense.~~

~~For The Period of February 1, 2015 to September 30, 2015 (Successor Company)~~

Operating revenues

~~Operating revenues of $121.3 million were primarily due to $110.4 million of investment income which represents income on assets supporting our equity capital.~~

~~Total benefits and expenses~~

~~Total benefits and expenses of $138.1 million were primarily due to $127.8 million of other operating expenses which included corporate overhead expenses and $59.1 million of interest expense.~~

~~For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~

~~Operating revenues~~

Operating revenues of $12.2 million were primarily due to $10.7 million of investment income which represents income on assets supporting our equity capital.

Total benefits and expenses

Total benefits and expenses of $22.3 million were primarily due to $20.5 million of other operating expenses which included $11.1 million of interest expense, corporate overhead expenses, and $2.8 million of charitable contributions.

~~For The Three Months Ended September 30, 2014 (Predecessor Company)~~

~~Operating revenues~~

~~Operating revenues~~

Table of ~~$51.4 million were primarily due to $46.9 million of investment which represents income on assets supporting our equity capital.~~

~~Total benefits and expenses~~

~~Total benefits and expenses of $66.5 million were primarily due to $61.8 million of other operating expenses which included corporate overhead expenses and $36.0 million of interest expense.~~

~~For The Nine Months Ended September 30, 2014 (Predecessor Company)~~

~~Operating revenues~~

~~Operating revenues of $146.0 million were primarily due to $127.8 million of investment income which represents income on assets supporting our equity capital.~~

~~Total benefits and expenses~~

~~Total benefits and expenses of $188.5 million were primarily due to $173.4 million of other operating expenses which included corporate overhead expenses and $108.1 million of interest expense.~~

Contents

CONSOLIDATED INVESTMENTS

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), our investment portfolio was approximately ~~$45.3~~$51.0 billion. The types of assets in which we may invest are influenced by various state insurance laws which prescribe qualified investment assets. Within the parameters of these laws, we invest in assets giving consideration to such factors as liquidity and capital needs, investment quality, investment return, matching of assets and liabilities, and the overall composition of the investment portfolio by asset type and credit exposure.

The following table presents the reported values of our invested ~~assets~~:

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Publicly issued bonds (amortized cost: 2015 Successor - $29,603,809; 2014 Predecessor - $26,374,714)

$
27,705,585

61.2
%

$
28,850,812

63.1
%
Privately issued bonds (amortized cost: 2015 Successor - $8,755,489; 2014 Predecessor - $7,798,528)

8,444,236

18.6

8,360,177

18.3

Preferred stock (amortized cost: 2015 Successor - $71,288)

69,037

0.2

—

—

Fixed maturities

36,218,858

80.0

37,210,989

81.4

Equity securities (cost: 2015 Successor - $732,403; 2014 Predecessor - $778,744)

724,477

1.6

803,230

1.8

Mortgage loans

5,728,237

12.7

5,133,780

11.2

Investment real estate

7,515

—

5,918

—

Policy loans

1,706,402

3.8

1,758,237

3.8

Other long-term investments

661,779

1.5

514,639

1.1

Short-term investments

238,658

0.4

250,645

0.7

Total investments

$
45,285,926

100.0
%

$
45,677,438

100.0
%

assets:



	Successor Company
	As of June 30, 2016				As of December 31, 2015
	(Dollars In Thousands)				(Dollars In Thousands)
Publicly issued bonds (amortized cost: 2016 - $30,337,732; 2015 - $29,898,554)	$	29,810,477	58.4	%	$	27,444,771	60.7	%
Privately issued bonds (amortized cost: 2016 - $11,829,924; 2015 - $9,083,251)	11,752,822		23.0		8,654,911		19.1
Preferred stock (amortized cost: 2016 - $67,941; 2015 - $68,558)	68,006		0.1		66,882		0.1
Fixed maturities	41,631,305		81.5	%	36,166,564		79.9	%
Equity securities (cost: 2016 - $718,409; 2015 - $732,485)	739,709		1.5		739,263		1.6
Mortgage loans	5,748,675		11.3		5,662,812		12.6
Investment real estate	7,028		—		11,118		—
Policy loans	1,670,218		3.3		1,699,508		3.8
Other long-term investments	919,809		1.8		622,567		1.4
Short-term investments	286,201		0.6		268,718		0.7
Total investments	$	51,002,945	100.0	%	$	45,170,550	100.0	%

Included in the preceding table are ~~$2.7~~$2.8 billion and ~~$2.8~~$2.7 billion of fixed maturities and ~~$65.2~~$38.2 million and ~~$95.1~~$61.7 million of short-term investments classified as trading securities as of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company), respectively. ~~The~~All of the fixed maturities in the trading portfolio ~~includes~~are invested assets ~~of $2.7 billion and $2.8 billion as of September 30, 2015 (Successor Company) and December 31, 2014 (Predecessor Company), respectively,~~that are held pursuant to modified coinsurance (“Modco”) arrangements under which the economic risks and benefits of the investments are passed to third party reinsurers. Also included above are ~~$579.3 million~~$2.8 billion and ~~$435.0~~$593.3 million of securities classified as held-to-maturity as of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company), respectively. ~~The preferred stock shown above as of September 30, 2015 (Successor Company) is included in the equity securities total as of December 31, 2014 (Predecessor Company).~~

Fixed Maturity Investments

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), our fixed maturity investment holdings were approximately ~~$36.2~~$41.6 billion. The approximate percentage distribution of our fixed maturity investments by quality rating is as follows:

Successor

Predecessor

Company

Company

As of

As of

Rating

September 30, 2015

December 31, 2014

AAA

14.0
%

12.3
%
AA

7.7

7.3

A

31.8

33.1

BBB

39.8

40.9

Below investment grade

5.0

5.2

Not rated

1.7

1.2

100.0
%

100.0
%



	Successor Company
	As of				As of
Rating	June 30, 2016				December 31, 2015
	(Dollars In Thousands)
AAA	$	5,348,294	12.8	%	$	5,223,656	14.4	%
AA	3,299,794		7.9		2,865,729		7.9
A	13,131,565		31.7		11,600,130		32.1
BBB	15,004,049		36.0		14,104,113		39.0
Below investment grade	2,068,323		4.9		1,779,622		4.9
Not rated⁽¹⁾	2,779,280		6.7		593,314		1.7
	$	41,631,305	100.0	%	$	36,166,564	100.0	%

(1) Our "not rated" securities are $2.8 billion or 6.7% of our fixed maturity investments, of held-to-maturity securities issued by affiliates of the Company which are considered variable interest entities ("VIE's") and are discussed in Note 6, Investment Operations, to the consolidated condensed financial statements. We are not the primary beneficiary of these entities and thus these securities are not eliminated in consolidation. These securities are collateralized by non-recourse funding obligations issued by captive insurance companies that are wholly owned subsidiaries of the Company.

Table of Contents

We use various Nationally Recognized Statistical Rating Organizations’ (“NRSRO”) ratings when classifying securities by quality ratings. When the various NRSRO ratings are not consistent for a security, we use the second-highest convention in assigning the rating. When there are no such published ratings, we assign a rating based on the statutory accounting rating system if such ratings are available.

We do not have material exposure to financial guarantee insurance companies with respect to our investment portfolio.

Changes in fair value for our available-for-sale portfolio, net of tax and the related impact on certain insurance assets and liabilities are recorded directly to shareowner’s equity. Declines in fair value that are other-than-temporary are recorded as realized losses in the consolidated condensed statements of income, net of any applicable non-credit component of the loss, which is recorded as an adjustment to other comprehensive income (loss).

The distribution of our fixed maturity investments by type is as follows:

Successor

Predecessor

Company

Company

As of

As of

Type

September 30, 2015

December 31, 2014

(Dollars In Millions)

(Dollars In Millions)

Corporate securities

$
27,308.3

$
28,857.6

Residential mortgage-backed securities

1,904.1

1,706.4

Commercial mortgage-backed securities

1,426.3

1,328.4

Other asset-backed securities

1,070.1

1,114.0

U.S. government-related securities

1,858.8

1,679.3

Other government-related securities

78.4

77.2

States, municipals, and political subdivisions

1,924.5

2,013.1

Preferred stock

69.0

—

Other

579.3

435.0

Total fixed income portfolio

$
36,218.8

$
37,211.0



	Successor Company
	As of		As of
Type	June 30, 2016		December 31, 2015
	(Dollars In Thousands)
Corporate securities	$	29,823,476	$	27,184,287
Residential mortgage-backed securities	2,213,678		2,051,931
Commercial mortgage-backed securities	1,753,936		1,433,630
Other asset-backed securities	1,395,682		1,072,474
U.S. government-related securities	1,418,303		1,770,524
Other government-related securities	78,941		76,567
States, municipals, and political subdivisions	2,100,003		1,916,954
Preferred stock	68,006		66,883
Securities issued by affiliates	2,779,280		593,314
Total fixed income portfolio	$	41,631,305	$	36,166,564

100

Table of Contents

The ~~preferred stock shown above as~~industry segment composition of ~~September 30, 2015 (Successor Company)~~our fixed maturity securities is ~~included~~presented in the ~~equity securities total as of December 31, 2014 (Predecessor Company).~~

following table:



	Successor Company
	As of June 30, 2016		% Fair Value		As of December 31, 2015		% Fair Value
	(Dollars In Thousands)				(Dollars In Thousands)
Banking	$	3,769,227	9.1	%	$	3,373,418	9.3	%
Other finance	423,132		1.0		482,676		1.3
Electric utility	4,053,744		9.7		3,709,684		10.2
Energy and natural gas	4,422,152		10.6		3,948,469		10.9
Insurance	3,157,793		7.6		2,929,190		8.1
Communications	1,422,292		3.4		1,338,544		3.7
Basic industrial	1,623,631		3.9		1,483,634		4.1
Consumer noncyclical	3,704,838		8.9		3,139,178		8.7
Consumer cyclical	1,724,559		4.1		1,717,786		4.7
Finance companies	120,672		0.3		118,214		0.3
Capital goods	1,488,393		3.6		1,422,675		3.9
Transportation	1,044,424		2.5		972,341		2.7
Other industrial	373,399		0.9		315,961		0.9
Brokerage	582,243		1.4		550,787		1.5
Technology	1,556,966		3.7		1,326,057		3.7
Real estate	173,428		0.4		189,955		0.5
Other utility	250,589		0.6		232,601		0.6
Commercial mortgage-backed securities	1,753,936		4.2		1,433,630		4.0
Other asset-backed securities	1,395,682		3.4		1,072,474		3.0
Residential mortgage-backed non-agency securities	1,274,452		3.1		1,102,310		3.0
Residential mortgage-backed agency securities	939,226		2.3		949,621		2.6
U.S. government-related securities	1,418,303		3.4		1,770,524		4.9
Other government-related securities	78,941		0.2		76,567		0.2
State, municipals, and political divisions	2,100,003		5.0		1,916,954		5.3
Securities issued by affiliates	2,779,280		6.7		593,314		1.9
Total	$	41,631,305	100.0	%	$	36,166,564	100.0	%

Within our fixed maturity investments, we maintain portfolios classified as “available-for-sale”, “trading”, and “held-to-maturity”. We purchase our available-for-sale investments with the intent to hold to maturity by purchasing investments that match future cash flow needs. However, we may sell any of our available-for-sale and trading investments to maintain proper matching of assets and liabilities. Accordingly, we classified ~~$32.9~~$36.1 billion, or ~~90.9%~~86.6%, of

our fixed maturities as “available-for-sale” as of ~~September~~June 30, ~~2015~~2016 (Successor Company). These securities are carried at fair value on our consolidated condensed balance sheets.

Fixed maturities with respect to which we have both the positive intent and ability to hold to maturity are classified as “held-to-maturity”. We classified ~~$579.3 million,~~$2.8 billion, or ~~1.6%~~6.7%, of our fixed maturities as “held-to-maturity” as of ~~September~~June 30, ~~2015~~2016 (Successor Company). These securities are carried at amortized cost on our consolidated condensed balance sheets.

101

Table of Contents

Trading securities are carried at fair value and changes in fair value are recorded on the income statement as they occur. Our trading portfolio accounted for ~~$2.7~~$2.8 billion, or ~~7.5%~~6.7%, of our fixed maturities and ~~$65.2~~$38.2 million of short-term investments as of ~~September~~June 30, ~~2015~~2016 (Successor Company). Changes in fair value on the Modco trading portfolio, including gains and losses from sales, are passed to the reinsurers through the contractual terms of the reinsurance arrangements. Partially offsetting these amounts are corresponding changes in the fair value of the embedded derivative associated with the underlying reinsurance arrangement. The total Modco trading portfolio fixed maturities by rating is as ~~follows~~:

Successor

Predecessor

Company

Company

As of

As of

Rating

September 30, 2015

December 31, 2014

(Dollars In Thousands)

(Dollars In Thousands)

AAA

$
533,032

$
478,632

AA

308,738

290,255

A

807,032

910,669

BBB

759,697

824,143

Below investment grade

302,142

312,594

Total Modco trading fixed maturities

$
2,710,641

$
2,816,293

follows:



	Successor Company
	As of		As of
Rating	June 30, 2016		December 31, 2015
	(Dollars In Thousands)		(Dollars In Thousands)
AAA	$	387,609	$	542,080
AA	336,922		309,852
A	939,001		752,419
BBB	855,219		771,501
Below investment grade	270,840		288,197
Total Modco trading fixed maturities	$	2,789,591	$	2,664,049

A portion of our bond portfolio is invested in residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”). ABS are securities that are backed by a pool of assets. These holdings as of ~~September~~June 30, ~~2015~~2016 (Successor Company), were approximately ~~$4.4~~$5.4 billion. Mortgage-backed securities (“MBS”) are constructed from pools of mortgages and may have cash flow volatility as a result of changes in the rate at which prepayments of principal occur with respect to the underlying loans. Excluding limitations on access to lending and other extraordinary economic conditions, prepayments of principal on the underlying loans can be expected to accelerate with decreases in market interest rates and diminish with increases in interest rates.

102

~~Residential mortgage-backed securities -~~ AsTable of September 30, 2015 (Successor Company), our RMBS portfolio was approximately $1.9 billion. As of December 31, 2014 (Predecessor Company), our RMBS portfolio was approximately $1.7 billion. Sequential securities receive payments in order until each class is paid off. Planned amortization class securities (“PACs”) pay down according to a schedule. Pass through securities receive principal as principal of the underlying mortgages is received.

~~The tables below include a breakdown of these holdings by type and rating as of September 30, 2015 (Successor Company)~~.

	~~Percentage of~~
	~~Residential~~
	~~Mortgage-~~ ~~Backed~~
~~Type~~	~~Securities~~
~~Sequential~~	~~36.8~~	%
~~PAC~~	~~32.3~~
~~Pass Through~~	~~8.1~~
~~Other~~	~~22.8~~
	~~100.0~~	%

	~~Percentage of~~
	~~Residential~~
	~~Mortgage-Backed~~
~~Rating~~	~~Securities~~
~~AAA~~	~~74.2~~	%
AA	~~0.1~~
A	~~0.2~~
~~BBB~~	~~0.2~~
~~Below investment grade~~	~~25.3~~
	~~100.0~~	%

Contents

~~Alt-A Collateralized Holdings~~

As of September 30, 2015 (Successor Company), we held securities with a fair value of $318.3 million, or 0.7% of invested assets, supported by collateral classified as Alt-A. As of December 31, 2014 (Predecessor Company), we held securities with a fair value of $351.6 million supported by collateral classified as Alt-A. We included in this classification certain whole loan securities where such securities had underlying mortgages with a high level of limited loan documentation. As of September 30, 2015 (Successor Company), these securities had a fair value of $119.1 million and an unrealized gain of $0.1 million.

The following ~~table includes~~tables include the percentage of our collateral ~~classified as Alt-A,~~ grouped by rating category ~~as of September 30, 2015 (Successor Company)~~:

	~~Percentage of~~
	~~Alt-A~~
~~Rating~~	~~Securities~~
A	—	%
~~BBB~~	~~0.3~~
~~Below investment grade~~	~~99.7~~
	~~100.0~~	%

~~The following tables categorize~~and categorizes the estimated fair value by year of security origination for our Prime, Non-Prime, Commercial, and ~~unrealized gain/(loss) of our mortgage-backed securities collateralized by Alt-A mortgage loans by rating as of September 30, 2015 (Successor Company):~~

~~Alt-A Collateralized Holdings~~

Estimated Fair Value of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

A

$
—

$
—

$
—

$
—

$
—

$
—

BBB

1.0

—

—

—

—

1.0

Below investment grade

317.3

—

—

—

—

317.3

Total mortgage-backed securities collateralized by Alt-A mortgage loans

$
318.3

$
—

$
—

$
—

$
—

$
318.3

Estimated Unrealized Gain (Loss) of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

A

$
—

$
—

$
—

$
—

$
—

$
—

BBB

—

—

—

—

—

—

Below investment grade

(2.5
)
—

—

—

—

(2.5
)
Total mortgage-backed securities collateralized by Alt-A mortgage loans

$
(2.5
)
$
—

$
—

$
—

$
—

$
(2.5
)

~~Sub-prime Collateralized Holdings~~

As of September 30, 2015 (Successor Company), we held securities with a total fair value of $1.5 million that were supported by collateral classified as sub-prime. As of December 31, 2014 (Predecessor Company), we held securities with a fair value of $1.7 million that were supported by collateral classified as sub-prime.

~~Prime Collateralized Holdings~~

As of September 30, 2015 (Successor Company), we had RMBS collateralized by prime mortgage loans (including agency mortgages) with a total fair value of $1.6 billion, or 3.5%, of total invested assets. As of December 31, 2014 (Predecessor Company), we held securities with a fair value of $1.4 billion of RMBS collateralized by prime mortgage loans (including agency mortgages).

~~The following table includes the percentage of our collateral classified as prime, grouped by rating category, as of September 30, 2015 (Successor Company)~~:

	~~Percentage of~~
	~~Prime~~
~~Rating~~	~~Securities~~
~~AAA~~	~~89.2~~	%
AA	~~0.1~~
A	~~0.2~~
~~BBB~~	~~0.2~~
~~Below investment grade~~	~~10.3~~
	~~100.0~~	%

The following tables categorize the estimated fair value and unrealized gain/(loss) of our mortgage-backed securities collateralized by prime mortgage loans (including agency mortgages) by rating as of September 30, 2015 (Successor Company):

~~Prime Collateralized Holdings~~

Estimated Fair Value of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

AAA

$
762.1

$
26.3

$
159.9

$
158.2

$
307.0

$
1,413.5

AA

—

—

—

1.6

—

1.6

A

3.7

—

—

—

—

3.7

BBB

3.0

—

—

—

—

3.0

Below investment grade

162.5

—

—

—

—

162.5

Total mortgage-backed securities collateralized by prime mortgage loans

$
931.3

$
26.3

$
159.9

$
159.8

$
307.0

$
1,584.3

Estimated Unrealized Gain (Loss) of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

AAA

$
7.0

$
(0.7
)
$
(3.3
)
$
(1.7
)
$
(0.6
)
$
0.7

AA

—

—

—

—

—

—

A

—

—

—

—

—

—

BBB

—

—

—

—

—

—

Below investment grade

0.3

—

—

—

—

0.3

Total mortgage-backed securities collateralized by prime mortgage loans

$
7.3

$
(0.7
)
$
(3.3
)
$
(1.7
)
$
(0.6
)
$
1.0

~~Commercial mortgage-backed securities~~ - Our CMBS portfolio consists of commercial mortgage-backed securities issued in securitization transactions. As of September 30, 2015 (Successor Company), the CMBS holdings were approximately $1.4 billion. As of December 31, 2014 (Predecessor Company), the CMBS holdings were approximately $1.3 billion.

~~The following table includes the percentages of our CMBS holdings, grouped by rating category, as of September 30, 2015 (Successor Company)~~:

	~~Percentage of~~
	~~Commercial~~
	~~Mortgage-Backed~~
~~Rating~~	~~Securities~~
~~AAA~~	~~67.2~~	%
AA	~~18.4~~
A	~~13.1~~
~~BBB~~	~~1.3~~
	~~100.0~~	%

~~The following tables categorize the estimated fair value and unrealized gain/(loss) of our CMBS as of September 30, 2015 (Successor Company):~~

~~Commercial Mortgage-Backed Securities~~

Estimated Fair Value of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

AAA

$
318.4

$
319.7

$
151.4

$
148.8

$
20.4

$
958.7

AA

63.8

43.8

30.2

60.1

65.1

263.0

A

103.0

14.6

20.5

—

48.2

186.3

BBB

18.3

—

—

—

—

18.3

Total commercial mortgage- backed securities

$
503.5

$
378.1

$
202.1

$
208.9

$
133.7

$
1,426.3

Estimated Unrealized Gain (Loss) of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

AAA

$
(2.6
)
$
(4.1
)
$
(2.7
)
$
(4.2
)
$
0.1

$
(13.5
)
AA

(0.8
)
(0.4
)
(0.7
)
(2.8
)
1.1

(3.6
)
A

(0.4
)
(0.1
)
(0.4
)
—

(0.1
)
(1.0
)
BBB

(0.1
)
—

—

—

—

(0.1
)
Total commercial mortgage- backed securities

$
(3.9
)
$
(4.6
)
$
(3.8
)
$
(7.0
)
$
1.1

$
(18.2
)

Other ~~asset-backed securities —~~ Other asset-backed securities pay down based on cash flow received from the underlying pool of assets, such as receivables on auto loans, student loans, credit cards, etc. As of September 30, 2015 (Successor Company), these holdings were approximately $1.1 billion. As of December 31, 2014 (Predecessor Company), these holdings were approximately $1.1 billion.

~~The following table includes the percentages of our other asset-backed holdings, grouped by rating category, as of September 30, 2015 (Successor Company)~~:

	~~Percentage of~~
	~~Other Asset-~~ ~~Backed~~
~~Rating~~	~~Securities~~
~~AAA~~	~~55.3~~	%
AA	~~18.1~~
A	~~14.8~~
~~BBB~~	~~0.7~~
~~Below investment grade~~	~~11.1~~
	~~100.0~~	%

~~The following tables categorize the estimated fair value and unrealized gain/(loss) of our other~~ asset-backed securities as of ~~September~~June 30, 2016 (Successor Company) and December 31, 2015 (Successor Company):

~~Other Asset-Backed Securities~~

Estimated Fair Value of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

AAA

$
491.5

$
45.0

$
18.9

$
24.7

$
11.5

$
591.6

AA

145.4

48.1

—

—

—

193.5

A

67.8

47.9

30.1

10.3

2.0

158.1

BBB

7.6

—

—

—

—

7.6

Below investment grade

119.3

—

—

—

—

119.3

Total other asset-backed securities

$
831.6

$
141.0

$
49.0

$
35.0

$
13.5

$
1,070.1

Estimated Unrealized Gain (Loss) of Security by Year of Security Origination

2011 and

Rating

Prior

2012

2013

2014

2015

Total

(Dollars In Millions)

AAA

$
(16.0
)
$
(1.0
)
$
(0.6
)
$
(0.5
)
$
0.1

$
(18.0
)
AA

(1.4
)
(0.2
)
—

—

—

(1.6
)
A

(2.8
)
—

(2.6
)
(0.1
)
—

(5.5
)
BBB

0.1

—

—

—

—

0.1

Below investment grade

(1.2
)
—

—

—

—

(1.2
)
Total other asset-backed securities

$
(21.3
)
$
(1.2
)
$
(3.2
)
$
(0.6
)
$
0.1

$
(26.2
)
.



	As of June 30, 2016 (Successor Company)
	Prime⁽¹⁾						Non-Prime⁽¹⁾						Commercial						Other asset-backed						Total
	Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized
	Value			Cost			Value			Cost			Value			Cost			Value			Cost			Value			Cost
	(Dollars In Millions)
Rating $
AAA	$	1,799.1		$	1,750.7		$	—		$	—		$	1,125.7		$	1,107.9		$	716.1		$	745.6		$	3,640.9		$	3,604.2
AA	1.2			1.2			—			—			385.8			379.6			161.6			160.9			548.6			541.7
A	3.1			3.2			—			—			230.4			227.8			390.5			392.6			624.0			623.6
BBB	2.4			2.4			2.4			2.5			12.0			12.1			25.4			25.5			42.2			42.5
Below	132.7			134.5			272.8			278.4			—			—			102.1			101.9			507.6			514.8
	$	1,938.5		$	1,892.0		$	275.2		$	280.9		$	1,753.9		$	1,727.4		$	1,395.7		$	1,426.5		$	5,363.3		$	5,326.8

Rating %
AAA	92.8		%	92.5		%	—		%	—		%	64.2		%	64.1		%	51.3		%	52.3		%	67.9		%	67.7		%
AA	0.1			0.1			—			—			22.0			22.0			11.6			11.3			10.2			10.2
A	0.2			0.2			—			—			13.1			13.2			28.0			27.5			11.6			11.7
BBB	0.1			0.1			0.9			0.9			0.7			0.7			1.8			1.8			0.8			0.8
Below	6.8			7.1			99.1			99.1			—			—			7.3			7.1			9.5			9.6
	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

Estimated Fair Value of Security by Year of Security Origination
2012 and prior	$	945.2		$	929.8		$	275.2		$	280.9		$	867.4		$	859.2		$	902.7		$	934.5		$	2,990.5		$	3,004.4
2013	151.9			148.2			—			—			238.4			236.1			116.4			117.0			506.7			501.3
2014	175.9			172.2			—			—			243.2			242.6			187.1			187.4			606.2			602.2
2015	559.9			540.0			—			—			221.2			211.2			64.4			63.9			845.5			815.1
2016	105.6			101.8			—			—			183.7			178.3			125.1			123.7			414.4			403.8
Total	$	1,938.5		$	1,892.0		$	275.2		$	280.9		$	1,753.9		$	1,727.4		$	1,395.7		$	1,426.5		$	5,363.3		$	5,326.8

(1)Included in Residential Mortgage-Backed securities.

103

Table of Contents

~~We obtained ratings~~



	As of December 31, 2015 (Successor Company)
	Prime⁽¹⁾						Non-Prime⁽¹⁾						Commercial						Other asset-backed						Total
	Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized
	Value			Cost			Value			Cost			Value			Cost			Value			Cost			Value			Cost
	(Dollars In Millions)
Rating $
AAA	$	1,585.4		$	1,589.2		$	—		$	—		$	1,002.4		$	1,033.9		$	595.2		$	608.3		$	3,183.0		$	3,231.4
AA	1.4			1.4			—			—			253.5			262.0			197.1			194.5			452.0			457.9
A	3.5			3.5			—			—			164.5			165.9			153.8			159.2			321.8			328.6
BBB	2.8			2.8			2.8			2.8			13.2			13.2			13.5			13.5			32.3			32.3
Below	152.9			153.1			303.1			306.9			—			—			112.9			113.0			568.9			573.0
	$	1,746.0		$	1,750.0		$	305.9		$	309.7		$	1,433.6		$	1,475.0		$	1,072.5		$	1,088.5		$	4,558.0		$	4,623.2

Rating %
AAA	90.8		%	90.8		%	—		%	—		%	69.9		%	70.1		%	55.5		%	55.9		%	69.8		%	69.9		%
AA	0.1			0.1			—			—			17.7			17.8			18.4			17.9			9.9			9.9
A	0.2			0.2			—			—			11.5			11.2			14.3			14.6			7.1			7.1
BBB	0.2			0.2			0.9			0.9			0.9			0.9			1.3			1.2			0.7			0.7
Below	8.7			8.7			99.1			99.1			—			—			10.5			10.4			12.5			12.4
	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

Estimated Fair Value of Security by Year of Security Origination
2011 and prior	$	894.3		$	896.2		$	305.9		$	309.7		$	480.1		$	491.0		$	826.4		$	838.0		$	2,506.7		$	2,534.9
2012	74.2			75.2			—			—			369.5			381.1			136.6			138.8			580.3			595.1
2013	157.2			160.3			—			—			198.2			203.8			48.9			49.9			404.3			414.0
2014	161.6			160.6			—			—			216.6			228.3			43.1			44.3			421.3			433.2
2015	458.7			457.7			—			—			169.2			170.8			17.5			17.5			645.4			646.0
Total	$	1,746.0		$	1,750.0		$	305.9		$	309.7		$	1,433.6		$	1,475.0		$	1,072.5		$	1,088.5		$	4,558.0		$	4,623.2

(1) Included in Residential Mortgage-Backed securities

The majority of our fixed maturities from Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Corporation (“S&P”), and/or Fitch Ratings (“Fitch”). If a fixed maturity is not rated by Moody’s, S&P, or Fitch, we use ratings from the National AssociationRMBS holdings as of Insurance Commissioners (“NAIC”), or we rate the fixed maturity based upon a comparison of the unrated issue to rated issues of the same issuer or rated issues of other issuers with similar risk characteristics. As of SeptemberJune 30, ~~2015~~2016 (Successor Company)~~, 98.3% of our fixed maturities~~ were ~~rated by Moody’s, S&P, Fitch, and/~~super senior or ~~the NAIC.~~

~~The industry segment composition of our fixed maturity securities is presented~~senior bonds in the capital structure. Our total non-agency portfolio has a weighted-average life of 4.89 years. The following table:

Successor

Predecessor

Company

Company

As of

% Fair

As of

% Fair

September 30, 2015

Value

December 31, 2014

Value

(Dollars In Thousands)

(Dollars In Thousands)

Banking

$
3,290,261

9.1
%

$
2,933,212

7.9
%
Other finance

431,016

1.2

666,403

1.8

Electric

3,778,300

10.4

4,062,991

10.9

Energy and natural gas

4,238,112

11.7

4,598,633

12.4

Insurance

2,908,400

8.0

2,972,363

8.0

Communications

1,380,846

3.8

1,504,581

4.0

Basic industrial

1,605,213

4.4

1,764,175

4.7

Consumer noncyclical

3,009,863

8.3

3,247,522

8.7

Consumer cyclical

1,676,230

4.6

1,989,115

5.3

Finance companies

173,335

0.5

242,081

0.7

Capital goods

1,394,042

3.8

1,371,046

3.7

Transportation

965,106

2.7

995,112

2.7

Other industrial

303,831

0.8

338,285

0.9

Brokerage

473,576

1.3

607,445

1.6

Technology

1,259,410

3.5

1,079,840

2.9

Real estate

190,127

0.5

246,712

0.7

Other utility

230,669

0.6

238,088

0.6

Commercial mortgage-backed securities

1,426,303

3.9

1,328,363

3.6

Other asset-backed securities

1,070,104

3.0

1,113,955

3.0

Residential mortgage-backed non-agency securities

960,223

2.7

779,612

2.1

Residential mortgage-backed agency securities

943,879

2.6

926,760

2.5

U.S. government-related securities

1,858,777

5.1

1,679,356

4.5

Other government-related securities

78,411

0.2

77,204

0.2

State, municipals, and political divisions

1,924,458

5.3

2,013,135

5.4

Preferred stock

69,037

0.2

—

—

Other

579,329

1.8

435,000

1.2

Total

$
36,218,858

100.0
%

$
37,210,989

100.0
%

~~The preferred stock shown above~~ categorizes the weighted-average life for our non-agency portfolio, by category of material holdings, as of ~~September~~June 30, ~~2015~~2016 (Successor Company) ~~is included in the equity securities total as of December 31, 2014 (Predecessor Company).~~



		Weighted-Average
Non-agency portfolio		Life

Prime		5.13
Alt-A		3.72
Sub-prime		3.26

Our investments classified as available-for-sale and trading in debt and equity securities are reported at fair value. Our investments classified as held-to-maturity are reported at amortized cost. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), our fixed maturity investments (bonds and redeemable preferred stocks) had a fair value of ~~$36.2~~$41.6 billion, which was ~~6.2%~~1.4% below amortized cost of ~~$38.6~~$42.2 billion. These assets are invested for terms approximately corresponding to anticipated future benefit payments. Thus, market fluctuations are not expected to adversely affect ~~liquidity~~.

liquidity.

Fair values for private, non-traded securities are determined as follows: 1) we obtain estimates from independent pricing services and 2) we estimate fair value based upon a comparison to quoted issues of the same issuer

or issues of other issuers with similar terms and risk characteristics. We analyze the independent pricing services valuation methodologies and related inputs, including an assessment of the observability of market inputs. Upon obtaining this information related to fair value, management makes a determination as to the appropriate valuation amount.

104

Table of Contents

Mortgage Loans

We invest a portion of our investment portfolio in commercial mortgage loans. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), our mortgage loan holdings were approximately $5.7 billion. We have specialized in making loans on either credit-oriented commercial properties or credit-anchored strip shopping centers and apartments. Our underwriting procedures relative to our commercial loan portfolio are based, in our view, on a conservative and disciplined approach. We concentrate on a small number of commercial real estate asset types associated with the necessities of life (retail, multi-family, senior living, professional office buildings, and warehouses). We believe that these asset types tend to weather economic downturns better than other commercial asset classes in which we have chosen not to participate. We believe this disciplined approach has helped to maintain a relatively low delinquency and foreclosure rate throughout our history. The majority of our mortgage loans portfolio was underwritten and funded by us. From time to time, we may acquire loans in conjunction with an acquisition.

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

thereafter.

We ~~also~~ offer a type of commercial mortgage loan under which we will permit a loan-to-value ratio of up to 85% in exchange for a participating interest in the cash flows from the underlying real estate. As of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company), approximately ~~$562.6~~$522.8 million and ~~$553.6~~$449.2 million, respectively, of our total mortgage loans ~~had~~principal balance have this participation feature. Cash flows received as a result of this participation feature are recorded as interest income. During the three and six months ended ~~September~~June 30, 2016 (Successor Company), the three months ended June 30, 2015 (Successor Company), the period of February 1, 2015 to ~~September~~June 30, 2015 (Successor Company), ~~the period of~~and January 1, 2015 to January 31, 2015 (Predecessor Company), ~~and for the three and nine months ended September 30, 2014 (Predecessor Company),~~ we recognized $5.7 million, $12.5 million, $3.3 million, ~~$8.4~~$5.1 million, and $0.1 million, ~~$8.0 million, and $13.8 million~~respectively, of participating mortgage loan ~~income, respectively.~~

income.

We record mortgage loans net of an allowance for credit losses. This allowance is calculated through analysis of specific loans that have indicators of potential impairment based on current information and events. As of ~~September~~June 30, ~~2015~~2016 (Successor Company) ~~and December 31, 2014 (Predecessor Company), our allowance~~there were $3.9 million of allowances for mortgage loan credit losses ~~was $2.0 million~~ and ~~$5.7 million, respectively.~~as of December 31, 2015 (Successor Company), there were no allowances for mortgage loan credit losses. While our mortgage loans do not have quoted market values, as of ~~September~~June 30, ~~2015~~2016 (Successor Company), we estimated the fair value of our mortgage loans to be ~~$5.6~~$5.7 billion (using an internal fair value model which calculates the value of most loans by using the loan's discounted cash flows ~~from~~to the ~~next~~loan's call or maturity date), which was approximately ~~2.4%~~0.2% less than the amortized cost, less any related loan loss reserve.

At the time of origination, our mortgage lending criteria targets that the loan-to-value ratio on each mortgage is 75% or less. We target projected rental payments from credit anchors (i.e., excluding rental payments from smaller local tenants) of 70% of the property’s projected operating expenses and debt service.

~~September 30, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company),~~ we ~~entered~~did not enter into certain mortgage loan transactions that were accounted for as troubled debt restructurings under Topic 310 of the FASB ASC. For all mortgage loans, the impact of troubled debt restructurings is generally reflected in our investment balance and in the allowance for mortgage loan credit losses. ~~Transactions accounted for as~~If we had troubled debt restructurings, ~~during the period of February 1, 2015 to September 30, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company) included~~these transactions would include either the acceptance of assets in satisfaction of principal during the respective periods or at a future date, and were the result of agreements between the creditor and the debtor. During the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company), we ~~accepted~~did not accept or ~~agreed~~agree to accept assets ~~of $12.1 million~~ in satisfaction of ~~$15.2 million~~principal. As of ~~principal and for the period of January 1, 2015 to January 31, 2015 (Predecessor~~June 30, 2016 (Successor Company), we accepted or agreed to accept assets of $11.3 million in satisfaction of $13.8 million of principal. These transactions resulted in no material realized losses in our investment in mortgage loans net of existing allowances for mortgage loans losses for the period of February 1, 2015 to September 30, 2015 (Successor Company). Of thedid not have any mortgage loan transactions accounted for as troubled debt ~~restructurings, none remain on our balance sheet as of September 30, 2015 (Successor Company).~~

restructurings.

Our mortgage loan portfolio consists of two categories of loans: 1) those not subject to a pooling and servicing agreement and 2) those subject to a contractual pooling and servicing agreement. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), ~~$7.3~~$1.0 million of mortgage loans not subject to a pooling and servicing agreement were nonperforming mortgage loans, ~~and/~~restructured, or ~~restructured~~mortgage loans ~~since February 1, 2015 (Successor Company). None of the restructured loans~~that were ~~nonperforming during the periods of February 1, 2015~~foreclosed and were converted to ~~September 30, 2015 (Successor Company) and January 1, 2015 to January 31, 2015 (Predecessor Company).~~real estate properties. We did not foreclose on any nonperforming loans not subject to a pooling and servicing agreement during the ~~periods of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company) ~~and January 1, 2015 to January 31, 2015 (Predecessor Company)~~.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), none of the loans subject to a pooling and servicing agreement were nonperforming or restructured. We did not foreclose on any nonperforming loans subject to a pooling and servicing agreement during the ~~periods of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company) ~~and January 1, 2015 to January 31, 2015 (Predecessor Company)~~.

We do not expect these investments to adversely affect our liquidity or ability to maintain proper matching of assets and liabilities.

105

Table of Contents

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

Risk Management and Impairment Review

We monitor the overall credit quality of our portfolio within established guidelines. The following table includes our available-for-sale fixed maturities by credit rating as of ~~September~~June 30, ~~2015~~2016 (Successor Company):

Percent of

Rating

Fair Value

Fair Value

(Dollars In Thousands)

AAA

$
4,531,677

13.8
%
AA

2,480,024

7.5

A

10,719,529

32.6

BBB

13,669,254

41.5

Investment grade

31,400,484

95.4

BB

1,104,024

3.4

B

89,962

0.3

CCC or lower

334,418

0.9

Below investment grade

1,528,404

4.6

Total

$
32,928,888

100.0
%



			Percent of
Rating	Fair Value		Fair Value
	(Dollars In Thousands)
AAA	$	4,960,685	13.8	%
AA	2,962,871		8.2
A	12,192,564		33.8
BBB	14,148,830		39.4
Investment grade	34,264,950		95.2
BB	1,118,011		3.1
B	381,445		0.8
CCC or lower	298,028		0.9
Below investment grade	1,797,484		4.8
Total	$	36,062,434	100.0	%

Not included in the table above are ~~$2.4~~$2.5 billion of investment grade and ~~$302.1~~$270.8 million of below investment grade fixed maturities classified as trading securities and ~~$579.3 million~~$2.8 billion of fixed maturities classified as held-to-maturity.

Limiting bond exposure to any creditor group is another way we manage credit risk. We held no credit default swaps on the positions listed below as of ~~September~~June 30, ~~2015~~2016 (Successor Company). The following table summarizes our ten largest maturity exposures to an individual creditor group as of ~~September~~June 30, ~~2015~~2016 (Successor Company):

Fair Value of

Funded

Unfunded

Total

Creditor

Securities

Exposures

Fair Value

(Dollars In Millions)

Federal National Mortgage Association

$
213.6

$
—

$
213.6

Berkshire Hathaway Inc.

207.1

—

207.1

AT&T

202.7

—

202.7

Wells Fargo & Co.

200.5

2.2

202.7

Duke Electric Corp

182.1

—

182.1

JP Morgan Chase & Co.

156.8

24.2

181.0

Bank of America Corp

178.0

0.9

178.9

General Electric

173.3

—

173.3

Comcast Crop.

171.1

—

171.1

Nextera Energy Inc.

165.0

—

165.0



	Fair Value of
	Funded		Unfunded		Total
Creditor	Securities		Exposures		Fair Value
	(Dollars In Millions)
Exelon Corp	$	235.3	$	—	$	235.3
AT&T Inc	215.9		—		215.9
Wells Fargo & Co.	207.7		—		207.7
Berkshire Hathaway Inc	196.3		—		196.3
Duke Energy Corp	191.8		—		191.8
JP Morgan Chase and Company	166.3		21.9		188.2
Comcast Corp	182.2		—		182.2
Bank of America Corp	179.7		0.1		179.8
Goldman Sachs Group	175.4		—		175.4
Morgan Stanley	168.1		—		168.1
Total	$	1,918.7	$	22.0	$	1,940.7

Determining whether a decline in the current fair value of invested assets is an other-than-temporary decline in value is both objective and subjective, and can involve a variety of assumptions and estimates, particularly for investments that are not actively traded in established markets. We review our positions on a monthly basis for possible credit concerns and review our current exposure, credit enhancement, and delinquency experience.

Management considers a number of factors when determining the impairment status of individual securities. These include the economic condition of various industry segments and geographic locations and other areas of identified risks. Since it is possible for the impairment of one investment to affect other investments, we engage in ongoing risk management to safeguard against and limit any further risk to our investment portfolio. Special attention is given to correlative risks within specific industries, related parties, and business markets.

106

Table of Contents

For certain securitized financial assets with contractual cash flows, including RMBS, CMBS, and other asset-backed securities (collectively referred to as asset-backed securities or “ABS”), GAAP requires us to periodically update our best estimate of cash flows over the life of the security. If the fair value of a securitized financial asset is less than its cost or amortized cost and there has been a decrease in the present value of the expected cash flows since the last revised estimate, considering both timing and amount, an other-than-temporary impairment charge is recognized. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral. Projections of expected future cash flows may change based upon new information regarding the performance of the underlying collateral. In addition, we consider our intent and ability to retain a temporarily depressed security until recovery.

Securities in an unrealized loss position are reviewed at least quarterly to determine if an other-than-temporary impairment is present based on certain quantitative and qualitative factors. We consider a number of factors in determining whether the impairment is other-than-temporary. These include, but are not limited to: 1) actions taken by rating agencies, 2) default by the issuer, 3) the significance of the decline, 4) an assessment of our intent to sell the security (including a more likely than not assessment of whether we will be required to sell the security) before recovering the security’s amortized cost, 5) the time period during which the decline has occurred, 6) an economic analysis of the issuer’s industry, and 7) the financial strength, liquidity, and recoverability of the issuer. Management performs a security-by-security review each quarter in evaluating the need for any other-than-temporary impairments. Although no set formula is used in this process, the investment performance, collateral position, and continued viability of the issuer are significant measures considered, along with an analysis regarding our expectations for recovery of the security’s entire amortized cost basis through the receipt of future cash flows. Based on our analysis, for the three and six months ended ~~September~~June 30, ~~2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015~~2016 (Successor Company), we concluded that approximately ~~$10.1~~$1.0 million and ~~$15.8~~$3.6 million, respectively, of investment securities in an unrealized loss position were other-than-temporarily impaired, due to credit related factors, resulting in a charge to earnings. Additionally, we recognized ~~$4.8~~$4.6 million and ~~$12.5~~$4.8 million of non-credit losses ~~previously recorded~~ in other comprehensive income (loss) ~~that were recorded in earnings. For the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, we concluded that approximately $0.5 million of investment securities in an unrealized loss position were other-than-temporarily impaired, due to credit-related factors, resulting in a charge to earnings. The $0.5 million of credit losses included $0.1 million of non-credit losses previously recorded in other comprehensive income.

respectively.

There are certain risks and uncertainties associated with determining whether declines in fair values are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions, commission of fraud, and legislative actions. We continuously monitor these factors as they relate to the investment portfolio in determining the status of each investment.

During ~~2014~~2015 and ~~2015,~~2016, the energy and natural gas sector experienced increased volatility due to the decline in oil prices. A prolonged decline in oil prices could have a broad economic impact and put financial stress on companies in this sector. We continue to monitor our exposure to companies within and exposed to this sector closely. Our current exposure is predominantly with investment grade securities of companies with ample liquidity to weather a prolonged decline in oil prices. Many of these companies have displayed financial discipline by reducing capital expenditures to conserve cash and maintain their credit ratings.

For the six months ended June 30, 2016 (Successor Company), we concluded that certain investment securities within the energy and natural gas sector that were in an unrealized loss position were other-than-temporarily impaired due to credit related factors, resulting in a $2.6 million impairment recognized in net income. We did not recognized an other-than-temporary impairment for the three months ended June 30, 2016 (Successor Company).

The energy and natural gas sector securities as of June 30, 2016 (Successor Company) are presented in the following tables.



Energy and Natural Gas
	Fair Value		Amortized Cost		Unrealized Loss			% Unrealized Loss
	(Dollars In Thousands)
Midstream	$	1,691,586	$	1,822,302	$	(130,716	)	48.9	%
Integrated	790,380		818,448		(28,068		)	10.5
Distributors	703,367		728,756		(25,389		)	9.5
Independent	550,774		575,452		(24,678		)	9.2
Oil Field Services	516,861		565,358		(48,497		)	18.2
Refining	169,184		178,900		(9,716		)	3.7
Total	$	4,422,152	$	4,689,216	$	(267,064	)	100.0	%

107

Table of Contents



Energy and Natural Gas
Rating	Issuer Type	Fair Value		Amortized Cost		Unrealized Loss			% Unrealized Loss
		(Dollars In Thousands)
AAA/AA/A	Distributors	$	364,181	$	366,546	$	(2,365	)	0.9	%
	Independent	80,209		76,888		3,321			(1.2	)
	Integrated	321,860		325,705		(3,845		)	1.4
	Midstream	175,568		182,809		(7,241		)	2.7
	Oil Field Services	159,578		159,916		(338		)	0.1

BBB	Distributors	314,457		335,065		(20,608		)	7.7
	Independent	417,910		447,707		(29,797		)	11.2
	Integrated	337,183		358,326		(21,143		)	7.9
	Midstream	1,358,188		1,470,460		(112,272		)	42.0
	Oil Field Services	142,308		147,503		(5,195		)	1.9
	Refining	158,976		168,526		(9,550		)	3.6
Total investment grade		3,830,418		4,039,451		(209,033		)	78.2

Below investment grade	Distributors	24,729		27,145		(2,416		)	0.9
	Independent	52,655		50,857		1,798			(0.7	)
	Integrated	131,337		134,417		(3,080		)	1.2
	Midstream	157,830		169,033		(11,203		)	4.2
	Oil Field Services	214,975		257,939		(42,964		)	16.1
	Refining	10,208		10,374		(166		)	0.1
Total below investment grade		591,734		649,765		(58,031		)	21.8
Total energy and natural gas		$	4,422,152	$	4,689,216	$	(267,064	)	100.0	%

During 2015, the metals and mining sector (a sub-sector of the basic industrial sector) experienced increased volatility due to the decline in precious and base metal prices. A prolonged decline in these prices could have a broad economic impact and put financial stress on companies in this sector. We continue to monitor our exposure to companies within and exposed to this sector closely. Our current exposure is predominantly with investment grade securities of companies with ample liquidity to weather a prolonged decline in these prices. Many of these companies have displayed financial discipline by reducing capital expenditures and reducing dividends to conserve cash and maintain their credit ratings. As

The basic industrial sector securities as of ~~September~~June 30, ~~2015~~2016 (Successor Company)~~, we concluded that certain investment securities~~ are presented in ~~an unrealized loss position were other-than-temporarily impaired due to credit related factors, resulting in a $14.8 million impairment recognized in net income.~~

the following tables:



Basic Industrial
	Fair Value		Amortized Cost		Unrealized Loss			% Unrealized Loss
	(Dollars In Thousands)
Chemicals	$	761,260	$	792,956	$	(31,696	)	37.1	%
Metals and Mining	731,087		761,654		(30,567		)	58.6
Paper	131,284		133,624		(2,340		)	4.3
Total	$	1,623,631	$	1,688,234	$	(64,603	)	100.0	%

108

Table of Contents



Basic Industrial
Rating	Issuer Type	Fair Value		Amortized Cost		Unrealized Loss			% Unrealized Loss
		(Dollars In Thousands)
AAA/AA/A	Chemicals	$	265,121	$	273,873	$	(8,752	)	13.5	%
	Metals and Mining	225,054		232,184		(7,130		)	11.1

BBB	Chemicals	494,203		516,649		(22,446		)	34.8
	Metals and Mining	221,825		233,485		(11,660		)	18.0
	Paper	131,284		133,624		(2,340		)	3.6
Total investment grade		1,337,487		1,389,815		(52,328		)	81.0

Below investment grade	Chemicals	1,936		2,434		(498		)	0.8
	Metals and Mining	284,208		295,985		(11,777		)	18.2
Total below investment grade		286,144		298,419		(12,275		)	19.0
Total basic industrial		$	1,623,631	$	1,688,234	$	(64,603	)	100.0	%

We have deposits with certain financial institutions which exceed federally insured limits. We have reviewed the creditworthiness of these financial institutions and believe that there is minimal risk of a material loss.

Certain European countries have experienced varying degrees of financial stress. Risks from the debt crisis in Europe could continue to disrupt the financial markets, which could have a detrimental impact on global economic conditions and on sovereign and non-sovereign obligations. There remains considerable uncertainty as to future developments in the European debt crisis and the impact on financial ~~markets~~.

markets.

The chart shown below includes our non-sovereign fair value exposures in these countries as of ~~September~~June 30, ~~2015~~2016 (Successor Company). As ~~September~~of June 30, ~~2015~~2016 (Successor Company), we had no unfunded exposure and had no direct sovereign fair value exposure.

Total Gross

Non-sovereign Debt

Funded

Financial Instrument and Country

Financial

Non-financial

Exposure

(Dollars In Millions)

Securities:

United Kingdom

$
515.3

$
790.9

$
1,306.2

Netherlands

162.4

188.3

350.7

Switzerland

175.6

149.1

324.7

France

106.4

199.4

305.8

Germany

115.8

115.2

231.0

Spain

23.5

203.5

227.0

Sweden

130.6

32.2

162.8

Norway

12.2

91.5

103.7

Italy

—

94.0

94.0

Belgium

—

90.2

90.2

Ireland

11.2

57.3

68.5

Luxembourg

—

49.0

49.0

Portugal

—

15.6

15.6

Denmark

13.6

—

13.6

Total securities

1,266.6

2,076.2

3,342.8

Derivatives:

Germany

38.4

—

38.4

United Kingdom

35.5

—

35.5

Switzerland

12.1

—

12.1

France

5.1

—

5.1

Total derivatives

91.1

—

91.1

Total securities

$
1,357.7

$
2,076.2

$
3,433.9



					Total Gross
	Non-sovereign Debt				Funded
Financial Instrument and Country	Financial		Non-financial		Exposure
	(Dollars In Millions)
Securities:
United Kingdom	$	538.1	$	902.8	$	1,440.9
Netherlands	166.3		252.2		418.5
Switzerland	191.0		164.2		355.2
France	105.5		207.5		313.0
Spain	22.9		230.1		253.0
Germany	156.0		83.8		239.8
Belgium	—		174.0		174.0
Sweden	131.6		34.0		165.6
Italy	42.3		95.5		137.8
Norway	—		101.3		101.3
Ireland	11.4		58.7		70.1
Luxembourg	—		55.9		55.9
Total securities	1,365.1		2,360.0		3,725.1
Derivatives:
Germany	70.0		—		70.0
United Kingdom	32.0		—		32.0
Switzerland	22.8		—		22.8
France	4.2		—		4.2
Total derivatives	129.0		—		129.0
Total securities	$	1,494.1	$	2,360.0	$	3,854.1

109

Table of Contents

Realized Gains and Losses

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

Successor

Predecessor

Company

Company

For The Three

February 1, 2015

January 1, 2015

For The Three

For The Nine

Months Ended

to

to

Months Ended

Months Ended

September 30, 2015

September 30, 2015

January 31, 2015

September 30, 2014

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Fixed maturity gains - sales

$
663

$
7,561

$
6,920

$
22,586

$
50,650

Fixed maturity losses - sales

(1,967
)
(5,153
)

(29
)
(257
)
(753
)
Equity gains - sales

51

95

—

1,298

1,298

Equity losses - sales

—

(23
)

—

—

—

Impairments on fixed maturity securities

(10,064
)
(15,798
)

(481
)
(2,354
)
(5,405
)
Impairments on equity securities

—

—

—

—

—

Modco trading portfolio

8,377

(133,524
)

73,062

(17,225
)
110,067

Other

(1,776
)
(1,001
)

1,200

(5,208
)
(7,806
)
Total realized gains (losses) - investments

$
(4,716
)
$
(147,843
)

$
80,672

$
(1,160
)
$
148,051

Derivatives related to VA contracts:

Interest rate futures - VA

$
12,140

$
(2,091
)

$
1,413

$
1,979

$
12,777

Equity futures - VA

40,951

3,215

9,221

861

(9,049
)
Currency futures - VA

4,000

1,428

7,778

10,185

6,020

Variance swaps - VA

—

—

—

1,570

(1,103
)
Equity options - VA

33,519

8,195

3,047

2,050

(31,240
)
Interest rate swaptions - VA

(3,618
)
(12,399
)

9,268

(2,812
)
(17,213
)
Interest rate swaps - VA

101,808

(74,150
)

122,710

22,011

124,548

Embedded derivative - GMWB

(253,630
)
(7,713
)

(207,018
)
(51,429
)
(181,105
)
Total derivatives related to VA contracts

(64,830
)
(83,515
)

(53,581
)
(15,585
)
(96,365
)
Derivatives related to FIA contracts:

Embedded derivative - FIA

11,328

9,035

1,769

(2,462
)
(9,036
)
Equity futures - FIA

709

1,016

(184
)
117

1,067

Volatility futures - FIA

(24
)
6

—

(4
)
4

Equity options - FIA

(12,099
)
(6,499
)

(2,617
)
1,099

5,077

Total derivatives related to FIA contracts

(86
)
3,558

(1,032
)
(1,250
)
(2,888
)
Derivatives related to IUL contracts:

Embedded derivative - IUL

1,287

3,082

(486
)
347

62

Equity futures - IUL

17

39

3

16

16

Equity options - IUL

(1,110
)
(1,048
)

(115
)
(24
)
(24
)
Total derivatives related to IUL contracts

194

2,073

(598
)
339

54

Embedded derivative - Modco reinsurance treaties

(9,817
)
131,505

(68,026
)
20,426

(91,945
)
Other derivatives

(51
)
33

(37
)
(149
)
(351
)
Total realized gains (losses) - derivatives

$
(74,590
)
$
53,654

$
(123,274
)
$
3,781

$
(191,495
)



	Successor Company												Predecessor Company
	For The Three Months Ended June 30, 2016			For The Three Months Ended June 30, 2015			For The Six Months Ended June 30, 2016			February 1, 2015 to June 30, 2015			January 1, 2015 to January 31, 2015
	(Dollars In Thousands)												(Dollars In Thousands)
Fixed maturity gains - sales	$	18,550		$	5,391		$	27,480		$	6,898		$	6,920
Fixed maturity losses - sales	(1,820		)	(2,052		)	(5,029		)	(3,186		)	(29		)
Equity gains - sales	202			44			320			44			—
Equity losses - sales	—			(23		)	(284		)	(23		)	—
Impairments on corporate securities	(964		)	(5,734		)	(3,581		)	(5,734		)	(481		)
Modco trading portfolio	76,201			(108,741		)	154,355			(141,901		)	73,062
Other	(4,353		)	3,044			(6,334		)	775			1,200
Total realized gains (losses) - investments	$	87,816		$	(108,071	)	$	166,927		$	(143,127	)	$	80,672
Derivatives related to VA contracts:
Interest rate futures - VA	$	31,266		$	(14,183	)	$	69,067		$	(14,231	)	$	1,413
Equity futures - VA	(21,328		)	(5,267		)	(24,556		)	(37,736		)	9,221
Currency futures - VA	11,112			(8,709		)	4,954			(2,572		)	7,778
Equity options - VA	(3,232		)	(3,550		)	13,072			(25,324		)	3,047
Interest rate swaptions - VA	(749		)	2,547			(2,983		)	(8,781		)	9,268
Interest rate swaps - VA	81,554			(121,167		)	207,147			(175,958		)	122,710
Embedded derivative - GMWB	(161,402		)	132,657			(337,253		)	245,917			(207,018		)
Total derivatives related to VA contracts	(62,779		)	(17,672		)	(70,552		)	(18,685		)	(53,581		)
Derivatives related to FIA contracts:
Embedded derivative - FIA	710			290			(1,452		)	(2,293		)	1,769
Equity futures - FIA	651			123			2,033			307			(184		)
Volatility futures - FIA	—			25			—			29			—
Equity options - FIA	735			1,226			(4,827		)	5,601			(2,617		)
Total derivatives related to FIA contracts	2,096			1,664			(4,246		)	3,644			(1,032		)
Derivatives related to IUL contracts:
Embedded derivative - IUL	(96		)	1,538			(834		)	1,795			(486		)
Equity futures - IUL	47			9			(172		)	23			3
Equity options - IUL	241			(78		)	214			62			(115		)
Total derivatives related to IUL contracts	192			1,469			(792		)	1,880			(598		)
Embedded derivative - Modco reinsurance treaties	(22,820		)	109,131			(81,175		)	141,322			(68,026		)
Other derivatives	(55		)	11			(100		)	83			(37		)
Total realized gains (losses) - derivatives	$	(83,366	)	$	94,603		$	(156,865	)	$	128,244		$	(123,274	)

Realized gains and losses on investments reflect portfolio management activities designed to maintain proper matching of assets and liabilities and to enhance long-term investment portfolio performance. The change in net realized investment gains (losses), excluding impairments and Modco trading portfolio activity during the ~~period of February 1, 2015 to September~~three and six months ended June 30, ~~2015~~2016 (Successor ~~Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company), primarily reflects the normal operation of our asset/liability program within the context of the changing interest rate and spread environment, as well as tax planning strategies designed to utilize capital loss ~~carryforwards~~.

carryforwards.

Realized losses are comprised of both write-downs of other-than-temporary impairments and actual sales of investments. For the three and six months ended ~~September~~June 30, ~~2015~~2016 (Successor Company) ~~and for the period of February 1, 2015 to September 30, 2015 (Successor Company),~~ we concluded that approximately ~~$10.1~~$1.0 million and ~~$15.8~~$3.6 million, respectively, of investment securities in an unrealized loss position were other-than-temporarily impaired, due to credit related factors, resulting in a charge to earnings. Additionally, ~~$4.8~~$4.6 million and ~~$12.5~~$4.8 million of non-credit losses was recorded in other comprehensive income (loss). , respectively.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), we recognized pre-tax other-than-temporary impairments of $0.5 million due to credit-related factors, resulting in a charge to earnings. Of the credit losses, $0.1 million were non-credit losses previously recorded in other comprehensive income. ~~For the three and nine months ended September 30, 2014 (Predecessor Company), we recognized pre-tax other-than-temporary impairments~~

110

Table of ~~$2.3 million and $5.4 million, respectively.~~ Contents

These other-than-temporary impairments resulted from our analysis of circumstances and our belief that credit events, loss severity, changes in credit enhancement, and/or other adverse conditions of the respective issuers have caused, or will lead to, a deficiency in the contractual cash flows related to these investments. These other-than-temporary impairments, net of Modco recoveries, are presented in the chart ~~below~~:

Successor

Predecessor

Company

Company

February 1, 2015

For The Nine

For The Three

to

January 1, 2015

For The Three

Months Ended

Months Ended
September 30, 2015

September 30,
2015

to
January 31, 2015

Months Ended
September 30, 2014

September 30,
2014

(Dollars In Millions)

(Dollars In Millions)

Alt-A MBS

$
—

$
—

$
0.3

$
0.8

$
2.8

Other MBS

—

0.1

0.2

0.7

1.8

Corporate securities

9.9

15.5

—

—

—

Other

0.2

0.2

—

0.8

0.8

Total

$
10.1

$
15.8

$
0.5

$
2.3

$
5.4

below:



	Successor Company								Predecessor Company
	For The Three Months Ended June 30, 2016		For The Three Months Ended June 30, 2015		For The Six Months Ended June 30, 2016		February 1, 2015 to June 30, 2015		January 1, 2015 to January 31, 2015
	(Dollars In Millions)								(Dollars In Millions)
Alt-A MBS	$	—	$	—	$	—	$	—	$	0.3
Other MBS	—		0.1		—		0.1		0.2
Corporate securities	1.0		5.6		3.6		5.6		—
Total	$	1.0	$	5.7	$	3.6	$	5.7	$	0.5

As previously discussed, management considers several factors when determining other-than-temporary impairments. Although we purchase securities with the intent to hold them until maturity, we may change our position as a result of a change in circumstances. Any such decision is consistent with our classification of all but a specific portion of our investment portfolio as available-for-sale. For the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor ~~Company) and for the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company), we sold securities in an unrealized loss position with a fair value of ~~$83.9 million and $0.4 million, respectively.~~$60.6 million. For such securities, the proceeds, realized loss, and total time period that the security had been in an unrealized loss position are presented in the table below for the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company) ~~and for the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~:

~~Successor Company~~

Proceeds

% Proceeds

Realized Loss

% Realized Loss

(Dollars In Thousands)

<= 90 days

$
20,682

24.6
%
$
(1,135
)
21.9
%
>90 days but <= 180 days

28,644

34.1

(2,074
)
40.1
��
>180 days but <= 270 days

34,591

41.3

(1,967
)
38.0

>270 days but <= 1 year

—

—

—

—

>1 year

—

—

—

—

Total

$
83,917

100.0
%
$
(5,176
)
100.0
%

~~Predecessor Company~~

Proceeds

% Proceeds

Realized Loss

% Realized Loss

(Dollars In Thousands)

<= 90 days

$
87

20.1
%
$
(6
)
20.8
%
>90 days but <= 180 days

—

—

—

—

>180 days but <= 270 days

—

—

—

—

>270 days but <= 1 year

4

0.9

—

1.5

>1 year

344

79.0

(23
)
77.7

Total

$
435

100.0
%
$
(29
)
100.0
%



	Proceeds		% Proceeds		Realized Loss			% Realized Loss
	(Dollars In Thousands)
<= 90 days	$	53,566	88.4	%	$	(3,375	)	63.5	%
>90 days but <= 180 days	1,846		3.0		(364		)	6.9
>180 days but <= 270 days	1,211		2.0		(590		)	11.1
>270 days but <= 1 year	1,476		2.4		(325		)	6.1
>1 year	2,483		4.2		(659		)	12.4
Total	$	60,582	100.0	%	$	(5,313	)	100.0	%

For the three and six months ended ~~September~~June 30, ~~2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015~~2016 (Successor Company) we sold securities in an unrealized loss position with a fair value (proceeds) of ~~$34.6~~$6.9 million and ~~$83.9~~$60.6 million, respectively. The ~~loss~~losses realized on the sale of these securities ~~was $2.0~~were $1.8 million and ~~$5.2~~$5.3 million, ~~for the three months ended September 30, 2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015 (Successor Company).~~respectively. We made the decision to exit these holdings in conjunction with our overall asset liability management process.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), we sold securities in an unrealized loss position with a fair value (proceeds) of $0.4 million. We had an immaterial loss for the period of January 1, 2015 to January 31, 2015 (Predecessor Company). We made the decision to exit these holdings in conjunction with our overall asset liability management process.

For the three and six months ended ~~September~~June 30, ~~2015~~2016 (Successor ~~Company), the period of February 1, 2015 to September 30, 2015 (Successor Company), and for the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company), we sold securities in an unrealized gain position with a fair value of ~~$94.8 million, $809.9~~$513.5 million and ~~$172.6~~$822.8 million, respectively. The ~~gain~~gains realized on the sale of these securities ~~was $0.7 million, $7.7~~were $18.8 million and ~~$6.9~~$27.8 million, respectively.

The ~~$1.7~~$4.3 million of other realized losses recognized for the three months ended ~~September~~June 30, ~~2015~~2016 (Successor Company), consisted of ~~realized losses related to mortgage loans of $0.4 million,~~ an increase in mortgage

loan reserves of ~~$1.5~~$2.0 million, partnership ~~gains~~losses of ~~$0.1~~$2.4 million, and ~~other~~real estate realized gains of $0.1 million.

The ~~$1.0~~$6.3 million of other realized losses recognized for the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company), ~~primarily~~ consisted of realized ~~losses~~gains related to mortgage loans ~~and a decrease~~of $0.3 million, an increase in ~~mortgage loan reserves.~~

~~The $1.2 million of other realized gains recognized for the period of January 1, 2015 to January 31, 2015 (Predecessor Company), primarily consisted of a decrease in the~~ mortgage loan reserves of ~~$2.3~~$3.9 million, ~~mortgage loan losses of $1.0 million, and~~ partnership losses of ~~$0.1~~$2.5 million, and real estate realized losses of $0.2 million.

For the three and six months ended ~~September~~June 30, ~~2015 (Successor Company) and for the period of February 1, 2015 to September 30, 2015~~2016 (Successor Company) net gains of ~~$8.4~~$76.2 million and ~~net losses of $133.5~~$154.4 million, respectively, primarily related to changes in fair value on our Modco trading portfolios were included in realized gains and losses. Of ~~this amount,~~the $154.4 million for the six months ended June 30, 2016 (Successor Company), approximately ~~$1.1~~$2.0 million of losses ~~and $3.4 million of losses, respectively,~~ were realized through the sale of certain securities, which will be reimbursed to our reinsurance partners over time through the reinsurance settlement process for this block of business.

For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), net gains of $73.1 million primarily related to changes in fair value on our Modco trading portfolios were included in realized gains and losses. Of this amount, approximately $1.3 million of gains were realized through the sale of certain securities, which will be reimbursed to our reinsurance partners over time through the reinsurance settlement process for this block of business.

The Modco embedded derivative associated with the trading portfolios had realized pre-tax losses of ~~$9.8~~$22.8 million and ~~pre-tax gains of $131.5~~$81.2 million, respectively, during the three and six months ended ~~September~~June 30, ~~2015 (Successor Company) and during the period of February 1, 2015 to September 30, 2015~~2016 (Successor Company). The losses during the three months ended ~~September~~June 30, ~~2015~~2016 (Successor Company) were due to lower treasury ~~yields and the gains during the period of February 1, 2015 to September 30, 2015 (Successor Company) were due to higher treasury yields and credit spreads.~~

The Modco embedded derivative associated with the trading portfolios had realized pre-tax losses of $68.0 million during the period of January 1, 2015 to January 31, 2015 (Predecessor Company). These losses were due to lower treasury yields.

Realized investment gains and losses related to derivatives represent changes in their fair value during the period and termination gains/(losses) on those derivatives that were closed during the period.

We use various derivative instruments to manage risks related to certain life insurance and annuity products. We can use these derivatives as economic hedges against risks inherent in the products. These risks have a direct impact on the cost of these products and are correlated with the equity markets, interest rates, foreign currency levels, and overall volatility. The hedged risks

111

Table of Contents

are recorded through the recognition of embedded derivatives associated with the products. These products include the GMWB rider associated with the variable annuity, fixed indexed annuity products as well as indexed universal life products. During the three and six months ended ~~September~~June 30, ~~2015~~2016 (Successor Company)~~, the period of February 1, 2015 to September 30, 2015 (Successor Company), and the period of January 1, 2015 to January 31, 2015 (Predecessor Company),~~ we experienced net realized losses on derivatives related to VA contracts of approximately ~~$64.8 million, $83.5~~$62.8 million and ~~$53.6~~$70.6 million, respectively. These net losses on derivatives related to VA contracts in addition to capital market impacts were affected by changes in the lowering of assumed lapses used to value the GMWB embedded derivatives.

We also use various swaps and other types of derivatives to mitigate risk related to other exposures. These contracts generated ~~a loss~~losses of $0.1 million for the three and six months ended ~~September~~June 30, ~~2015~~2016 (Successor Company)~~, immaterial gains for the period of February 1, 2015 to September 30, 2015 (Successor Company), and immaterial losses for the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~.

Unrealized Gains and Losses — Available-for-Sale Securities

The information presented below relates to investments at a certain point in time and is not necessarily indicative of the status of the portfolio at any time after ~~September~~June 30, ~~2015~~2016 (Successor Company), the balance sheet date. Information about unrealized gains and losses is subject to rapidly changing conditions, including volatility of

financial markets and changes in interest rates. Management considers a number of factors in determining if an unrealized loss is other-than-temporary, including the expected cash to be collected and the intent, likelihood, and/or ability to hold the security until recovery. Consistent with our long-standing practice, we do not utilize a “bright line test” to determine other-than-temporary impairments. On a quarterly basis, we perform an analysis on every security with an unrealized loss to determine if an other-than-temporary impairment has occurred. This analysis includes reviewing several metrics including collateral, expected cash flows, ratings, and liquidity. Furthermore, since the timing of recognizing realized gains and losses is largely based on management’s decisions as to the timing and selection of investments to be sold, the tables and information provided below should be considered within the context of the overall unrealized gain/(loss) position of the portfolio. We had an overall net unrealized loss of ~~$2.2 billion,~~$583.0 million, prior to tax and the related impact of certain insurance assets and liabilities offsets, as of ~~September~~June 30, ~~2015~~2016 (Successor Company), and an overall net unrealized ~~gain~~loss of ~~$3.1~~$2.9 billion as of December 31, ~~2014 (Predecessor~~2015 (Successor Company).

For fixed maturity and equity securities held that are in an unrealized loss position as of ~~September~~June 30, ~~2015~~2016 (Successor Company), the fair value, amortized cost, unrealized loss, and total time period that the security has been in an unrealized loss position are presented in the table below:

Fair

% Fair

Amortized

% Amortized

Unrealized

% Unrealized

Value

Value

Cost

Cost

Loss

Loss

(Dollars In Thousands)

<= 90 days

$
10,763,965

35.8
%
$
11,486,974

35.5
%
$
(723,009
)
31.8
%
>90 days but <= 180 days

2,999,176

10.0

3,187,651

9.9

(188,475
)
8.3

>180 days but <= 270 days

16,310,589

54.2

17,670,182

54.6

(1,359,593
)
59.9

>270 days but <= 1 year

—

—

—

—

—

—

>1 year but <= 2 years

—

—

—

—

—

—

>2 years but <= 3 years

—

—

—

—

—

—

>3 years but <= 4 years

—

—

—

—

—

—

>4 years but <= 5 years

—

—

—

—

—

—

>5 years

—

—

—

—

—

—

Total

$
30,073,730

100.0
%
$
32,344,807

100.0
%
$
(2,271,077
)
100.0
%



	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss			% Unrealized Loss
	(Dollars In Thousands)
<= 90 days	$	440,287	2.4	%	$	450,885	2.4	%	$	(10,598	)	0.9	%
>90 days but <= 180 days	363,609		2.0		384,025		2.0		(20,416		)	1.8
>180 days but <= 270 days	391,831		2.2		406,451		2.1		(14,620		)	1.4
>270 days but <= 1 year	1,564,247		8.7		1,653,655		8.6		(89,408		)	7.9
>1 year but <= 2 years	15,265,342		84.7		16,259,979		84.9		(994,637		)	88.0
>2 years but <= 3 years	—		—		—		—		—			—
>3 years but <= 4 years	—		—		—		—		—			—
>4 years but <= 5 years	—		—		—		—		—			—
>5 years	—		—		—		—		—			—
Total	$	18,025,316	100.0	%	$	19,154,995	100.0	%	$	(1,129,679	)	100.0	%

The book value of our investment portfolio was marked to fair value as of February 1, 2015 (Successor Company), in conjunction with the Dai-ichi Merger which resulted in the elimination of previously unrealized gains and losses from accumulated other comprehensive income. The level of interest rates as of February 1, 2015 (Successor Company), resulted in an increase in the carrying value of our investments. Since February 1, 2015 (Successor Company) interest rates have increased resulting in net unrealized losses in our investment portfolio.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the Barclays Investment Grade Index was priced at ~~164.8~~147.6 bps versus a 10 year average of ~~169.7~~175 bps. Similarly, the Barclays High Yield Index was priced at ~~672.3~~628.9 bps versus a 10 year average of ~~617.6~~642.2 bps. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the five, ten, and thirty-year U.S. Treasury obligations were trading at levels of ~~1.358%~~1.000%, ~~2.038%~~1.471%, and ~~2.854%~~2.285%, as compared to 10 year averages of ~~2.337%~~2.080%, ~~3.162%~~2.943%, and ~~3.92%~~3.752%, respectively.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), ~~95.5%~~84.8% of the unrealized loss was associated with securities that were rated investment grade. We have examined the performance of the underlying collateral and cash flows and expect that our investments will continue to perform in accordance with their contractual terms. Factors such as credit enhancements within the deal structures and the underlying collateral performance/characteristics support the recoverability of the investments. Based on the factors discussed, we do not consider these unrealized loss positions to be other-than-temporary. However, from time to time, we may sell securities in the ordinary course of managing our portfolio to meet diversification, credit quality, yield enhancement, asset/liability management, and liquidity requirements.

Expectations that investments in mortgage-backed and asset-backed securities will continue to perform in accordance with their contractual terms are based on assumptions that a market participant would use in determining the current fair value. It is reasonably possible that the underlying collateral of these investments will perform worse than current market expectations and

112

Table of Contents

that such an event may lead to adverse changes in the cash flows on our holdings

of these types of securities. This could lead to potential future write-downs within our portfolio of mortgage-backed and asset-backed securities. Expectations that our investments in corporate securities and/or debt obligations will continue to perform in accordance with their contractual terms are based on evidence gathered through our normal credit surveillance process. Although we do not anticipate such events, it is reasonably possible that issuers of our investments in corporate securities will perform worse than current expectations. Such events may lead us to recognize potential future write-downs within our portfolio of corporate securities. It is also possible that such unanticipated events would lead us to dispose of those certain holdings and recognize the effects of any such market movements in our financial statements.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), there were estimated gross unrealized losses of ~~$3.6~~$5.8 million related to our mortgage-backed securities collateralized by Alt-A mortgage loans. Gross unrealized losses in our securities collateralized by Alt-A residential mortgage loans as of ~~September~~June 30, ~~2015~~2016 (Successor Company), were primarily the result of continued widening spreads, representing marketplace uncertainty arising from higher defaults in Alt-A residential mortgage loans and rating agency downgrades of securities collateralized by Alt-A residential mortgage loans.

We have no material concentrations of issuers or guarantors of fixed maturity securities. The industry segment composition of all securities in an unrealized loss position held as of ~~September~~June 30, 2016 (Successor Company) is presented in the following table:



	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss			% Unrealized Loss
	(Dollars In Thousands)
Banking	$	1,669,839	9.3	%	$	1,746,222	9.1	%	$	(76,383	)	6.8	%
Other finance	122,801		0.7		126,390		0.7		(3,589		)	0.3
Electric utility	2,646,564		14.7		2,796,947		14.6		(150,383		)	13.3
Energy and natural gas	3,254,051		18.0		3,551,083		18.6		(297,032		)	26.3
Insurance	2,254,875		12.5		2,416,380		12.6		(161,505		)	14.3
Communications	935,891		5.2		1,023,589		5.3		(87,698		)	7.8
Basic industrial	1,100,079		6.1		1,184,074		6.2		(83,995		)	7.4
Consumer noncyclical	1,078,285		6.0		1,131,061		5.9		(52,776		)	4.7
Consumer cyclical	619,793		3.4		651,071		3.4		(31,278		)	2.8
Finance companies	28,104		0.2		31,953		0.2		(3,849		)	0.3
Capital goods	654,269		3.6		676,354		3.5		(22,085		)	2.0
Transportation	503,182		2.8		530,195		2.8		(27,013		)	2.4
Other industrial	138,964		0.8		146,317		0.8		(7,353		)	0.7
Brokerage	243,013		1.3		256,715		1.3		(13,702		)	1.2
Technology	556,487		3.1		592,661		3.1		(36,174		)	3.2
Real estate	51,916		0.5		52,300		0.3		(384		)	—
Other utility	130,681		0.7		134,328		0.7		(3,647		)	0.3
Commercial mortgage-backed securities	238,515		1.3		242,241		1.3		(3,726		)	0.3
Other asset-backed securities	641,176		3.6		677,231		3.5		(36,055		)	3.2
Residential mortgage-backed non-agency securities	307,092		1.7		316,250		1.7		(9,158		)	0.8
Residential mortgage-backed agency securities	38,174		0.2		38,269		0.2		(95		)	—
U.S. government-related securities	58,655		0.3		58,860		0.3		(205		)	—
Other government-related securities	—		—		—		—		—			—
States, municipals, and political divisions	752,910		4.0		774,504		3.9		(21,594		)	1.9
Total	$	18,025,316	100.0	%	$	19,154,995	100.0	%	$	(1,129,679	)	100.0	%

113

Table of Contents

We have no material concentrations of issuers or guarantors of fixed maturity securities. The industry segment composition of all securities in an unrealized loss position held as of December 31, 2015 (Successor Company) is presented in the following ~~table~~:

Fair

% Fair

Amortized

% Amortized

Unrealized

% Unrealized

Value

Value

Cost

Cost

Loss

Loss

(Dollars In Thousands)

Banking

$
2,982,872

9.9
%
$
3,087,961

9.5
%
$
(105,089
)
4.6
%
Other finance

409,284

1.4

426,825

1.3

(17,541
)
0.8

Electric

3,397,040

11.3

3,713,020

11.5

(315,980
)
13.9

Energy and natural gas

3,726,128

12.4

4,162,715

12.9

(436,587
)
19.2

Insurance

2,712,010

9.0

2,951,725

9.1

(239,715
)
10.6

Communications

1,235,449

4.1

1,399,099

4.4

(163,650
)
7.2

Basic industrial

1,515,844

5.0

1,691,376

5.2

(175,532
)
7.7

Consumer noncyclical

2,658,829

8.8

2,883,786

8.9

(224,957
)
9.9

Consumer cyclical

1,363,708

4.6

1,457,495

4.5

(93,787
)
4.1

Finance companies

141,404

0.5

150,870

0.5

(9,466
)
0.4

Capital goods

1,236,606

4.1

1,321,571

4.1

(84,965
)
3.7

Transportation

812,582

2.7

882,023

2.7

(69,441
)
3.1

Other industrial

273,351

0.9

294,086

0.9

(20,735
)
0.9

Brokerage

409,774

1.4

434,985

1.3

(25,211
)
1.1

Technology

1,137,101

3.8

1,208,622

3.7

(71,521
)
3.1

Real estate

191,814

0.5

195,754

0.6

(3,940
)
0.2

Other utility

169,476

0.6

187,066

0.6

(17,590
)
0.8

Commercial mortgage-backed securities

1,104,282

3.7

1,123,252

3.4

(18,970
)
0.8

Other asset-backed securities

704,678

2.3

728,421

2.3

(23,743
)
1.0

Residential mortgage-backed non-agency securities

445,298

1.5

453,747

1.4

(8,449
)
0.4

Residential mortgage-backed agency securities

438,734

1.5

444,850

1.4

(6,116
)
0.3

U.S. government-related securities

1,359,161

4.5

1,374,704

4.3

(15,543
)
0.7

Other government-related securities

18,884

0.1

19,360

0.1

(476
)
—

States, municipals, and political divisions

1,567,309

5.2

1,687,132

5.2

(119,823
)
5.4

Preferred stock

62,112

0.2

64,362

0.2

(2,250
)
0.1

Total

$
30,073,730

100.0
%
$
32,344,807

100.0
%
$
(2,271,077
)
100.0
%

~~The percentage of our unrealized loss positions, segregated by industry segment, is presented in the following~~ table:

Successor

Predecessor

Company

Company

As of

As of

September 30, 2015

December 31, 2014

Banking

4.6
%

9.2
%
Other finance

0.8

0.8

Electric

13.9

0.6

Energy and natural gas

19.2

22.9

Insurance

10.6

4.0

Communications

7.2

2.6

Basic industrial

7.7

18.4

Consumer noncyclical

9.9

3.8

Consumer cyclical

4.1

4.4

Finance companies

0.4

0.4

Capital goods

3.7

1.0

Transportation

3.1

0.1

Other industrial

0.9

0.6

Brokerage

1.1

0.2

Technology

3.1

2.8

Real estate

0.2

—

Other utility

0.8

—

Commercial mortgage-backed securities

0.8

1.1

Other asset-backed securities

1.0

16.8

Residential mortgage-backed non-agency securities

0.4

5.4

Residential mortgage-backed agency securities

0.3

0.4

U.S. government-related securities

0.7

4.3

Other government-related securities

—

—

States, municipals, and political divisions

5.4

0.2

Preferred stock

0.1

—

Total

100.0
%

100.0
%



	Fair Value		% Fair Value		Amortized Cost		% Amortized Cost		Unrealized Loss			% Unrealized Loss
	(Dollars In Thousands)
Banking	$	2,908,692	9.6	%	$	3,024,232	9.1	%	$	(115,540	)	3.9	%
Other finance	437,939		1.4		453,491		1.4		(15,552		)	0.5
Electric utility	3,396,360		11.2		3,790,953		11.4		(394,593		)	13.5
Energy and natural gas	3,725,281		12.3		4,416,700		13.3		(691,419		)	23.6
Insurance	2,699,313		8.9		2,984,867		9.0		(285,554		)	9.7
Communications	1,207,227		4.0		1,396,152		4.5		(188,925		)	6.5
Basic industrial	1,404,012		4.6		1,658,300		5.0		(254,288		)	8.7
Consumer noncyclical	2,780,597		9.2		3,036,815		9.1		(256,218		)	8.7
Consumer cyclical	1,512,885		4.9		1,627,750		4.9		(114,865		)	3.9
Finance companies	102,526		0.3		111,112		0.3		(8,586		)	0.3
Capital goods	1,269,025		4.2		1,368,468		4.1		(99,443		)	3.4
Transportation	858,122		2.8		944,190		2.8		(86,068		)	2.9
Other industrial	275,478		0.9		301,883		0.9		(26,405		)	0.9
Brokerage	480,565		1.6		516,367		1.6		(35,802		)	1.2
Technology	1,152,738		3.8		1,247,429		3.8		(94,691		)	3.2
Real estate	139,853		0.5		142,483		0.4		(2,630		)	0.1
Other utility	216,013		0.7		236,052		0.7		(20,039		)	0.7
Commercial mortgage-backed securities	1,233,518		4.1		1,275,376		3.5		(41,858		)	1.4
Other asset-backed securities	633,274		2.1		652,037		2.0		(18,763		)	0.6
Residential mortgage-backed non-agency securities	562,686		1.9		572,327		1.7		(9,641		)	0.3
Residential mortgage-backed agency securities	414,747		1.4		422,218		1.3		(7,471		)	0.3
U.S. government-related securities	1,291,476		4.3		1,326,008		4.0		(34,532		)	1.2
Other government-related securities	17,740		0.1		18,483		0.1		(743		)	—
States, municipals, and political divisions	1,566,752		5.2		1,693,566		5.1		(126,814		)	4.5
Total	$	30,286,819	100.0	%	$	33,217,259	100.0	%	$	(2,930,440	)	100.0	%

The range of maturity dates for securities in an unrealized loss position as of ~~September~~June 30, ~~2015~~2016 (Successor Company) varies, with ~~18.1%~~11.1% maturing in less than 5 years, ~~22.2%~~10.4% maturing between 5 and 10 years, and ~~59.7%~~78.5% maturing after 10 years. The following table shows the credit rating of securities in an unrealized loss position as of ~~September~~June 30, ~~2015~~2016 (Successor Company):

S&P or Equivalent

Fair

% Fair

Amortized

% Amortized

Unrealized

% Unrealized

Designation

Value

Value

Cost

Cost

Loss

Loss

(Dollars In Thousands)

AAA/AA/A

$
15,776,140

52.5
%
$
16,765,765

51.8
%
$
(989,625
)
43.6
%
BBB

13,020,905

43.3

14,200,614

43.9

(1,179,709
)
51.9

Investment grade

28,797,045

95.8

30,966,379

95.7

(2,169,334
)
95.5

BB

989,873

3.3

1,073,743

3.3

(83,870
)
3.7

B

70,031

0.2

78,289

0.2

(8,258
)
0.4

CCC or lower

216,781

0.7

226,396

0.8

(9,615
)
0.4

Below investment grade

1,276,685

4.2

1,378,428

4.3

(101,743
)
4.5

Total

$
30,073,730

100.0
%
$
32,344,807

100.0
%
$
(2,271,077
)
100.0
%



S&P or Equivalent	Fair		% Fair		Amortized		% Amortized		Unrealized			% Unrealized
Designation	Value		Value		Cost		Cost		Loss			Loss
	(Dollars In Thousands)
AAA/AA/A	$	7,480,662	41.5	%	$	7,786,262	40.6	%	$	(305,600	)	27.1	%
BBB	9,044,714		50.2		9,696,272		50.6		(651,558		)	57.7
Investment grade	16,525,376		91.7	%	17,482,534		91.2	%	(957,158		)	84.8	%
BB	909,863		5.0		988,966		5.2		(79,103		)	7.0
B	368,303		2.0		440,255		2.3		(71,952		)	6.4
CCC or lower	221,774		1.3		243,240		1.3		(21,466		)	1.8
Below investment grade	1,499,940		8.3	%	1,672,461		8.8	%	(172,521		)	15.2	%
Total	$	18,025,316	100.0	%	$	19,154,995	100.0	%	$	(1,129,679	)	100.0	%

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), we held a total of ~~2,914~~1,414 positions that were in an unrealized loss position. Included in that amount were ~~157~~187 positions of below investment grade securities with a fair value of ~~$1.3~~$1.5 billion that were in an unrealized loss position. Total unrealized losses related to below investment grade securities were ~~$101.7~~$172.5 million, ~~none~~ $90.4 million

114

Table of Contents

of which had been in an unrealized loss position for more than twelve months. Below investment grade securities in an unrealized loss position were ~~2.8%~~2.9% of invested assets.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), securities in an unrealized loss position that were rated as below investment grade represented ~~4.2%~~8.3% of the total fair value and ~~4.5%~~15.2% of the total unrealized loss. We have the ability and intent to hold these securities to maturity. After a review of each security and its expected cash flows, we believe the decline in market value to be temporary.

The majority of our RMBS holdings as of September 30, 2015 (Successor Company) were super senior or senior bonds in the capital structure. Our total non-agency portfolio has a weighted-average life of 7.9 years. The following table categorizes the weighted-average life for our non-agency portfolio, by category of material holdings, as of September 30, 2015 (Successor Company):

		~~Weighted-Average~~
~~Non-agency portfolio~~		~~Life~~

~~Prime~~		~~9.27~~
~~Alt-A~~		~~3.66~~
~~Sub-prime~~		~~3.73~~

The following table includes the fair value, amortized cost, unrealized loss, and total time period that the security has been in an unrealized loss position for all below investment grade securities as of ~~September~~June 30, ~~2015~~2016 (Successor Company):

Fair

% Fair

Amortized

% Amortized

Unrealized

% Unrealized

Value

Value

Cost

Cost

Loss

Loss

(Dollars In Thousands)

<= 90 days

$
792,759

62.1
%
$
852,431

61.8
%
$
(59,672
)
58.6
%
>90 days but <= 180 days

280,348

22.0

312,391

22.7

(32,043
)
31.5

>180 days but <= 270 days

203,578

15.9

213,606

15.5

(10,028
)
9.9

>270 days but <= 1 year

—

—

—

—

—

—

>1 year but <= 2 years

—

—

—

—

—

—

>2 years but <= 3 years

—

—

—

—

—

—

>3 years but <= 4 years

—

—

—

—

—

—

>4 years but <= 5 years

—

—

—

—

—

—

>5 years

—

—

—

—

—

—

Total

$
1,276,685

100.0
%
$
1,378,428

100.0
%
$
(101,743
)
100.0
%

Fair
Value

% Fair
Value

Amortized
Cost

% Amortized
Cost

Unrealized
Loss

% Unrealized
Loss
(Dollars In Thousands)
<= 90 days $ 105,089
7.0 % $ 112,305
6.7 % $ (7,216 ) 4.2 %
>90 days but <= 180 days 174,206
11.6
184,601
11.0
(10,395 ) 6.0
>180 days but <= 270 days 116,408
7.8
124,490
7.4
(8,082 ) 4.7
>270 days but <= 1 year 532,561
35.5
589,003
35.2
(56,442 ) 32.7
>1 year but <= 2 years 571,676
38.1
662,062
39.7
(90,386 ) 52.4
>2 years but <= 3 years —
—
—
—
—
—
>3 years but <= 4 years —
—
—
—
—
—
>4 years but <= 5 years —
—
—
—
—
—
>5 years —
—
—
—
—
—
Total $ 1,499,940
100.0 % $ 1,672,461
100.0 % $ (172,521 ) 100.0 %

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity refers to a company’s ability to generate adequate amounts of cash to meet its needs. We meet our liquidity requirements primarily through positive cash flows from our operating subsidiaries. Primary sources of cash from the operating subsidiaries are premiums, deposits for policyholder accounts, investment sales and maturities, and investment income. Primary uses of cash include benefit payments, withdrawals from policyholder accounts, investment purchases, policy acquisition costs, interest payments, and other operating expenses. We believe that we have sufficient liquidity to fund our cash needs under normal operating ~~scenarios~~.

scenarios.

In the event of significant unanticipated cash requirements beyond our normal liquidity needs, we have additional sources of liquidity available depending on market conditions and the amount and timing of the liquidity

need. These additional sources of liquidity include cash flows from operations, the sale of liquid assets, accessing our credit facility, and other sources described ~~herein~~.

herein.

Our decision to sell investment assets could be impacted by accounting rules, including rules relating to the likelihood of a requirement to sell securities before recovery of our cost basis. Under stressful market and economic conditions, liquidity may broadly deteriorate, which could negatively impact our ability to sell investment assets. If we require on short notice significant amounts of cash in excess of normal requirements, we may have difficulty selling investment assets in a timely manner, be forced to sell them for less than we otherwise would have been able to realize, or both.

While we anticipate that the cash flows of our operating subsidiaries will be sufficient to meet our investment commitments and operating cash needs in a normal credit market environment, we recognize that investment commitments scheduled to be funded may, from time to time, exceed the funds then available. Therefore, we have established repurchase agreement programs for certain of our insurance subsidiaries to provide liquidity when needed. We expect that the rate received on ~~our~~its investments will equal or exceed ~~our~~its borrowing rate. Under this program, we may, from time to time, sell an investment security at a specific price and agree to repurchase that security at another specified price at a later date. These borrowings are typically for a term less than 90 days. The market value of securities to be repurchased is monitored and collateral levels are adjusted where appropriate to protect the counterparty against credit exposure. Cash received is invested in fixed maturity securities, and the agreements provided for net settlement in the event of default or on termination of the agreements. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), the fair value of securities pledged under the repurchase program was ~~$500.5~~$177.5 million and the repurchase obligation of ~~$455.7~~$160.0 million was included in our consolidated condensed balance sheets (at an average borrowing rate of 2242 basis points). During the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor ~~Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor~~ Company), the maximum balance outstanding at any one point in time related to these programs was ~~$652.2 million and $175.0 million, respectively.~~$725.0 million. The average daily balance was ~~$530.5~~$464.5 million (at an average borrowing rate of 40 basis points) during the six months ended June 30, 2016 (Successor Company). As of December 31, 2015 (Successor Company), the fair value of securities pledged under the repurchase program was $479.9 million and the repurchase obligation of $438.2 million was included in our consolidated condensed balance sheets. During 2015, the maximum balance outstanding at any one point in time related to these programs was $912.7 million. The average daily balance was $540.3 million and $77.4 million (at an average borrowing rate of 1820 and 16 basis ~~points, respectively)~~points) during the period of February 1, 2015 to ~~September 30,~~December 31, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~, respectively. As~~.

115

Table of December 31, 2014 (Predecessor Company), we had a $50.0 million outstanding balance related to such borrowings. During 2014, the maximum balance outstanding at any one point in time related to these programs was $633.7 million. The average daily balance was $470.4 million (at an average borrowing rate of 11 basis points) during the year ended December 31, 2014 (Predecessor Company).

Contents

Additionally, we may, from time to time, sell short-duration stable value products to complement our cash management practices. Depending on market conditions, we may also use securitization transactions involving our commercial mortgage loans to increase liquidity for the operating ~~subsidiaries~~.

subsidiaries.

Credit Facility

Under a revolving line of credit arrangement that was in effect until February 2, 2015 (the “Credit Facility”), we had the ability to borrow on an unsecured basis up to an aggregate principal amount of $750 million. We had the right in certain circumstances to request that the commitment under the Credit Facility be increased up to a maximum principal amount of $1.0 billion. Balances outstanding under the Credit Facility accrued interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of our senior unsecured long-term debt (“Senior Debt”), or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent’s prime rate, (y) 0.50% above the Federal Funds rate, or (z) the one-month LIBOR plus 1.00% and (B) a spread based on the ratings of our Senior Debt. The Credit Facility also provided for a facility fee at a rate, 0.175%, that could vary with the ratings of our Senior Debt and that was calculated on the aggregate amount of commitments under the Credit Facility, whether used or unused. The Credit Facility provided that we were liable for the full amount of any obligations for borrowings or letters of credit, including those of PLICO, under the Credit Facility. The maturity date of the Credit Facility was July 17, 2017. We were not aware of any non-compliance with the financial debt covenants of the Credit Facility as of December 31, 2014 (Predecessor Company). There was an outstanding balance of $450.0 million bearing interest at a rate of LIBOR plus 1.20% under the Credit Facility as of December 31, 2014 (Predecessor Company). As of December 31, 2014 (Predecessor Company), PLICO had used $55.0 million of borrowing capacity by executing a Letter of Credit under the Credit Facility for the benefit of an affiliated captive reinsurance subsidiary of the Company. This Letter of Credit had not been drawn upon as of December 31, 2014 (Predecessor Company).

On February 2, 2015, we amended and restated the Credit Facility (the ~~“2015 Credit~~“Credit Facility”). Under the ~~2015~~ Credit Facility, we have the ability to borrow on an unsecured basis up to an aggregate principal amount of $1.0 billion. We have the right in certain circumstances to request that the commitment under the ~~2015~~ Credit Facility be increased up to a maximum principal amount of $1.25 billion. Balances outstanding under the ~~2015~~ Credit Facility accrue interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of our Senior Debt, or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent’s prime rate, (y) 0.50% above the Federal Funds rate, or (z) the one-month LIBOR plus 1.00% and (B) a spread based on the ratings of our Senior Debt. The ~~2015~~ Credit Facility also provided for a facility fee at a rate that varies with the ratings of our Senior Debt and that is calculated on the aggregate amount of commitments under the ~~2015~~ Credit Facility, whether used or unused. The initial facility fee rate was 0.15% on February 2, 2015, and was adjusted to 0.125% upon our subsequent ratings upgrade on February 2, 2015. The ~~2015~~ Credit Facility provides that we are liable for the full amount of any obligations for borrowings or letters of credit, including those of PLICO, under the ~~2015~~ Credit Facility. The maturity date of the ~~2015~~ Credit Facility is February 2, 2020. We are not aware of any non-compliance with the financial debt covenants of the Credit Facility as of ~~February 2, 2015 or the 2015 Credit Facility as of September~~June 30, ~~2015~~2016 (Successor Company). There was an outstanding balance of ~~$495.0~~$360.0 million bearing interest at a rate of LIBOR plus 1.00% as of ~~September~~June 30, ~~2015~~2016 (Successor Company). As of ~~September~~June 30, ~~2015~~2016 (Successor Company), PLICO had ~~canceled the $55.0~~used $30.0 million of borrowing capacity by executing a Letter of Credit under the Credit Facility for the benefit ofon an affiliated captive reinsurance subsidiary of the Company.

This Letter of Credit had not been drawn upon as of June 30, 2016 (Successor Company).

Sources and Use of Cash

Our primary sources of funding are dividends from our operating subsidiaries; revenues from investments, data processing, legal, and management services rendered to subsidiaries; investment income; and external financing. These sources of cash support our general corporate needs including our common stock dividends and debt service. The states in which our insurance subsidiaries are domiciled impose certain restrictions on the insurance subsidiaries’ ability to pay us dividends. These restrictions are based in part on the prior year’s statutory income and/or surplus. Generally, these restrictions pose no short-term liquidity concerns. We plan to retain portions of the earnings of our insurance subsidiaries in those companies primarily to support their future growth.

Through our subsidiaries, we are ~~a member~~members of the FHLB of Cincinnati and the FHLB of New York. FHLB advances provide an attractive funding source for short-term borrowing and for the sale of funding agreements. Membership in the FHLB requires that we purchase FHLB capital stock based on a minimum requirement and a percentage of the dollar amount of advances outstanding. Our borrowing capacity is determined by criteria established by each respective ~~bank~~.

bank.

We held $65.7 million of FHLB common stock as of ~~September~~June 30, ~~2015~~2016 (Successor Company), which is included in equity securities. In addition, our obligations under the advances must be collateralized. We maintain control over any such pledged assets, including the right of substitution. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), we had ~~$822.1~~$822.3 million of funding agreement-related advances and accrued interest outstanding under the FHLB ~~program~~.

program.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), we reported approximately ~~$585.8~~$524.2 million (fair value) of Auction Rate Securities (“ARS”) in non-Modco portfolios. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), 100% of these ARS were rated Aaa/AA+. While the auction rate market has experienced liquidity constraints, we believe that based on our current liquidity position and our operating cash flows, any lack of liquidity in the ARS market will not have a material impact on our liquidity, financial condition, or cash flows. For information on how we determine the fair value of these securities refer to Note ~~16,~~ 7, Fair Value of Financial Instruments, of the consolidated condensed financial statements.

The liquidity requirements of our regulated insurance subsidiaries primarily relate to the liabilities associated with their various insurance and investment products, operating expenses, and income taxes. Liabilities arising from insurance and investment products include the payment of policyholder benefits, as well as cash payments in connection with policy surrenders and withdrawals, policy loans, and obligations to redeem funding ~~agreements~~.

agreements.

Our insurance subsidiaries maintain investment strategies intended to provide adequate funds to pay benefits and expected surrenders, withdrawals, loans, and redemption obligations without forced sales of investments. In addition, our insurance subsidiaries hold highly liquid, high-quality short-term investment securities and other liquid investment grade fixed maturity securities to fund our expected operating expenses, surrenders, and ~~withdrawals~~.withdrawals. As of

~~September~~ June 30, ~~2015~~2016 (Successor Company), our total cash and invested assets were ~~$45.9~~$51.4 billion. The life insurance subsidiaries were committed as of ~~September~~June 30, ~~2015~~2016 (Successor Company), to fund mortgage loans in the amount of ~~$774.3~~$717.3 million.

Our positive cash flows from operations are used to fund an investment portfolio that provides for future benefit payments. We employ a formal asset/liability program to manage the cash flows of our investment portfolio relative to our long-term benefit obligations. Our insurance subsidiaries held approximately ~~$751.2~~$539.5 million in cash and short-term investments as of ~~September~~June 30, ~~2015~~2016 (Successor Company), and we held approximately ~~$51.4~~$69.5 million in cash available for general corporate purposes.

The Company expects to use a portion of its positive cash flow from operations to pay dividends to its parent, Dai-ichi Life. The Company paid $89.3 million in dividends during the six months ended June 30, 2016 (Successor Company) to our parent Dai-ichi Life.

116

Table of Contents

The following chart includes the cash flows provided by or used in operating, investing, and financing activities for the following ~~periods~~:

Successor

Predecessor

Company

Company

For The Nine

January 1, 2015

For The Nine

Months Ended

to

Months Ended

September 30, 2015

January 31, 2015

September 30, 2014

(Dollars In Thousands)

(Dollars In Thousands)

Net cash provided by operating activities

$
244,101

$
191,223

$
605,503

Net cash (used in) provided by investing activities

(731,844
)

22,994

(480,536
)
Net cash provided by (used in) financing activities

688,346

(130,918
)
(263,022
)
Total

$
200,603

$
83,299

$
(138,055
)

periods:

Successor
Company

Predecessor
Company

For The Six
Months Ended
June 30, 2016

February 1, 2015
to
June 30, 2015

January 1, 2015
to
January 31, 2015
(Dollars In Thousands) (Dollars In Thousands)
Net cash provided by operating activities $ 330,141
$ 124,566
$ 191,223
Net cash (used in) provided by investing activities (2,959,525 ) (638,490 ) 22,994
Net cash provided by (used in) financing activities 2,661,831
619,990
(130,918 )
Total $ 32,447
$ 106,066
$ 83,299

For The ~~Period of February 1, 2015 to September~~Six Months Ended June 30, ~~2015~~2016 (Successor Company) ~~and For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)~~

Net cash provided by operating activities - Cash flows from operating activities are affected by the timing of premiums received, fees received, investment income, and expenses paid. Principal sources of cash include sales of our products and services. We typically generate positive cash flows from operating activities, as premiums and policy fees collected from our insurance and investment products exceed benefit payments and redemptions, and we invest the excess. Accordingly, in analyzing our cash flows we focus on the amount of cash provided by or used in investing and financing activities.

Net cash (used in) provided by investing activities - Changes in cash from investing activities primarily related to the activity in our investment ~~portfolio.~~

portfolio and the purchase of $2.2 billion of held-to-maturity securities issued by affiliates in conjunction with the GLAIC reinsurance transaction. See Note 3, Reinsurance and Financing Transactions and Note 12, Debt and Other Obligations for additional information on the transaction.

Net cash provided by (used in) financing activities - Changes in cash from financing activities included ~~$405.7~~$278.2 million of ~~inflows~~outflows from repurchase program borrowings for the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company) and ~~$230.7~~$1.0 million inflows of investment product and universal life net activity. Net activity related to credit facility resulted in ~~inflows~~outflows of ~~$1.9~~$158.8 million for the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company). Net issuance of non-recourse funding obligations was ~~$50.0 million~~$2.2 billion during the ~~period of February 1, 2015 to September~~six months ended June 30, ~~2015~~2016 (Successor Company).

~~Changes~~, which occurred in ~~cash from financing activities included $70.9 million outflows of investment product~~conjunction with the GLAIC reinsurance transaction. See Note 3, Reinsurance and ~~universal life net activity~~Financing Transactions and Note 12, Debt and Other Obligations for additional information on the period of January 1, 2015 to January 31, 2015 (Predecessor Company). Net activity related to our credit facility resulted in $60.0 million of outflows for the period of January 1, 2015 to January 31, 2015 (Predecessor Company).

transaction.

Capital Resources

Our primary sources of capital are through retained income from our operating subsidiaries, capital infusions from our parent, Dai-ichi Life, as well as our ability to access debt financing markets. Additionally, we have access to the Credit Facility discussed above.

Captive Reinsurance Companies

Our life insurance subsidiaries are subject to a regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly known as “Regulation XXX,” and a supporting guideline entitled “The Application of the Valuation of Life Insurance Policies Model Regulation,” commonly known as “Guideline AXXX.” The regulation and supporting guideline require insurers to establish statutory reserves for term and universal life insurance policies with long-term premium guarantees that are consistent with the statutory reserves required for other individual life insurance policies with similar guarantees. Many market participants believe that these levels of reserves are non-economic. We use captive reinsurance companies to implement reinsurance and capital management actions to satisfy these reserve requirements by financing the non-economic reserves either through the issuance of non-recourse funding obligations by the captives or obtaining Letters of Credit from third-party financial institutions. For more information regarding our use of captives and their impact on our financial statements, please refer to Note ~~10,~~ 12, Debt and Other Obligations.

Our captive reinsurance companies assume business from affiliates only. Our captives are capitalized to a level we believe is sufficient to support the contractual risks and other general obligations of the respective captive entity. All of our captive reinsurance companies are wholly owned subsidiaries and are located domestically. The captive insurance companies are subject to regulations in the state of domicile.

The National Association of Insurance Commissioners (“NAIC”), through various committees, subgroups and dedicated task forces, is reviewing the use of captives and special purpose vehicles used to transfer insurance risk in relation to existing state laws and regulations, and several committees have adopted or exposed for comment white papers and reports that, if or when implemented, could impose additional requirements on the use of captives and other reinsurers. The Financial Condition (E) Committee of the NAIC recently established a Variable Annuity Issues Working Group to examine company use of variable annuity captives.

The Committee has proposed changes in the regulation of variable annuities and variable annuity captives could adversely affect our future financial condition and results of operations.

117

Table of Contents

The Principles Based Reserving Implementation (EX) Task Force of the NAIC, charged with analysis of the adoption of a principles-based reserving methodology, adopted the “conceptual framework” contained in a report issued by Rector & Associates, Inc., dated June 4, 2014 (as modified or supplemented, the “Rector Report”), that contains numerous recommendations pertaining to the regulation and use of certain captive reinsurers. Certain high-level recommendations have been adopted and assigned to various NAIC working groups, which working groups are in various stages of discussions regarding recommendations. One recommendation of the Rector Report has been adopted as Actuarial Guideline XLVIII (“AG48”). AG48 sets more restrictive standards on the permitted collateral utilized to back reserves of a captive. Other recommendations in the Rector Report are subject to ongoing comment and revision. It is unclear at this time to what extent the recommendations in the Rector Report, or additional or revised recommendations relating to captive transactions or reinsurance transactions in general, will be adopted by the NAIC. If the recommendations proposed in the Rector Report are implemented, it will likely be difficult for the Company to establish new captive financing arrangements on a basis consistent with past practices. As a result of AG48 and the Rector Report, the implementation of new captive structures in the future may be less capital efficient, may lead to lower product returns and/or increased product pricing or result in reduced sales of certain products. Additionally, in some circumstances AG48 and the implementation of the recommendations in the Rector Report could impact the Company’s ability to engage in certain reinsurance transactions with non-affiliates.

We also use a captive reinsurance company to reinsure risks associated with GMWB and GMDB riders which helps us to manage those risks on an economic basis. In an effort to mitigate the equity market risks relative to our RBC ratio, in the fourth quarter of 2012, we established an ~~indirect wholly owned~~ insurance subsidiary, Shades Creek Captive Insurance Company (“Shades Creek”), to which PLICO has reinsured GMWB and GMDB riders related to its VA contracts. The purpose of Shades Creek is to reduce the volatility in RBC due to non-economic variables included within the RBC calculation.

During 2012, we entered into an intercompany capital support agreement with Shades Creek. The agreement provides through a guarantee that we will contribute assets or purchase surplus notes (or cause an affiliate or third party to contribute assets or purchase surplus notes) in amounts necessary for Shades Creek’s regulatory capital levels to equal or exceed minimum thresholds as defined by the agreement. ~~Under this support agreement, PLICO issued a $55 million Letter of Credit on December 31, 2014 (Predecessor Company).~~ As of ~~September~~June 30, ~~2015~~2016 (Successor Company), ~~this Letter of Credit was no longer issued and outstanding. On June 15, 2015, we made a cash contribution to~~ Shades Creek maintained capital levels in excess of ~~$85 million to satisfy obligations under this support agreement.~~the required minimum thresholds. The maximum potential future

payment amount which could be required under the capital support agreement will be dependent on numerous factors, including the performance of equity markets, the level of interest rates, performance of associated hedges, and related policyholder behavior.

Statutory Capital

A life insurance company’s statutory capital is computed according to rules prescribed by the NAIC, as modified by state law. Generally speaking, other states in which a company does business defer to the interpretation of the domiciliary state with respect to NAIC rules, unless inconsistent with the other state’s regulations. Statutory accounting rules are different from GAAP and are intended to reflect a more conservative view, for example, requiring immediate expensing of policy acquisition costs. The NAIC’s risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. The achievement of long-term growth will require growth in the statutory capital of our insurance subsidiaries. The subsidiaries may secure additional statutory capital through various sources, such as retained statutory earnings or our equity contributions. In general, dividends up to specified levels are considered ordinary and may be paid thirty days after written notice to the insurance commissioner of the state of domicile unless such commissioner objects to the dividend prior to the expiration of such period. Dividends in larger amounts are considered extraordinary and are subject to affirmative prior approval by such commissioner. The maximum amount that would qualify as an ordinary dividend to us from our insurance subsidiaries in ~~2015~~2016 is approximately to be ~~$588.2~~$541.3 million.

State insurance regulators and the NAIC have adopted risk-based capital (“RBC”) requirements for life insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks. The requirements provide a means of measuring the minimum amount of statutory surplus appropriate for an insurance company to support its overall business operations based on its size and risk profile. A company’s risk-based statutory surplus is calculated by applying factors and performing calculations relating to various asset, premium, claim, expense, and reserve items. Regulators can then measure the adequacy of a company’s statutory surplus by comparing it to RBC. We manage our capital consumption by using the ratio of our total adjusted capital, as defined by the insurance regulators, to our company action level RBC (known as the RBC ratio), also as defined by insurance regulators.

Statutory reserves established for VA contracts are sensitive to changes in the equity markets and are affected by the level of account values relative to the level of any guarantees and product design. As a result, the relationship between reserve changes and equity market performance may be non-linear during any given reporting period. Market conditions greatly influence the capital required due to their impact on the valuation of reserves and derivative investments mitigating the risk in these reserves. Risk mitigation activities may result in material and sometimes counterintuitive impacts on statutory surplus and RBC ratio. Notably, as changes in these market and non-market factors occur, both our potential obligation and the related statutory reserves and/or required capital can vary at a non-linear rate.

Our statutory surplus is impacted by credit spreads as a result of accounting for the assets and liabilities on our fixed MVA annuities. Statutory separate account assets supporting the fixed MVA annuities are recorded at fair value. In determining the statutory reserve for the fixed MVA annuities, we are required to use current crediting rates based on U.S. Treasuries. In many capital market scenarios, current crediting rates based on U.S. Treasuries are highly correlated with market rates implicit in the fair value of statutory separate account assets. As a result, the change in the statutory reserve from period to period will likely substantially offset the change in the fair value of the statutory separate account assets. However, in periods of volatile credit markets, actual credit spreads on investment assets may increase or decrease sharply for certain sub-sectors of the overall credit

118

Table of Contents

market, resulting in statutory separate account asset market value gains or losses. As actual credit spreads are not fully reflected in current crediting rates based on U.S. Treasuries, the calculation of statutory reserves will not substantially offset the change in fair value of the statutory separate account assets resulting in a change in statutory surplus.

On January 15, 2016, PLICO closed the reinsurance transaction with GLAIC. We currently estimate that the total capital investment was approximately $589 million, instead of $661 million, as previously estimated and disclosed. The estimated total capital investment decreased primarily due to lower initial risk-based capital than previously estimated and our ability to utilize certain tax benefits sooner than expected.

We cede material amounts of insurance and transfer related assets to other insurance companies through reinsurance. However, notwithstanding the transfer of related assets, we remain liable with respect to ceded insurance should any reinsurer fail to meet the obligations that it assumed. We evaluate the financial condition of our reinsurers and monitor the associated concentration of credit risk. For ~~the~~ three and six months ended ~~September~~June 30, ~~2015 (Successor Company) and the period of February 1, 2015 to September 30, 2015~~2016 (Successor Company), we ceded premiums to third party reinsurers amounting to ~~$306.8~~$336.6 million and ~~$793.4 million, respectively. For the period of January 1, 2015 to January 31, 2015 (Predecessor Company), we ceded premiums to third party reinsurers amounting to $90.0~~$646.9 million.

In addition, we had receivables from reinsurers amounting to ~~$5.6~~$5.4 billion as of ~~September~~June 30, ~~2015~~2016 (Successor Company). We review reinsurance receivable amounts for collectability and establish bad debt reserves if deemed appropriate.

Ratings

Various Nationally Recognized Statistical Rating Organizations (“rating organizations”) review the financial performance and condition of insurers, including our insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to meet policyholder and contract holder obligations. These ratings are important to maintaining public confidence in an insurer’s products, its ability to market its products and its competitive position. The following table summarizes the current financial strength ratings of our significant member companies from the major independent rating organizations:

~~Standard &~~

~~Ratings~~

~~A.M. Best~~

~~Fitch~~

~~Poor’s~~

~~Moody’s~~

Standard &

Ratings

A.M. Best

Fitch

Poor’s

Moody’s

Insurance company financial strength rating:

Protective Life Insurance Company

A+

AA-

West Coast Life Insurance Company

A+

AA-

Protective Life and Annuity Insurance Company

A+

AA-

—

Lyndon Property Insurance Company

A-

—

MONY Life Insurance Company

A+

Our ratings are subject to review and change by the rating organizations at any time and without notice. A downgrade or other negative action by a ratings organization with respect to the financial strength ratings of our insurance subsidiaries could adversely affect sales, relationships with distributors, the level of policy surrenders and withdrawals, competitive position in the marketplace, and the cost or availability of reinsurance. The rating agencies may take various actions, positive or negative, with respect to the financial strength ratings of our insurance subsidiaries, including as a result of our status as a subsidiary of Dai-ichi Life.

On April 28, 2015, Fitch announced a one-notch downgrade of the insurance financial strength ratings of PLICO, West Coast Life Insurance Company, Protective Life and Annuity Insurance Company and MONY Life Insurance Company to A from A+ following the downgrade of Japan’s Long-Term Local Currency Issuer Default Rating (IDR) to A from A+. Fitch stated that such life insurance companies cannot be rated above the sovereign currency rating applicable to their ultimate parent company, Dai-ichi Life, based in Japan. Our credit rating was not affected by these actions. The ratings downgrades announced by Fitch did not trigger any requirements for us or our subsidiaries to post collateral or otherwise negatively impact current obligations.

Rating organizations also publish credit ratings for the issuers of debt securities, including the Company. Credit ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations in a timely manner. These ratings are important in the debt issuer’s overall ability to access credit markets and other types of liquidity. Ratings are not recommendations to buy our securities or products. A downgrade or other negative action by a ratings organization with respect to our credit rating could limit our access to capital markets, increase the cost of issuing debt, and a downgrade of sufficient magnitude, combined with other negative factors, could require us to post ~~collateral~~.collateral. The rating agencies may take various actions, positive or negative, with respect to our debt ratings, including as a result of our status as a subsidiary of Dai-ichi Life.

LIABILITIES

Many of our products contain surrender charges and other features that are designed to reward persistency and penalize the early withdrawal of funds. Certain stable value and annuity contracts have market-value adjustments that protect us against investment losses if interest rates are higher at the time of surrender than at the time of issue.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), we had policy liabilities and accruals of approximately ~~$30.5~~$31.3 billion. Our interest-sensitive life insurance policies have a weighted average minimum credited interest rate of approximately ~~3.49%~~3.50%.

119

Table of Contents

Contractual Obligations

We enter into various obligations to third parties in the ordinary course of our operations. However, we do not believe that our cash flow requirements can be assessed solely based upon an analysis of these obligations. The most significant factors affecting our future cash flows are our ability to earn and collect cash from our customers, and the cash flows arising from our investment program. Future cash outflows, whether they are contractual obligations or not, will also vary based upon our future needs. Although some outflows are fixed, others depend on future events. Examples of fixed obligations include our obligations to pay principal and interest on fixed-rate borrowings. Examples of obligations that will vary include obligations to pay interest on variable-rate borrowings and insurance liabilities that depend on future interest rates, market performance, or surrender provisions. Many of our obligations are linked to cash-generating contracts. In addition, our operations involve significant expenditures that are not based upon contractual obligations. These include expenditures for income taxes and payroll.

As of ~~September~~June 30, ~~2015~~2016 (Successor Company), we carried a ~~$56.7~~$9.4 million liability for uncertain tax positions, including interest on unrecognized tax benefits. These amounts are not included in the long-term contractual obligations table because of the difficulty in making reasonably reliable estimates of the occurrence or timing of cash settlements with the respective taxing ~~authorities~~.

authorities.

The table below sets forth future maturities of our contractual obligations:

Payments due by period

Less than

More than

Total

1 year

1-3 years

3-5 years

5 years

(Dollars In Thousands)

Debt(1)

$
2,106,408

$
70,435

$
771,838

$
481,429

$
782,706

Non-recourse funding obligations(2)

2,042,664

34,380

80,226

93,101

1,834,957

Subordinated debt securities(3)

1,158,168

26,969

53,938

53,938

1,023,323

Stable value products(4)

1,949,343

639,192

1,090,132

164,193

55,826

Operating leases(5)

33,121

5,196

7,506

6,689

13,730

Home office lease(6)

79,096

1,265

2,523

75,308

—

Mortgage loan and investment commitments

1,003,302

1,003,302

—

—

—

Repurchase program borrowings(7)

455,725

455,725

—

—

—

Policyholder obligations(8)

41,224,852

1,598,401

3,087,879

3,359,462

33,179,110

Total(9)

$
50,052,679

$
3,834,865

$
5,094,042

$
4,234,120

$
36,889,652



			Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(Dollars In Thousands)
Debt⁽¹⁾	$	1,830,926	$	66,781	$	269,562	$	816,838	$	677,745
Non-recourse funding obligations⁽²⁾	5,028,738		227,834		536,580		650,070		3,614,254
Subordinated debt securities⁽³⁾	1,137,941		26,969		53,937		53,937		1,003,098
Stable value products⁽⁴⁾	2,949,925		540,145		1,697,642		701,528		10,610
Operating leases⁽⁵⁾	30,527		4,343		7,598		7,186		11,400
Home office lease⁽⁶⁾	78,622		1,453		77,169		—		—
Mortgage loan and investment commitments	925,169		867,119		58,050		—		—
Repurchase program borrowings⁽⁷⁾	160,002		160,002		—		—		—
Policyholder obligations⁽⁸⁾	42,015,056		1,671,603		3,535,587		3,479,649		33,328,217
Total⁽⁹⁾	$	54,156,906	$	3,566,249	$	6,236,125	$	5,709,208	$	38,645,324

(1) Debt includes all principal amounts owed on note agreements and expected interest payments due over the term of the notes.

(2) Non-recourse funding obligations include all undiscounted principal amounts owed and expected future interest payments due over the term of the notes. Of the total undiscounted cash flows, $1.8 billion relates to the Golden Gate V transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate V receives from notes issued by a nonconsolidated variable interest entity. Additionally, $3.0 billion relates to the Golden Gate transaction that occurred in Q1 2016. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate receives from notes issued by nonconsolidated entity and third parties. The remaining amounts are associated with the Golden Gate II notes held by third parties as well as certain obligations assumed with the acquisition of MONY Life Insurance Company.

(3) Subordinated debt securities includes all principal amounts and interest payments due over the term of the obligations.

(4) Anticipated stable value products cash flows including interest.

(5) Includes all lease payments required under operating lease agreements.

(6) The lease payments shown assume we exercise our option to purchase the building at the end of the lease term. Additionally, the payments due by the periods above were computed based on the terms of the renegotiated lease agreement, which was entered in December 2013.

(7) Represents secured borrowings as part of our repurchase program as well as related interest.

(8) Estimated contractual policyholder obligations are based on mortality, morbidity, and lapse assumptions comparable to our historical experience, modified for recent observed trends. These obligations are based on current balance sheet values and include expected interest crediting, but do not incorporate an expectation of future market growth, or future deposits. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. As variable separate account obligations are legally insulated from general account obligations, the variable separate account obligations will be fully funded by cash flows from variable separate account assets. We expect to fully fund the general account obligations from cash flows from general account investments.

(9) Excluded from this table are certain pension obligations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB guidance defines fair value for GAAP and establishes a framework for measuring fair value as well as a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. The term “fair value” in this document is defined in accordance with GAAP. The standard describes three levels of inputs that may be used to measure fair value. For more information, see Note ~~16,~~ 7, Fair Value of Financial Instruments.

120

Table of Contents

OFF-BALANCE SHEET ARRANGEMENTS

We have entered into indemnity agreements with each of our directors as well as operating leases that do not result in an obligation being recorded on the balance sheet. Refer to Note ~~11,~~13, Commitments and Contingencies, of the consolidated condensed financial statements for more information on our indemnity agreements.

MARKET RISK EXPOSURES

Our financial position and earnings are subject to various market risks including changes in interest rates, the yield curve, spreads between risk-adjusted and risk-free interest rates, foreign currency rates, used vehicle prices, and equity price risks and issuer defaults. We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, through an integrated asset/liability management process. Our asset/liability management programs and procedures involve the monitoring of asset and liability durations for various product lines; cash flow testing under various interest rate scenarios; and the continuous rebalancing of assets and liabilities with respect to yield, credit and market risk, and cash flow characteristics. These programs also incorporate the use of derivative financial instruments primarily to reduce our exposure to interest rate risk, inflation risk, currency exchange risk, volatility risk, and equity market risk. See Note ~~17,~~ 8, Derivative Financial Instruments, to the consolidated condensed financial statements included in this report for additional information on our financial instruments.

The primary focus of our asset/liability program is the management of interest rate risk within the insurance operations. This includes monitoring the duration of both investments and insurance liabilities to maintain an appropriate balance between risk and profitability for each product category, and for us as a whole. It is our policy to maintain asset and liability durations within one year of one another, although, from time to time, a broader interval may be allowed.

We are exposed to credit risk within our investment portfolio and through derivative counterparties. Credit risk relates to the uncertainty of an obligor’s continued ability to make timely payments in accordance with the contractual terms of the instrument or contract. We manage credit risk through established investment policies which attempt to address quality of obligors and counterparties, credit concentration limits, diversification requirements, and acceptable risk levels under expected and stressed scenarios. Derivative counterparty credit risk is measured as the amount owed to us, net of collateral held, based upon current market conditions. In addition, we periodically assess exposure related to potential payment obligations between us and our counterparties. We minimize the credit risk in derivative financial instruments by entering into transactions with high quality counterparties, (A-rated or higher at the time we enter into the contract), and we maintain credit support annexes with certain of those counterparties.

We utilize a risk management strategy that includes the use of derivative financial instruments. Derivative instruments expose us to credit market and basis risk. Such instruments can change materially in value from period- to-period. We minimize our credit risk by entering into transactions with highly rated counterparties. We manage the market and basis risks by establishing and monitoring limits as to the types and degrees of risk that may be undertaken. We monitor our use of derivatives in connection with our overall asset/liability management programs and procedures. In addition, all derivative programs are monitored by our risk management department.

Derivative instruments that are used as part of our interest rate risk management strategy include interest rate swaps, interest rate futures, interest rate caps, and interest rate options. Our inflation risk management strategy involves the use of swaps that require us to pay a fixed rate and receive a floating rate that is based on changes in the Consumer Price Index (“CPI”).

We may use the following types of derivative contracts to mitigate our exposure to certain guaranteed benefits related to variable annuity, fixed indexed annuity, and indexed universal life ~~contracts~~contracts:

•:

·Foreign Currency Futures

·•Variance Swaps

·•Interest Rate Futures

·•Equity Options

·•Equity Futures

·•Credit Derivatives

·•Interest Rate Swaps

·•Interest Rate Swaptions

·•Volatility Futures

·•Volatility Options

·•Total Return Swaps

We believe that our asset/liability management programs and procedures and certain product features provide protection against the effects of changes in interest rates under various scenarios. Additionally, we believe our asset/liability management programs and procedures provide sufficient liquidity to enable us to fulfill our obligation to pay benefits under our various insurance and deposit contracts. However, our asset/liability management programs and procedures incorporate assumptions about the relationship between short-term and long-term interest rates (i.e., the slope of the yield curve), relationships between risk-adjusted and risk-free interest rates, market liquidity, spread movements, implied volatility, policyholder behavior, and other factors, and the effectiveness of our asset/liability management programs and procedures may be negatively affected whenever actual results differ from those assumptions.

In the ordinary course of our commercial mortgage lending operations, we may commit to provide a mortgage loan before the property to be mortgaged has been built or acquired. The mortgage loan commitment is a contractual obligation to fund a

121

Table of Contents

mortgage loan when called upon by the borrower. The commitment is not recognized in our financial statements until the commitment is actually funded. The mortgage loan commitment contains terms, including the rate of interest, which may be different than prevailing interest rates. As of ~~September~~June 30, ~~2015~~2016 (Successor Company), we had outstanding mortgage loan commitments of ~~$774.3~~$717.3 million at an average rate of ~~4.4%~~4.2%.

Impact of continued low interest rate environment

Significant changes in interest rates expose us to the risk of not realizing anticipated spreads between the interest rate earned on investments and the interest rate credited to in-force policies and contracts. In addition, certain of our insurance and investment products guarantee a minimum guaranteed interest rate (“MGIR”). In periods of prolonged low interest rates, the interest spread earned may be negatively impacted to the extent our ability to reduce policyholder crediting rates is limited by the guaranteed minimum credited interest rates. Additionally, those policies without account values may exhibit lower profitability in periods of prolonged low interest rates due to reduced investment ~~income~~.

income.

The table below presents account values by range of current minimum guaranteed interest rates and current crediting rates for our universal life and deferred fixed annuity products as of ~~September~~June 30, ~~2015~~2016 (Successor Company) and December 31, ~~2014 (Predecessor~~2015 (Successor Company):

Credited Rate Summary

As of ~~September~~June 30, ~~2015~~2016 (Successor Company)

1-50 bps

More than

Minimum Guaranteed Interest Rate

At

above

50 bps

Account Value

MGIR

MGIR

above MGIR

Total

(Dollars In Millions)

Universal Life Insurance

>2% - 3%

$
192

$
1,006

$
2,017

$
3,215

>3% - 4%

3,641

1,629

26

5,296

>4% - 5%

1,997

14

—

2,011

>5% - 6%

218

—

—

218

Subtotal

6,048

2,649

2,043

10,740

Fixed Annuities

1%

$
657

$
170

$
154

$
981

>1% - 2%

577

506

134

1,217

>2% - 3%

1,914

475

16

2,405

>3% - 4%

284

—

—

284

>4% - 5%

288

—

—

288

>5% - 6%

3

—

—

3

Subtotal

3,723

1,151

304

5,178

Total

$
9,771

$
3,800

$
2,347

$
15,918

Percentage of Total

61
%
24
%
15
%
100
%



				1-50 bps			More than
Minimum Guaranteed Interest Rate	At			above			50 bps
Account Value	MGIR			MGIR			above MGIR			Total
	(Dollars In Millions)
Universal Life Insurance
>2% - 3%	$	200		$	1,077		$	2,008		$	3,285
>3% - 4%	4,034			1,194			11			5,239
>4% - 5%	1,958			14			—			1,972
>5% - 6%	212			—			—			212
Subtotal	6,404			2,285			2,019			10,708
Fixed Annuities
1%	$	665		$	164		$	132		$	961
>1% - 2%	561			491			121			1,173
>2% - 3%	2,074			179			11			2,264
>3% - 4%	273			—			—			273
>4% - 5%	281			—			—			281
>5% - 6%	3			—			—			3
Subtotal	3,857			834			264			4,955
Total	$	10,261		$	3,119		$	2,283		$	15,663

Percentage of Total	66		%	20		%	14		%	100		%

122

Table of Contents

Credited Rate Summary

As of December 31, ~~2014 (Predecessor~~2015 (Successor Company)

1-50 bps

More than

Minimum Guaranteed Interest Rate

At

above

50 bps

Account Value

MGIR

MGIR

above MGIR

Total

(Dollars In Millions)

Universal Life Insurance

>2% - 3%

$
188

$
958

$
2,018

$
3,164

>3% - 4%

3,526

1,670

138

5,334

>4% - 5%

2,035

15

—

2,050

>5% - 6%

224

—

—

224

Subtotal

5,973

2,643

2,156

10,772

Fixed Annuities

1%

$
602

$
179

$
239

$
1,020

>1% - 2%

597

516

197

1,310

>2% - 3%

2,005

368

203

2,576

>3% - 4%

297

—

—

297

>4% - 5%

295

—

—

295

>5% - 6%

3

—

—

3

Subtotal

3,799

1,063

639

5,501

Total

$
9,772

$
3,706

$
2,795

$
16,273

Percentage of Total

60
%
23
%
17
%
100
%



				1-50 bps			More than
Minimum Guaranteed Interest Rate	At			above			50 bps
Account Value	MGIR			MGIR			above MGIR			Total
	(Dollars In Millions)
Universal Life Insurance
>2% - 3%	$	197		$	1,033		$	2,016		$	3,246
>3% - 4%	3,648			1,603			27			5,278
>4% - 5%	1,983			14			—			1,997
>5% - 6%	215			—			—			215
Subtotal	6,043			2,650			2,043			10,736
Fixed Annuities
1%	$	663		$	169		$	138		$	970
>1% - 2%	569			496			131			1,196
>2% - 3%	2,083			248			11			2,342
>3% - 4%	278			—			—			278
>4% - 5%	287			—			—			287
>5% - 6%	3			—			—			3
Subtotal	3,883			913			280			5,076
Total	$	9,926		$	3,563		$	2,323		$	15,812

Percentage of Total	63		%	23		%	14		%	100		%

We are active in mitigating the impact of a continued low interest rate environment through product design, as well as adjusting crediting rates on current in-force policies and contracts. We also manage interest rate and reinvestment risks through our asset/liability management process. Our asset/liability management programs and procedures involve the monitoring of asset and liability durations; cash flow testing under various interest rate scenarios; and the regular rebalancing of assets and liabilities with respect to yield, credit and market risk, and cash flow characteristics. These programs also incorporate the use of derivative financial instruments primarily to reduce our exposure to interest rate risk, inflation risk, currency exchange risk, volatility risk, and equity market risk.

IMPACT OF INFLATION

Inflation increases the need for life insurance. Many policyholders who once had adequate insurance programs may increase their life insurance coverage to provide the same relative financial benefit and protection. Higher interest rates may result in higher sales of certain of our investment products.

The higher interest rates that have traditionally accompanied inflation could also affect our operations. Policy loans increase as policy loan interest rates become relatively more attractive. As interest rates increase, disintermediation of stable value and annuity account balances and individual life policy cash values may increase. The market value of our fixed-rate, long-term investments may decrease, we may be unable to implement fully the interest rate reset and call provisions of our mortgage loans, and our ability to make attractive mortgage loans, including participating mortgage loans, may decrease. In addition, participating mortgage loan income may decrease. The difference between the interest rate earned on investments and the interest rate credited to life insurance and investment products may also be adversely affected by rising interest rates. During the periods covered by this report, we believe inflation has not had a material impact on our ~~business~~.

business.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2, Summary of Significant Accounting Policies, toto the consolidated condensed financial statements for information regarding recently issued accounting standards.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

See Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Liquidity and Capital Resources” and Part II, Item 1A, Risk Factors, of this report for market risk disclosures.

123

Table of Contents

Item 4.Controls and Procedures

(a)Disclosure controls and procedures

In order to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized, and reported on a timely basis, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), except as otherwise noted below. Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective. It should be noted that any system of controls, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of any control system is based in part upon certain judgments, including the costs and benefits of controls and the likelihood of future events. Because of these and other inherent limitations of control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

As described in Note 3 to the consolidated condensed financial statements set forth in this periodic report on Form 10-Q, the Company entered into a reinsurance transaction with Genworth Life and Annuity Insurance Company effective January 1, 2016. The Company performed due diligence on this transaction prior to the effective date and developed a reasonable level of assurance that the disclosure controls and procedures for the related administrative systems and processes were effective.

(b)Changes in internal control over financial reporting

During the period from February 1, 2015 through September 30, 2015 (Successor Company), the Company updated its internal controls over financial reporting to ensure the accuracy of information disclosed as a result of the Merger, including but not limited to internal controls over reporting of goodwill and intangible assets. Other than the updates mentioned, there

There have been no changes in the Company’s internal control over financial reporting during the ~~period of January 1, 2015 to January 31, 2015 (Predecessor Company) or the period of February 1, 2015 to September~~three months ended June 30, ~~2015~~2016 (Successor Company), that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal controls exist within a dynamic environment and the Company continually strives to improve its internal controls and procedures to enhance the quality of its financial ~~reporting~~.

reporting.

PART II

~~Item 1. Legal Proceedings~~

After the entry into the Merger Agreement on June 3, 2014, four lawsuits were filed against the Company, our then current directors, Dai-ichi Life and DL Investment (Delaware), Inc. on behalf of alleged Company shareowners. On June 11, 2014, a putative class action lawsuit styled ~~Edelman, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 01-CV-2014-902474.00, was filed in the Circuit Court of Jefferson County, Alabama. On July 30, 2014, the plaintiff in~~ ~~Edelman~~ ~~filed an amended complaint. Three putative class action lawsuits were filed in the Court of Chancery of the State of Delaware,~~ ~~Martin, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 9794-CB, filed June 19, 2014,~~ ~~Leyendecker, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 9931-CB, filed July 22, 2014 and~~ ~~Hilburn, et al. v. Protective Life Corporation, et al.~~~~, Civil Action No. 9937-CB, filed July 23, 2014. The Delaware Court of Chancery consolidated the~~ ~~Martin~~, ~~Leyendecker,~~ ~~and~~ ~~Hilburn~~ ~~actions under the caption~~ ~~In re Protective Life Corp. Stockholders Litigation~~~~, Consolidated Civil Action No. 9794-CB, designated the~~ ~~Hilburn~~ complaint as the operative consolidated complaint (the “Delaware Action”) and appointed Charlotte Martin, Samuel J. Leyendecker, Jr., and Deborah J. Hilburn to serve as co-lead plaintiffs. These lawsuits alleged that our Board of Directors breached its fiduciary duties to our shareowners, that the Merger involved an unfair price, an inadequate sales process, and unreasonable deal protection devices that purportedly precluded competing offers, and that the preliminary proxy statement filed with the SEC on July 10, 2014 failed to disclose purportedly material information. The complaints also alleged that the Company, Dai-ichi Life and DL Investment (Delaware), Inc. aided and abetted those alleged breaches of fiduciary duties. The complaints sought injunctive relief, including enjoining or rescinding the Merger, and attorneys’ and other fees and costs, in addition to other relief. The Delaware Action also sought an award of unspecified damages.

~~With respect to the~~ ~~Edelman~~ lawsuit, on September 5, 2014, the court held a hearing to address motions to dismiss the lawsuit filed on behalf of the Company, the members of the Company’s Board, and DL Investment (Delaware), Inc. On September 19, 2014, the court granted those motions and dismissed the ~~Edelman~~ lawsuit in its entirety and with prejudice, pending a possible appeal by the plaintiff. With respect to the Delaware Action, on September 24, 2014, the Company, each of the members of the Company’s Board, Dai-ichi Life, and DL Investment (Delaware), Inc. entered into a Memorandum of Understanding (the “MOU”) with the plaintiffs in that case, which set forth the parties’ agreement in principle for a settlement of the Delaware Action. As set forth in the MOU, the Company, the members of the Company’s Board, Dai-ichi Life, and DL Investment (Delaware), Inc. agreed to the settlement solely to eliminate the burden, expense, distraction, and uncertainties inherent in further litigation, and without admitting any liability or wrongdoing. The MOU contemplated that the parties would seek to enter into a stipulation of settlement providing for the certification of a mandatory non opt-out class, for settlement purposes only, to include any and all record and beneficial owners of shares (excluding the members of the Company’s Board and their immediate family members, any entity in which any member of the Company’s Board has a controlling interest, and any successors in interest thereto) that held shares at any time during the period beginning on June 3, 2014, through the date of consummation or termination of the Merger, including any and all of their respective successors in interest, successors, predecessors in interest, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, together with their predecessors, successors and assigns, and a global release of claims relating to the Merger as set forth in the MOU. As part of the settlement, the Company agreed to make certain additional disclosures related to the Merger which are set forth in the Company’s Form 8-K filed on September 25, 2014 and which supplement the information contained in the Company’s definitive proxy statement filed with the SEC on August 25, 2014, as amended on August 27, 2014. Nothing in the Form 8-K or stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth in the Form 8-K. The stipulation of settlement and release of all claims in the Delaware Action was approved by the Court of Chancery of the State of Delaware on June 16, 2015. The terms of the settlement had no effect on the consideration received by Company stockholders in connection with the completion of the Merger, and the amount of attorneys’ fees and expenses awarded to the plaintiffs’ counsel did not have a material impact upon the Company.

~~For additional information regarding legal proceedings see Item 1A,~~ ~~Risk Factors~~ ~~and Note 11,~~ ~~Commitments and Contingencies~~ ~~of the Notes to the Consolidated Condensed Financial Statements, each included herein~~.

Item 1A. Risk Factors

The operating results of companies in the insurance industry have historically been subject to significant fluctuations. The factors which could affect the Company’s future results include, but are not limited to, general economic conditions and known trends and uncertainties. In addition to other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors,in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 (Successor Company), which could materially affect the Company’s business, financial condition, or future results of ~~operations~~operations..

The Company ~~may not be able~~is exposed to ~~achieve~~risks related to natural and man-made disasters and catastrophes, diseases, epidemics, pandemics, malicious acts, cyber-attacks, terrorist acts and climate change, which could adversely affect the ~~expected results from its recently announced reinsurance transaction or obtain financing on terms currently anticipated.~~

~~On September 30, 2015, Protective Life Insurance Company (“PLICO”), a wholly owned subsidiary of~~Company’s operations and results.

While the Company ~~entered into a Master Agreement (the “Master Agreement”) with Genworth Life~~has obtained insurance, implemented risk management and Annuity Insurance Company (“GLAIC”). Pursuant to the Master Agreement, PLICO agreed to enter into a reinsurance agreement (the “Reinsurance Agreement”) pursuant to which PLICO will coinsure certain term life insurance businesscontingency plans, and taken preventive measures and other precautions, no predictions of GLAIC. In connection with the reinsurance transaction, PLICO intends to enter into a financing transaction with a term of up to 20 years involving, among other parties, its indirect wholly owned subsidiary, Golden Gate Captive Insurance Company (“Golden Gate”), and a syndicate of third-party risk takers, to finance up to $2.2 billion of “XXX” reserves related to the GLAIC business tospecific scenarios can be reinsured and the other term life insurance business currently reinsured by Golden Gate. Although PLICO intends to execute the financing transaction concurrently with its entry into the Reinsurance Agreement, the closing of the transactions contemplated by the Master Agreement ismade nor can assurance be given that there are not ~~conditioned upon the consummation of the financing transaction.~~

The transaction is conditioned on, among other things, the satisfaction of various closing conditions, including the receipt of required regulatory approvals. If the transaction is not completed, the Company may be required to pay its costs relating to the transaction, such as legal, accounting and actuarial fees, and the time and resources committed by the Company’s management to matters relating to the transaction could otherwise have been devoted to the Company’s existing business or to pursuing other beneficial opportunities. A delay in the closing of the transaction may negatively impact the expected results from the transaction. In addition, PLICO may not be able to obtain financing on terms currently anticipated, and the source of funds for the transaction may be different than currently contemplated and could consume capital resourcesscenarios that would no longer be available for other corporate purposes. If completed, the actual financial results of the transaction could differ materially from the Company’s expectations and may be impacted by items not taken into account in its forecasts and calculations. In addition, the Company’s expectations regarding the performance and administration of the business, and the parties’ ability to satisfy their respective legal and compliance obligations in relation to the transaction, may prove to be incorrect. The occurrence or realization of the foregoing could have an adverse ~~impact~~effect on the Company. A natural or man-made disaster or catastrophe, including a severe weather or geological event such as a storm, tornado, fire, flood, or earthquake, disease, epidemic, pandemic, malicious act,cyber-attack, terrorist act, or the occurrence of climate change, could cause the Company’s ~~financial condition~~workforce to be unable to engage in operations at one or ~~results~~more of ~~operations.~~

~~Assets allocated~~its facilities or result in short or long-term interruptions in the Company’s business operations, any of which could be material to the ~~MONY Closed Block benefit only~~Company’s operating results for a particular period. In addition, such events could adversely affect the ~~holders of certain policies; adverse performance of Closed Block assets~~mortality, morbidity, or ~~adverse~~other experience of ~~Closed Block liabilities may negatively affect the Company.~~

~~On October 1, 2013,~~ the Company ~~completed the acquisition of MONY Life Insurance Company from AXA Financial, Inc. MONY was converted from a mutual insurance company to a stock corporation in accordance with~~or its Plan of Reorganization dated August 14, 1998, as amended. In connection with its demutualization, an accounting mechanism known as a closed block (the “Closed Block”) was established for the benefit of policyholders who owned certain individual insurance policies of MONY in force as of the date of demutualization. Please refer to Note 4, ~~MONY Closed Block of Business~~~~, to the consolidated financial statements for a more detailed description of the Closed Block.~~

~~Assets allocated to the Closed Block inure solely to the benefit of the Closed Block’s policyholders~~reinsurers and will not revert to the benefit of the Company. However, if the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments must be made from assets outside the Closed Block. Adverse financial or investment performance of the Closed Block, or adverse mortality or lapse experience on policies in the Closed Block, may require MONY to pay policyholder benefits using assets outside the Closed Block, which events could have a material adverse impact on the Company’s financial condition or results of operations and negatively affect the Company’s risk-based capital ratios. In addition, regulatory actions could require payment of dividends to policyholders in a larger amount than is anticipated by the Company, which could have a material adversesignificant negative impact on the Company.

~~The Company is dependent on~~ In addition, claims arising from the ~~performance~~occurrence of ~~others.~~

The Company’s results may be affected by the performance of others because the Company has entered into various arrangements involving other parties. For example, most of the Company’s products are sold through independent distribution channels, variable annuity deposits are invested in funds managed by third parties, and certain modified coinsurance assets are managed by third parties. Also, the Company may rely upon third parties to administer certain portions of its businesssuch events or business that it reinsures. Additionally, the Company’s operations are dependent on various technologies, some of which are provided and/or maintained by other parties. Any of the other parties upon which the Company depends may default on their obligations to the Company due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions ~~operational failure, fraud, or other reasons. Such defaults~~ could have a material adverse effect on the Company’s financial condition and results of operations.

~~Certain~~ Such events or conditions could also have an adverse effect on lapses and surrenders of ~~these~~existing policies, as well as sales of new policies. The Company’s risk management efforts and other ~~parties~~precautionary plans and activities may ~~act~~not adequately predict the impact on ~~behalf of~~ the Company from such events.

In addition, such events or ~~represent~~conditions could result in a decrease or halt in economic activity in large geographic areas, adversely affecting the ~~Company in various capacities. Consequently, the Company may be held responsible for obligations that arise from the acts~~marketing or omissions of these other parties. As with all financial services companies, the Company’s ability to conduct business is dependent upon consumer confidence in the industry and its products. Actions of competitors and financial difficulties of other companies in the industry could undermine consumer confidence and adversely affect retention of existing business and future salesadministration of the Company’s ~~insurance and investment products.~~

~~A ratings downgrade~~ business within such geographic areas and/or ~~other negative action by a ratings organization~~the general economic climate, which in turn could ~~adversely affect~~have an adverse effect on the Company.

Various Nationally Recognized Statistical Rating Organizations (“rating organizations”) review the financial performance and condition of insurers, including the Company’s insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to meet policyholder and contract holder obligations. While financial strength ratings are not a recommendation to buy the Company’s securities Such events or products, these ratings are important to maintaining public confidence in the Company, its products, its ability to market its products, and its competitive position. A downgrade or other negative action by a ratings organization with respect to the financial strength ratings of the Company’s insurance subsidiaries or the debt ratings of the Company could adversely affect the Company in many ways, including the following: reducing new sales of insurance and investment products; adversely affecting relationships with distributors and sales agents; increasing the number or amount of policy surrenders and withdrawals of funds; requiring a reduction in prices for the Company’s insurance products and services in order to remain competitive; and adversely affecting the Company’s ability to obtain reinsurance at a reasonable price, on reasonable terms or at all. A downgrade of sufficient magnitude could result in the Company, its insurance subsidiaries, or both being required to collateralize reserves, balances or obligations under reinsurance, funding, swap, and securitization agreements. A downgrade of sufficient magnitudeconditions could also result in additional regulation or restrictions on the ~~termination~~Company in the conduct of its business. The possible macroeconomic effects of such events or conditions could also adversely affect the Company’s asset portfolio, as well as many other aspects of the Company’s business, financial condition, and results of operations.

The Company’s results and financial condition may be negatively affected should actual experience differ from management’s assumptions and estimates.

In the conduct of business, the Company makes certain ~~funding~~assumptions regarding mortality, morbidity, persistency, expenses, interest rates, equity market volatility, tax liability, business mix, frequency and ~~swap agreements.~~

~~Rating organizations~~severity of claims, contingent liabilities, investment performance, and other factors appropriate to the type of business it expects to experience in future periods. These assumptions are also ~~publish credit ratings for issuers~~used to estimate the amounts of ~~debt securities,~~deferred policy acquisition costs, policy liabilities and accruals, future earnings, and various components of the Company’s balance sheet. These assumptions are used in the operation of the Company’s business in

124

Table of Contents

making decisions crucial to the success of the Company, including the ~~Company. Credit ratings~~pricing of products and expense structures relating to products. The Company’s actual experience, as well as changes in estimates, is used to prepare the Company’s financial statements. To the extent the Company’s actual experience and changes in estimates differ from original estimates, the Company’s financial condition may be affected.

Mortality, morbidity, and casualty expectations incorporate assumptions about many factors, including for example, how a product is distributed, for what purpose the product is purchased, the mix of customers purchasing the products, persistency and lapses, future progress in the fields of health and medicine, and the projected level of used vehicle values. Actual mortality, morbidity, and/or casualty experience may differ from expectations. In addition, continued activity in the viatical, stranger-owned, and/or life settlement industry could cause the Company’s level of lapses to differ from its assumptions about persistency and lapses, which could negatively impact the Company’s performance.

The calculations the Company uses to estimate various components of its balance sheet and statements of income are ~~indicators~~necessarily complex and involve analyzing and interpreting large quantities of data. The Company currently employs various techniques for such calculations and relies, in certain instances, on third parties to make or assist in making such calculations. From time to time it develops and implements more sophisticated administrative systems and procedures capable of facilitating the calculation of more precise estimates. The systems and procedures that the Company develops, and the Company's reliance upon third parties, could result in errors in the calculations that impact our financial statements or affect our financial condition.

Assumptions and estimates involve judgment, and by their nature are imprecise and subject to changes and revisions over time. Accordingly, the Company’s results may be affected, positively or negatively, from time to time, by actual results differing from assumptions, by changes in estimates, and by changes resulting from implementing more sophisticated administrative systems and procedures that facilitate the calculation of more precise estimates.

The Company may not realize its anticipated financial results from its acquisitions strategy.

The Company’s acquisitions of companies and coinsurance of blocks of insurance business have increased its earnings. However, there can be no assurance that the Company will have future suitable opportunities for, or sufficient capital available to fund, such transactions. If our competitors have access to capital on more favorable terms or at a ~~debt issuer’s~~lower cost, our ability to ~~meet~~compete for acquisitions may be diminished. In addition, there can be no assurance that the ~~terms~~Company will be able to realize any projected operating efficiencies or realize the anticipated financial results from such transactions.

The Company may be unable to complete an acquisition transaction. Completion of ~~debt obligations~~an acquisition transaction may be more costly or take longer than expected, or may have a different or more costly financing structure than initially contemplated. In addition, the Company may not be able to complete or manage multiple acquisition transactions at the same time, or the completion of such transactions may be delayed or be more costly than initially contemplated. The Company or other parties to the transaction may be unable to obtain regulatory approvals required to complete an acquisition transaction. If the Company identifies and completes suitable acquisitions, it may not be able to successfully integrate the business in a timely ~~manner. These ratings are important~~or cost-effective manner, or retain key personnel and business relationships necessary to achieve anticipated financial results. In addition, there may be unforeseen liabilities that arise in connection with businesses or blocks of insurance business that the ~~Company’s overall ability to access credit markets~~Company acquires. Additionally, in connection with its acquisition transactions that involve reinsurance, the Company assumes, or otherwise becomes responsible for, the obligations of policies and other ~~types~~liabilities of ~~liquidity. Credit ratings are not recommendations to buy the Company’s securities or products. Downgrades of the Company’s credit ratings, or an announced potential downgrade~~other insurers. Any regulatory, legal, financial, or other ~~negative action,~~adverse development affecting the other insurer could also have ~~a material~~an adverse effect on the Company.

The Company’s use of derivative financial ~~conditions~~instruments within its risk management strategy may not be effective or sufficient.

The Company uses derivative financial instruments within its risk management strategy to mitigate risks to which it is exposed, including the adverse effects of domestic and/or international credit and/or equity market and/or interest rate levels, foreign exchange risks, or volatility on its fixed indexed annuity and ~~results~~variable annuity products with guaranteed benefit features. These derivative financial instruments may not effectively offset the changes in the carrying value of ~~operations~~the guarantees due to, among other things, the time lag between changes in ~~many ways, including, but not limited to,~~ the ~~following: limiting~~value of such guarantees and the changes in the value of the derivative financial instruments purchased by the Company, extreme credit and/or equity market and/or interest rate levels or volatility, contract holder behavior that differs from the Company’s ~~access to capital markets; increasing~~expectations, and divergence between the ~~cost~~performance of ~~debt; impairing its ability to raise capital to refinance maturing debt obligations; limiting its capacity to support~~ the ~~growth~~underlying funds of ~~its insurance subsidiaries; requiring it to pay higher amounts in connection~~such variable annuity products with ~~certain existing or future financing arrangements or transactions;~~guaranteed benefit features and ~~making it more difficult to maintain or improve~~ the ~~current financial strength ratings of its insurance subsidiaries. A downgrade of sufficient magnitude, in combination with other factors, could require~~indices utilized by the Company in estimating its exposure to ~~post collateral pursuant~~such guarantees.

The Company may also use derivative financial instruments within its risk management strategy to ~~certain contractual obligations.~~

~~Rating organizations assign ratings based upon several factors. While most~~mitigate risks arising from its exposure to investments in individual issuers or sectors of issuers and to mitigate the ~~factors relate to the rated company, some~~adverse effects of the factors relate to the views of the rating organization, general economic conditions, ratings of parent companies, and circumstances outside the rated company’s control. Factors identified by rating agencies that could lead to negative rating actions with respect to the Company distressed domestic and/or international credit and/or equity markets and/or interest rate levels or volatility on its insurance subsidiaries include, but are not limited to, weak growth in earnings, a deterioration of earnings (including deterioration due to spread compression in interest-sensitive lines of business), significant impairments in investment portfolios, heightened financial leverage,

lower interest coverage ratios, risk-based capital ratios falling below ratings thresholds, a material reinsurance loss, underperformance of an acquisition, and the rating of a parent company. In addition, rating organizations use various models and formulas to assess the strength of a rated company, and from time to time rating organizations have, in their discretion, altered the models. Changes to the models could impact the rating organizations’ judgment of the rating to be assigned to the rated company. Rating organizations may take various actions, positive or negative, with respect to our debt and financial strength ratings, including as a result of our status as a subsidiary of Dai-ichi Life. Any negative action by a ratings agency could have a material adverse impact on the Company’soverall financial condition or results of operations.

The ~~Company cannot predict what actions the rating organizations may take, or what actions~~use of derivative financial instruments by the Company may ~~take~~have an adverse impact on the level of statutory capital and the risk-based capital ratios of the Company’s insurance subsidiaries. The Company employs strategies in ~~response~~ the use of derivative financial instruments that are intended to mitigate such adverse impacts, but the Company’s strategies may not be effective.

The Company may also choose not to hedge, in whole or in part, these or other risks that it has identified, due to, for example, the availability and/or cost of a suitable derivative financial instrument or, in reaction to extreme credit, equity market and/or interest rate levels or volatility. Additionally, the Company’s estimates and assumptions made in connection with its use of any derivative financial instrument may fail to reflect or correspond to its actual long-term exposure in respect to identified risks. Derivative financial instruments held or purchased by the Company may also otherwise be insufficient to hedge the risks in relation

125

Table of Contents

to the ~~actions of the rating organizations.~~

~~The business of~~Company’s obligations. In addition, the Company may fail to identify risks, or the magnitude thereof, to which it is ~~highly regulated and is subject to routine audits, examinations and actions by regulators, law enforcement agencies and self-regulatory organizations.~~

exposed. The Company is also exposed to the risk that its use of derivative financial instruments within its risk management strategy may not be properly designed and/or may not be properly implemented as designed.

The Company is also subject to ~~government regulation~~the risk that its derivative counterparties or clearinghouse may fail or refuse to meet their obligations to the Company under derivative financial instruments. If the Company’s derivative counterparties or clearinghouse fail or refuse to meet their obligations to the Company in ~~each of~~this regard, the ~~states in~~Company’s efforts to mitigate risks to which it ~~conducts business. In many instances,~~is subject through the regulatory models emanate from the National Association of Insurance Commissioners (“NAIC”). Such regulation is vested in state agencies having broad administrative and in some instances discretionary power dealing with many aspects of the Company’s business, which may include, among other things, premium rates and increases thereto, underwriting practices, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, insurer use of ~~captive reinsurance companies, acquisitions, mergers, capital adequacy, claims practices and the remittance of unclaimed property. In addition, some state insurance departments~~such derivative financial instruments may ~~enact rules~~prove to be ineffective or regulations with extra-territorial application, effectively extending their jurisdiction to areas such as permitted insurance company investments that are normally the province of an insurance company’s domiciliary state regulator.

At any given time, a number of financial, market conduct, or other examinations or audits of the Company’s subsidiaries may be ongoing. It is possible that any examination or audit may result in payments of fines and penalties, payments to customers, or both, as well as changes in systems or procedures, any of which could have a material adverse effect on the Company’s financial condition or results of operations. inefficient.

The Company’s insurance subsidiaries are required to obtain state regulatory approval for rate increases for certain health insurance products. The Company’s profits may be adversely affected if the requested rate increases are not approved in full by regulators in a timely fashion.

~~State insurance regulators and the NAIC regularly re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations,~~above factors, either alone or in ~~interpretations thereof, are often made for the benefit of the consumer and~~combination, may ~~lead to additional expense for the insurer and, thus, could~~ have a material adverse effect on the Company’s financial condition and results of operations.

Disruption of the capital and credit markets could negatively affect the Company’s ability to meet its liquidity and financing needs.

The ~~NAIC~~Company needs liquidity to meet its obligations to its policyholders and its debt holders, and to pay its operating expenses. The Company’s sources of liquidity include insurance premiums, annuity considerations, deposit funds, cash flow from investments and assets, and other income from its operations. In normal credit and capital market conditions, the Company’s sources of liquidity also include a variety of short and long-term borrowing arrangements, including issuing debt securities.

The Company’s business is dependent on the capital and credit markets, including confidence in such markets. When the credit and capital markets are disrupted and confidence is eroded the Company may not be able to borrow money, including through the issuance of debt securities, or the cost of borrowing or raising capital may be prohibitively high. If the Company’s internal sources of liquidity are inadequate during such periods, the Company could suffer negative effects from not being able to borrow money, or from having to do so on unfavorable terms. The negative effects could include being forced to sell assets at a loss, a lowering of the Company’s credit ratings and the financial strength ratings of its insurance subsidiaries, and the possibility that customers, lenders, ratings agencies, or regulators develop a negative perception of the Company’s ~~state regulators may~~financial prospects, which could lead to further adverse effects on the Company.

The Company could be ~~influenced~~adversely affected by ~~the initiatives~~an inability to access its credit facility.

The Company relies on its credit facility as a potential source of international regulatory bodies, and those initiatives may not translate readily into the legal system under which U.S. insurers must operate. There is increasing pressure to conform to international standards dueliquidity. The availability of these funds could be critical to the ~~globalization~~Company’s credit and financial strength ratings and its ability to meet obligations, particularly when alternative sources of credit or liquidity are either difficult to access or costly. The availability of the ~~business~~Company’s credit facility is dependent in part on the ability of ~~insurance~~the lenders to provide funds under the facility. The Company’s credit facility contains various affirmative and negative covenants and events of default, including covenants requiring the Company to maintain a specified minimum consolidated net worth. The Company’s right to make borrowings under the facility is subject to the fulfillment of certain conditions, including its compliance with all covenants. The Company’s failure to comply with the covenants in the credit facility could restrict its ability to access this credit facility when needed. The Company’s inability to access some or all of the line of credit under the credit facility could have a material adverse effect on its financial condition and results of operations.

The Company could be adversely affected by an inability to access FHLB lending.

The Company is a member of the Federal Home Loan Bank (the “FHLB”) of Cincinnati and the ~~most~~FHLB of New York. Membership provides the Company with access to FHLB financial services, including advances that provide an attractive funding source for short-term borrowing and for the sale of funding agreements. In recent years, the Federal Housing Finance Agency (“FHFA”) has released advisory bulletins addressing concerns associated with insurance company (as opposed to federally-backed bank) access to FHLB financial ~~crisis.~~

services, the state insurance regulatory framework and FHLB creditor status in the event of member insurer insolvency. In ~~addition~~response to ~~developments at~~FHFA actions, FHLB members, the NAIC and in the United States, the Financial Stability Board (“FSB”), consisting of representatives of national financial authorities of the G20 nations, and the G20 have issued a series of proposals intendedtrade groups developed model legislation that would subject insurers accessing FHLB funding to ~~produce significant changes in how financial companies, particularly companies that are members of large and complex financial groups, should be regulated.~~

The International Association of Insurance Supervisors (“IAIS”), at the direction of the FSB, has published a methodology for identifying “global systemically important insurers” (“G-SIIs”) and high level policy measures that will applycollateral requirements similar to G-SIIs. The FSB, working with national authorities and the IAIS, has designated nine insurance groups as G-SIIs. The IAIS is working on the policy measures which include higher capital requirements and enhanced supervision. Although neither the Company nor Dai-ichi Life has been designated a G-SII, the list of designated insurers will be updated annually by the FSB. It is possible that the greater size and reach of the combined group as a result of the Company becoming a subsidiary of Dai-ichi Life, or a change in the methodologies or their application, could lead to the combined group’s designation as a G-SII.

The IAIS is also in the process of developing a common framework for the supervision of internationally active insurance groups (“IAIGs”), which is targeted to be implemented in 2019. Under the proposed framework, insurance groups deemed to be IAIGs may be required by their regulators to comply with new global capital requirements, which may exceed the sum of state or other local capital requirements. In addition, the IAIS is developing a model framework for the supervision of IAIGs that contemplates “group wide supervision” across national boundaries, which requires each IAIG to conduct its own risk and solvency assessment to monitor and manage its overall solvency. It is possible that, as a result of the Merger, the combined group may be deemed an IAIG, in which case it may be subject to supervision and capital requirements beyond those applicable to ~~any competitors who are~~federally insured depository institutions. While members of the FHLB and NAIC were not ~~designated as an IAIG.~~

~~While it~~able to agree on certain points, legislation based on this model has been introduced and adopted in several states and is not ~~yet known how~~being opposed by the NAIC. It is unclear at this time whether or ~~if these~~to what extent additional or new legislation or regulatory action regarding continued access to FHLB financial services will be enacted or adopted. Any developments that limit access to FHLB financial services could have a material adverse effect on the Company.

NAIC actions, ~~will impact~~pronouncements and initiatives may affect the Company, such regulation could result in increased costs of compliance, increased disclosure, less flexibility in capital management and more burdensome regulation and capital requirements for specific lines of business, and could impact the Company and itsCompany’s product profitability, reserve and capital requirements, financial condition or results of operations.

Although some NAIC pronouncements, particularly as they affect accounting, reserving and risk-based capital issues, may take effect automatically without affirmative action taken by the states, the NAIC is not a governmental entity and its processes and procedures do not comport with those to which governmental entities typically adhere. Therefore, it is possible that actions could be taken by the NAIC that become effective without the procedural safeguards that would be present if governmental action was required. In addition, with respect to some financial regulations and guidelines, states sometimes defer to the interpretation of the insurance department of a non-domiciliary state. Neither the action of the domiciliary state nor the action of the NAIC is binding on a non-domiciliary state. Accordingly, a state could choose to follow a different interpretation. The Company is also subject to the risk that compliance with any particular regulator’s interpretation of a legal, accounting or actuarial issue may result in non-compliance with another regulator’s interpretation of the same issue, particularly when compliance is judged in hindsight. There is an additional risk that any particular regulator’s interpretation of a legal, accounting or actuarial issue may change over time to the Company’s detriment, or that changes to the overall legal or market environment may cause the Company to change its practices in ways that may, in some cases, limit its growth or profitability. Statutes, regulations, interpretations, and instructions

126

Table of Contents

may be applied with retroactive impact, particularly in areas such as accounting, reserve and risk-based capital requirements. Also, regulatory actions with prospective impact can potentially have a significant impact on currently sold products.

The NAIC has announced more focused inquiries on certain matters that could have an impact on the Company’s financial condition and results of operations. Such inquiries concern, for example, examination of statutory accounting disclosures for separate accounts, insurer use of captive reinsurance companies, variable annuity reserves and capital treatment, certain aspects of insurance holding company reporting and disclosure, reserving for universal life products with secondary guarantees, reinsurance, cybersecurity practices, and risk-based capital calculations. In addition, the NAIC continues to consider various initiatives to change and modernize its financial and solvency requirements and regulations. It ~~is considering changing to, or~~ has ~~considered and passed,~~adopted a principles-based reserving ~~method~~methodology for life insurance and annuity reserves, but additional formulas relevant to the new standard are being developed. The NAIC is also considering changes to ~~the~~ accounting and risk-based capital regulations, ~~changes to the~~ governance practices of insurers, and other items. Some of these proposed changes, including implementing a principles-based reserving methodology, ~~would~~ require the approval of state legislatures. The Company cannot ~~provide any~~currently estimate ~~as to~~ what impact these more focused inquiries or proposed changes, if they occur, will have on its product mix, product profitability, reserve and capital requirements, financial condition or results of operations.

~~With respect~~

The Company’s use of captive reinsurance companies to ~~reserving requirements for~~finance statutory reserves related to its term and universal life policies with secondary guarantees (“ULSG”), in 2012 the NAIC adopted revisions to Actuarial Guideline XXXVIII (“AG38”) addressing those requirements. Also, the NAIC established a working group to consider interpretations of AG38, and any adopted interpretations are binding on reserve calculations for policies within the scope of AG38. Some of the regulatory participants in the AG38 revision process appeared to believe that one of the purposes of the revisions was to calculate reserves for ULSG similarly to reserves for guaranteed level term life insurance contracts with the same guarantee period. The effect of the revisions was to increase the level of reserves that must be held by insurers on ULSG with certain product designs that are issued on and after January 1, 2013,products and to cause insurers to test the adequacy of reserves, and possibly increase the reserves, on ULSG with certain product designs that were issued before January 1, 2013. The Company developed and introduced a new ULSG product for sales in 2013. The Company cannot predict future regulatory actions that could negatively impact the Company’s ability to market thisreduce volatility affecting its variable annuity products may be limited or ~~other products. Such regulatory reactions could include, for~~

~~example, withdrawal of state approvals of the product, or adoption of further changes to AG38 or other adverse action including retroactive~~adversely affected by regulatory action, that could negatively impact the Company’s product. A disruption of the Company’s ability to sell financially viable life insurance products or an increase in reserves on ULSG policies issued either before or after January 1, 2013, could have a material adverse impact on the Company’s financial condition or results of operations.

pronouncements and interpretations.

The Company currently uses affiliated captive reinsurance companies in various structures to finance certain statutory reserves based on a regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly known as “Regulation XXX,” and a supporting guideline entitled “The Application of the Valuation of Life Insurance Policies Model Regulation,” commonly known as “Guideline ~~AXXX,~~AXXX”, which are associated with term life insurance and universal life insurance with secondary guarantees, respectively, as well as to reduce the volatility in statutory ~~risk based~~risk-based capital associated with certain guaranteed minimum withdrawal and death benefit riders associated with the Company’s variable annuity products. The NAIC, through various committees, subgroups and dedicated task forces, is reviewing the use of captives and special purpose vehicles used to transfer insurance risk in relation to existing state laws and regulations, and several committees have adopted or exposed for comment white papers and reports that, if or when implemented, could impose additional requirements on the use of captives and other reinsurers (including traditional reinsurers) (the “Affected Business”). ~~The Financial Condition (E) Committee of the NAIC recently established a Variable Annuity Issues Working Group to examine company use of variable annuity captives.~~ In addition, the Principles Based Reserving Implementation (EX) Task Force of the NAIC, charged with analysis of the adoption of a principles-based reserving methodology, adopted the “conceptual framework” contained in a report issued by Rector & Associates, Inc., dated June 4, 2014 (as modified or supplemented, the “Rector Report”), that ~~contains~~includes numerous recommendations pertaining to the regulation and use of certain captive reinsurers. Certain high-level recommendations have been adopted and assigned to various NAIC working groups, which working groups are in various stages of discussions regarding recommendations. One recommendation of the Rector Report has been adopted as Actuarial Guideline XLVIII (“AG48”). AG48 sets more restrictive standards on the permitted collateral utilized to back reserves of a captive. Other recommendations in the Rector Report are subject to ongoing comment and revision. It is unclear at this time to what extent the recommendations in the Rector Report, or additional or revised recommendations relating to captive transactions or reinsurance transactions in general, will be adopted by the NAIC. If the recommendations proposed in the Rector Report are implemented, it will likely be difficult for the Company to establish new captive financing arrangements on a basis consistent with past practices. As a result of AG48 and the Rector Report, the implementation of new captive structures in the future may be less capital efficient, may lead to lower product returns and/or increased product pricing or result in reduced sales of certain products. Additionally, in some circumstances AG48 and the implementation of the recommendations in the Rector Report could impact the Company’s ability to engage in certain reinsurance transactions with non-affiliates.

The Financial Condition (E) Committee of the NAIC established a Variable Annuity Issues Working Group ("VAIWG") in 2015 to oversee the NAIC’s efforts to study and address regulatory issues resulting in variable annuity captive reinsurance transactions. The VAIWG developed a Framework for Change (the “Framework”) which was adopted in 2015. The Framework suggests numerous changes to current NAIC rules and regulations that are intended to decrease incentives for insurers to establish variable annuities captives, which changes could potentially be applied to both in-force and new business. The Framework proposes that various NAIC groups consider and adopt recommended changes to current rules and regulations (with a targeted effective date in 2017) and that, upon adoption, domestic regulators request that insurers ceding business to variable annuity captives recapture such business and dissolve such captives. The VAIWG expects or receive a draft of recommendations for changes to current rules and regulations in August 2016. If the proposals set forth in the Framework are adopted, changes in the regulation of variable annuities and variable annuity captives could adversely affect our future financial condition and results of operations.

The NAIC adopted revisions to the Part A Laws and Regulations Preamble (the "Preamble") of the NAIC Financial Regulation Standards and Accreditation ~~(F) Committee is considering a proposal to~~Program that will include within the definition of “multi-state insurer” certain insurer-owned captives and special purpose vehicles that are single-state licensed but assume reinsurance from cedants operating in multiple ~~states within the definition of “multi-state insurer” found in the preambles to Parts A and B of the NAIC Financial Regulation Standards and Accreditation Program. If adopted, the~~states. The revised definition ~~would~~will subject certain captives, including XXX/AXXX captives, variable annuity and long-term care captives, to all of the ~~Accreditation Standards~~accreditation standards applicable to other traditional multi-state insurers, including standards related to capital and surplus requirements, risk-based capital requirements, investment laws and credit for reinsurance laws. Although we do not expect the revised definition ~~if adopted,~~ to affect our existing life insurance captives (or our ability to engage in life insurance captive transactions in the future), such application ~~would~~will likely prevent us from engaging in variable annuity captive transactions on the same or a similar basis as in the past and, if applied retroactively, would likely cause us to recapture business from and unwind our existing variable annuity captive (“VA Captive”).

While the recapture of business from our existing VA Captive, caused either by actions of the VAIWG or the effect of the Preamble, would not have a material adverse effect on the Company given current market conditions, in the future the Company could experience fluctuations in its ~~RBC~~risk-based capital ratio due to market volatility if it were prohibited from engaging in similar

127

Table of Contents

transactions or required to unwind its existing VA Captive, which could adversely affect our future financial condition and results of ~~operations~~.

The NAIC established a Variable Annuity Issues Working Group (VAIWG) in 2015 to oversee the NAIC’s efforts to study and address regulatory issues resulting in variable annuity captive reinsurance transactions. The VAIWG has developed a draft report to the Financial Condition (E) Committee that includes a Variable Annuities - Framework for Change (the “Framework”). The Framework suggests numerous changes to current NAIC rules and regulations that are intended to decrease incentives for insurers to establish variable annuities captives, with such

changes to be applied to both inforce and new business. The Framework proposes that various NAIC groups consider and adopt recommended changes to current rules and regulations (with an anticipated effective date in January 2017) and that, upon adoption, domestic regulators request that insurers ceding business to variable annuity captives recapture such business and dissolve such captives. If the Framework is adopted, both the changes proposed by the Framework and the recapture of business and dissolution of our VA Captive could adversely affect our future financial condition and results of operations.

Any regulatory action or changes in interpretation that materially adversely affects the Company’s use or materially increases the Company’s cost of using captives or reinsurers for the Affected Business, either retroactively or prospectively, could have a material adverse impact on the Company’s financial condition or results of operations. If the Company were required to discontinue its use of captives for intercompany reinsurance transactions on a retroactive basis, adverse impacts would include early termination fees payable with respect to certain structures, diminished capital position and higher cost of capital. Additionally, finding alternative means to support policy liabilities efficiently is an unknown factor that would be dependent, in part, on future market conditions and the Company’s ability to obtain required regulatory approvals. On a prospective basis, discontinuation of the use of captives could impact the types, amounts and pricing of products offered by the Company’s insurance subsidiaries.

~~Recently, new~~

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

Since 2012, various states have enacted laws ~~and regulations have been adopted in certain states~~ that require life insurers to search for unreported deaths. The National Conference of Insurance Legislators (“NCOIL”) has adopted the Model Unclaimed Life Insurance Benefits Act (the “Unclaimed Benefits Act”) and legislation ~~has~~or regulations have been enacted in ~~various~~numerous states that isare similar to the Unclaimed Benefits Act, although each state’s version differs in some respects. The Unclaimed Benefits Act, ~~would impose~~if adopted by any state, imposes new requirements on insurers to periodically compare their ~~in-force~~ life insurance and annuity contracts and retained asset accounts against athe U.S. Social Security Administration's Death ~~Database,~~Master File or similar databases (a "Death Database"), investigate any potential matches to confirm the death and determine whether benefits are due, and to attempt to locate the beneficiaries of any benefits that are due or, if no beneficiary can be located, escheat the benefit to the state as unclaimed property. Other states in which the Company does business may also consider adopting legislation similar to the Unclaimed Benefits Act. The Company cannot predict whether such legislation will be proposed or enacted in additional states. Additionally, the NAIC Unclaimed Life Insurance Benefits (A) Working Group is developing a model unclaimed property law that overlaps with the NCOIL-based laws already adopted in ~~several~~numerous states.

The Uniform Laws Commission has adopted revisions to the Uniform Unclaimed Property Act in a manner likely to impact state unclaimed property laws and requirements, though it is not clear at this time to what extent or whether requirements will conflict with otherwise imposed search requirements. Other life insurance industry associations and regulatory associations are also considering these matters.

Certain states have amended or may amend their unclaimed property laws to require insurers to compare in-force and certain terminated life insurance policies, annuity contracts, and retained asset accounts against a Death Database, to investigate potential matches to determine whether the named insured is deceased, to attempt to locate and pay beneficiaries any unclaimed benefits required to be paid, and, if no beneficiary can be located, to escheat policy benefits to the appropriate state as unclaimed property. The enactment of such unclaimed property laws, may require the Company to incur significant expenses, including benefits with respect to terminated policies for which no reserves are currently held and unanticipated operational expenses. Any of the foregoing could have a material adverse effect on the Company's financial condition and results of operations.

A number of state treasury departments and administrators of unclaimed property have audited life insurance companies for compliance with unclaimed property laws. The focus of the audits has been to determine whether there have been maturities of policies or contracts, or policies that have exceeded limiting age with respect to which death benefits or other payments under the policies should be treated as unclaimed property that should be escheated to the state. In addition, the audits have sought to identify unreported deaths of insureds. There is no clear basis in previously existing law for treating an unreported death as giving rise to a policy benefit that would be subject to unclaimed property procedures. A number of life insurers, however, have entered into resolution agreements with state treasury departments and administrators of unclaimed property under which the life insurers agreed to procedures for comparing their previously issued life insurance and annuity contracts and retained asset accounts against a Death Database, treating confirmed deaths as giving rise to a death benefit under their policies, locating beneficiaries and paying them the benefits and interest, ~~and~~ escheating the benefits and interest, in some cases at a negotiated rate, to the state if the beneficiary could not be ~~found.~~found, and paying penalties to the state, if required. The amounts publicly reported to have been paid to beneficiaries and/or escheated to the states have been substantial.

The NAIC has established an Investigations of Life/Annuity Claims Settlement Practices (D) Task Force to coordinate targeted multi-state examinations of life insurance companies on claims settlement practices. The state insurance regulators on the Task Force have initiated targeted multi-state examinations of life insurance companies with respect to the companies’ claims paying practices and use of a Death Database to identify unreported deaths in their life insurance policies, annuity contracts and retained asset accounts. There is no clear basis in previously existing law for requiring a life insurer to search for unreported deaths in order to determine whether a benefit is owed. A number of life insurers, however, have entered into settlement or consent agreements with state insurance regulators under which the life insurers agreed to implement systems and procedures for periodically comparing their life insurance and annuity contracts and retained asset accounts against a Death Database, treating confirmed deaths as giving rise to a death benefit under their policies, locating beneficiaries and paying them the benefits and interest, ~~and~~ escheating the benefits and interest to the state if the beneficiary could not be ~~found.~~found, and paying penalties to the state, if required. It has been publicly reported that the life insurers have

paid substantial administrative and/or examination fees to the insurance regulators in connection with the settlement or consent agreements.

Certain of the Company’s subsidiaries as well as certain other insurance companies from whom the Company has coinsured blocks of life insurance and annuity policies are subject to unclaimed property audits and/or targeted multistate examinations by insurance regulators similar to those described above. It is possible that the audits, examinations and/or the enactment of state laws similar to the Unclaimed Benefits Act could result in additional payments to beneficiaries, additional escheatment of funds

128

Table of Contents

deemed abandoned under state laws, payment of administrative penalties and/or examination fees to state authorities, and changes to the Company’s procedures for identifying unreported deaths and escheatment of abandoned property. It is possible any such additional payments and any costs related to changes in Company procedures could materially impact the Company’s financial results from operations. It is also possible that life insurers, including the Company, may be subject to claims, regulatory actions, law enforcement actions, and civil litigation arising from their prior business ~~practices.~~practices, unclaimed property practices or related audits and examinations. Any resulting liabilities, payments or costs, including initial and ongoing costs of changes to the Company’s procedures or systems, could be significant and could have a material adverse effect on the Company’s financial condition or results of operations.

During December 2012, the West Virginia Treasurer filed actions against the Company’s subsidiaries Protective Life Insurance Company and West Coast Life Insurance Company in West Virginia state court (State of West Virginia ex rel. John D. Perdue v. Protective Life Insurance Company, State of West Virginia ex rel. John D. Perdue v. West Coast Life Insurance Company; Defendants’ Motions to Dismiss granted on December 27, 2013; Notice of Appeal filed on January 27, 2014; dismissal reversed by the West Virginia Supreme Court of Appeals on June 16, 2015; Petition for Rehearing filed by Defendant insurance companies denied on September 21, 2015). The actions, which also name numerous other life insurance companies, allege that the companies violated the West Virginia Uniform Unclaimed Property Act, seek to compel compliance with the Act, and seek payment of unclaimed property, interest, and penalties. While the legal theory or theories that may give rise to liability in the West Virginia Treasurer litigation are uncertain, it is possible that other jurisdictions may pursue similar actions. The Company does not currently believe that losses, if any, arising from the West Virginia Treasurer litigation will be material. The Company cannot, however, predict whether other jurisdictions will pursue similar actions or, if they do, whether such actions will have a material impact on the Company’s financial results from operations. Additionally, the California Controller has sued several insurance carriers for alleged failure to comply with audit requests from an appointed third party auditor. The Company cannot predict whether California or other jurisdictions might pursue a similar action against the Company. The Company does not believe however that any such action would have a material impact on the Company’s financial condition or results of operations.

Under insurance guaranty fund laws in most states, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. From time to time, companies may be asked to contribute amounts beyond prescribed limits. The Company cannot predict the amount or timing of any future assessments.

The purchase of life insurance products is limited by state insurable interest laws, which in most jurisdictions require that the purchaser of life insurance name a beneficiary that has some interest in the sustained life of the insured. To some extent, the insurable interest laws present a barrier to the life settlement, or “stranger-owned” industry, in which a financial entity acquires an interest in life insurance proceeds, and efforts have been made in some states to liberalize the insurable interest laws. To the extent these laws are relaxed, the Company’s lapse assumptions may prove to be incorrect.

At the federal level, bills are routinely introduced in both chambers of the United States Congress (“Congress”) that could affect life insurers. In the past, Congress has considered legislation that would impact insurance companies in numerous ways, such as providing for an optional federal charter or a federal presence for insurance, preempting state law in certain respects regarding the regulation of reinsurance, increasing federal oversight in areas such as consumer protection and other matters. The Company cannot predict whether or in what form legislation will be enacted and, if so, whether the enacted legislation will positively or negatively affect the Company or whether any effects will be material.

~~The Company’s sole stockholder, Dai-ichi Life, is subject to regulation by the Japanese Financial Services Authority (“JFSA”). Under applicable laws~~

Laws, rules and regulations ~~Dai-ichi Life is required to provide notice to or obtain the~~

consent of the JFSA prior to taking certain actions or engaging in certain transactions, either directly or indirectly through its subsidiaries, including the Company and its consolidated subsidiaries.

The Company is subject to various conditions and requirements of the Healthcare Act. The Healthcare Act makes significant changes to the regulation of health insurance and may affect the Company in various ways. The Healthcare Act may affect the small blocks of business the Company has offered or acquired over the years that are, or are deemed to constitute, health insurance. The Healthcare Act may also affect the benefit plans the Company sponsors for employees or retirees and their dependents, the Company’s expense to provide such benefits, the tax liabilities of the Companypromulgated in connection with the ~~provision~~enactment of ~~such benefits,~~the Dodd-Frank Wall Street Reform and ~~the Company’s ability to attract or retain employees. In addition, the Company~~Consumer Protection Act may ~~be subject to regulations, guidance or determinations emanating from~~adversely affect the ~~various regulatory authorities authorized under the Healthcare Act. The Company cannot predict the effect that the Healthcare Act, or any regulatory pronouncement made thereunder, will have on its~~ results of operations or financial ~~condition.~~

condition of the Company.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) enacted in July 2010 made sweeping changes to the regulation of financial services entities, products and markets. Certain provisions of Dodd-Frank are or may become applicable to the Company, its competitors or those entities with which the Company does business. Such provisions include, but are not limited to the following: the establishment of consolidated federal regulation and resolution authority over systemically important financial services firms, the establishment of the Federal Insurance Office, changes to the regulation and standards applicable to broker-dealers and investment advisors, changes to the regulation of reinsurance, changes to regulations affecting the rights of shareowners, and the imposition of additional regulation over credit rating ~~agencies.~~

agencies, and the imposition of concentration limits on financial institutions that restrict the amount of credit that may be extended to a single person or entity. Since the enactment of Dodd-Frank, many regulations have been enacted and others are likely to be adopted in the future that will have an impact upon the Company. Dodd-Frank also created the Financial Stability Oversight Council (the “FSOC”), which has issued a final rule and interpretive guidance setting forth the methodology by which it will determine whether a non-bank financial company is a systemically important financial institution (“SIFI”). A non- bank financial company, such as the Company, that is designated as a SIFI by the FSOC will become subject to supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Company is not currently supervised by the Federal ~~Reserve.~~Reserve as a SIFI. Such supervision could impact the Company’s requirements relating to capital, liquidity, stress testing, limits on counterparty credit exposure, compliance and governance, early remediation in the event of financial weakness and other prudential matters, and in other ways the Company currently cannot anticipate. FSOC-designated non-bank financial companies will also be required to prepare resolution plans, so- called “living wills,” that set out how they could most efficiently be liquidated if they endangered the U.S. financial system or the broader economy. The FSOC has conducted ~~two~~multiple rounds of SIFI designation consideration. However, this process is still ~~very~~ new, and the FSOC continues to make changes to its process for designating a company as a SIFI. The FSOC has made its initial SIFI designations, and the Company was not designated as such. However, the Company could be considered and designated at any time. Because the process is in its initial stages, the Company is at this time unable to predict the impact on an entity that is supervised as a SIFI by the Federal Reserve Board. The Company is not able to predict whether the capital requirements or other requirements imposed on SIFIs may impact the requirements applicable to the Company even if it is not designated as a SIFI. The uncertainty about regulatory requirements could influence the Company’s product line or other business decisions with respect to some product lines. There is a similarly uncertain international designation process. The Financial Stability Board, appointed by the G-20 Summit, recently designated nine insurers as “G-SIIs,” or global systemically-important insurers. ~~As with the designation of SIFI’s, it is unclear at this time how additional capital and other requirements affect the insurance and financial industries.~~ The insurers designated as G-SIIs to date represent organizations larger than the Company, but the possibility remains that the Company could be so designated.

As with the designation of SIFI’s, it is unclear at this time how additional capital, use of non-traditional non-insurance products, and other requirements affect the insurance and financial industries.

Additionally, Dodd-Frank created the Consumer Financial Protection Bureau (“CFPB”), an independent division of the Department of Treasury with jurisdiction over credit, savings, payment, and other consumer financial products and services, other than investment products already regulated by the United States Securities and Exchange Commission (the “SEC”) or the U.S. Commodity Futures Trading Commission. The CFPB has ~~issued a rule to bring under its~~ supervisory authority over certain non-banks whose activities or products it determines pose risks to ~~consumers.~~consumers, and recently issued a rule amending regulations under the Home Mortgage Disclosure Act that will require the Company to, among other things, collect and disclose extensive data related to its lending practices. It is unclear at this time the extent to which the Company’s activities or products will be ~~covered~~impacted by this ~~rule.~~rule or other rules promulgated by the CFPB, or how burdensome compliance will become. Certain of the Company’s subsidiaries sell products that may be regulated by the CFPB. CFPB continues to bring enforcement actions involving a growing number of issues, including actions ~~using~~brought jointly with state ~~Attorney’s~~Attorneys General, which could directly or indirectly affect the Company or ~~use~~ any of its subsidiaries. Additionally, the CFPB is exploring the possibility of helping Americans manage their retirement savings and is considering the extent of its authority in that area. The Company is unable at this time to predict the impact of these activities on the Company.

129

Table of Contents

Dodd-Frank includes a ~~new~~ framework of regulation of over-the-counter (“OTC”) derivatives markets which requires clearing of certain types of transactions which have been or are currently traded OTC by the Company. The types of transactions to be cleared are expected to increase in the future. The new framework could potentially impose additional costs, including increased margin requirements and additional regulation on the Company. Increased margin requirements on the Company’s part, combined with restrictions on securities that will qualify as eligible collateral, could continue to reduce its liquidity and require an increase in its holdings of cash and government securities with lower yields causing a reduction in income. The Company uses derivative financial instruments to mitigate a wide range of risks in connection with its businesses, including those arising from its variable annuity products with guaranteed benefit features. The derivative clearing requirements of Dodd-Frank could continue to increase the cost of the Company’s risk mitigation and expose it to the risk of a default by a clearinghouse with respect to the Company’s cleared derivative transactions.

Numerous provisions of Dodd-Frank require the adoption of implementing rules and/or regulations. The process of adopting such implementing rules and/or regulations have in some instances been delayed beyond the timeframes imposed by Dodd-Frank. Until the various final regulations are promulgated pursuant to Dodd-Frank, the full impact of the regulations on the Company will remain unclear. In addition, Dodd-Frank mandates multiple studies, which could result in additional legislation or regulation applicable to the insurance industry, the Company, its competitors or the entities with which the Company does business. Legislative or regulatory requirements imposed by or promulgated in connection with Dodd-Frank may impact the Company in many ways, including but not limited to the following: placing the Company at a competitive disadvantage relative to its competition or other financial services entities, changing the competitive landscape of the financial services sector and/or the insurance industry, making it more expensive for the Company to conduct its business, requiring the reallocation of significant company resources to government affairs, legal and compliance-related activities, causing historical market behavior or statistics utilized by the Company in connection with its efforts to manage risk and exposure to no longer be predictive of future risk and exposure or otherwise have a material adverse effect on the overall business climate as well as the Company’s financial condition and results of operations.

Regulations issued by the Department of Labor on April 6, 2016, expanding the definition of “investment advice fiduciary” under ERISA and creating and revising several prohibited transaction exemptions for investment activities in light of that expanded definition, may have a material adverse impact on our ability to sell annuities and other products, to retain in-force business and on our financial condition or results of operation.

Broker-dealers, insurance agencies and other financial institutions sell the Company’s annuities to employee benefit plans ~~and individual retirement accounts that are~~ governed by provisions of the Employee Retirement Income Security Act (“ERISA”) and Individual Retirement Accounts (“IRAs”) that are governed by similar provisions under the Internal Revenue ~~Code.~~Code (the “Code”). Consequently, our activities and those of ~~such parties~~the firms that sell the Company’s products are subject to restrictions that require ERISA fiduciaries to perform their duties solely in the interests of ERISA plan participants and beneficiaries, and that prohibit ERISA fiduciaries from causing a covered plan or retirement account to engage in certain prohibited ~~transactions.~~transactions absent an exemption. In general, the prohibited transaction ~~rules~~provisions of ERISA and the Code restrict the receipt of compensation from third parties in connection with the provision of investment advice to ERISA plans and participants and Individual Retirement Accounts (“IRAs”) if fees are paid to the individual advisor, his or her firm or their affiliates in respect of the investment recommendation that vary according to the recommendation chosen.

InIRAs.

On April ~~2015,~~6, 2016, the Department of Labor ~~proposed~~issued new regulations ~~that, if enacted, will significantly expand~~expanding the definition of “investment ~~advice” and~~advice fiduciary” under ERISA. These new regulations increase the circumstances in which the Company and broker-dealers, insurance agencies and other financial institutions that sell the Company’s products could be deemed a fiduciary when providing investment advice with respect to ERISA plans or ~~Individual Retirement Accounts.~~IRAs. The Department of Labor also ~~proposed~~issued amendments to long standing exemptions from the ~~prohibited transaction~~ provisions ~~under~~of ERISA and the Code that ~~would~~prohibit fiduciaries from engaging in certain types of transactions (“Prohibited Transaction Exemptions”) and adopted new Prohibited Transaction Exemptions. These amended and new Prohibited Transaction Exemptions appear to increase ~~fiduciary requirements~~significantly the conditions that must be satisfied by fiduciaries in ~~connection with transactions involving~~order to receive traditional forms of commission, such as sales commissions, for sales of insurance products to ERISA plans, plan participants and ~~IRAs,~~IRAs.

Although it is expected that that the Department of Labor may provide additional interpretive guidance with respect to these new regulations, it appears that sales of certain of our products may be materially and ~~that would apply more onerous disclosure~~adversely affected and ~~contract requirements to such transactions. If~~our current distributors may limit the ~~foregoing proposals are adopted,~~number of products they offer, including the types of products offered by the Company. The Company may find it necessary to change sales representative and/or broker compensation, to limit the assistance or advice it can provide to owners of the Company’s annuities, to replace or engage additional distributors, or otherwise change the manner in which it designs and supports sales of its annuities. ~~This~~In addition, the Company may incur significant expenses in connection with initial and ongoing compliance obligations with respect to such rules. The foregoing could have a material adverse impact on our ability to sell annuities and other ~~products.~~

~~Certain life insurance policies, contracts,~~products, to retain in-force business, and annuities offered by the Company’s subsidiaries are subject to regulation under the federal securities laws administered by the SEC. The federal securities laws contain regulatory restrictions and criminal, administrative, and private remedial provisions. From time to time, the SEC and the Financial Industry Regulatory Authority (“FINRA”) examine or investigate the activities of broker-dealers and investment advisors, including the Company’s affiliated broker-dealers and investment advisors. These examinations or investigations often focus on the activities of the registered representatives and registered investment advisors doing business through such entities and the entities’ supervision of those persons. It is possible that any examination or investigation could lead to enforcement action by the regulator and/or may result in payments of fines and penalties,

payments to customers, or both, as well as changes in systems or procedures of such entities, any of which could have a material adverse effect on the Company’s financial condition or results of operations.

In addition, the SEC is reviewing the standard of conduct applicable to brokers, dealers, and investment advisers when those entities provide personalized investment advice about securities to retail customers. FINRA has also issued a report addressing how its member firms might identify and address conflicts of interest including conflicts related to the introduction of new products and services and the compensation of the member firms’ associated persons. These regulatory initiatives could have an impact on Company operations and the manner in which broker-dealers and investment advisers distribute the Company’s products.

The Company may also be subject to regulation by governments of the countries in which it currently does, or may in the future, do, business, as well as regulation by the U.S. Government with respect to its operations in foreign countries, such as the Foreign Corrupt Practices Act. Penalties for violating the various laws governing the Company’s business in other countries may include restrictions upon business operations, fines and imprisonment, both within the U.S. and abroad. U.S. enforcement of anti-corruption laws continues to increase in magnitude, and penalties may be substantial.

The Company is subject to conditions and requirements set forth in the Telephone Consumer Protection Act (“TCPA”) which places restrictions on the use of automated telephone and facsimile machines. Class action lawsuits alleging violations of the act have been filed against a number of companies, including life insurance carriers. These class action lawsuits contain allegations that defendant carriers were vicariously liable for the alleged wrongful conduct of agents who violated the TCPA. Some of the class actions have resulted in substantial settlements against other insurers. Any such actions against the Company could result in a material adverse effect upon our financial condition or results of operations.

~~Other types~~

Changes to tax law or interpretations of ~~regulation that~~existing tax law could adversely affect the Company and its ~~subsidiaries include~~ability to compete with non-insurance products or reduce the demand for certain insurance ~~company~~products.

Under the Internal Revenue Code of 1986, as amended (the “Code”), income taxes payable by policyholders on investment ~~laws~~earnings on most life insurance and regulations, state statutory accounting and reserving practices, antitrust laws, minimum solvency requirements, enterprise risk requirements, state securities laws, federal privacy laws, cybersecurity regulation, insurable interest laws, federal anti-money laundering and anti-terrorism laws, employment and immigration laws (including laws in Alabama where over halfannuity product are deferred during their accumulation period . This favorable tax treatment provides some of the Company’s ~~employees~~products with a competitive advantage over products offered by non-insurance companies. To the extent that the Code is revised to either reduce the tax-deferred status of life insurance and annuity products, or to establish the tax-deferred status of competing products, then all life insurance companies, including the Company’s subsidiaries, would be adversely affected with respect to their ability to sell their products. Furthermore, depending upon grandfathering provisions, such changes could cause increased surrenders of existing life insurance and annuity products. For example, future legislation that further restricts the deductibility of interest on funds borrowed to purchase corporate-owned life insurance products could result in increased surrenders of these products.

130

Table of Contents

The Company is subject to the federal corporate income tax in the U.S. Certain tax provisions, such as the dividends-received deduction, the deferral of current taxation on derivatives’ and securities’ economic income, and the deduction for future policy benefits and claims, are ~~located),~~beneficial to the Company. The Obama Administration and ~~because~~Congress have each made proposals that either materially change or eliminate these benefits. Most of the foregoing proposals would cause the Company ~~owns~~to pay higher current taxes, offset (in whole or in part) by a reduction in its deferred taxes. However, the proposal regarding the dividends-received deduction would cause the Company’s net income to decrease. Whether these proposals will be enacted, and ~~operates real property, state, federal, and local environmental laws. Under~~if so, whether they will be enacted as described above, is uncertain.

The Company’s mid-2005 transition from relying on reinsurance for newly-written traditional life products to reinsuring some ~~circumstances, severe penalties may be imposed for breach~~ of these ~~laws.~~

products’ reserves into its captive insurance companies resulted in a net reduction in its current taxes, offset by an increase in its deferred taxes. The resulting benefit of reduced current taxes is attributed to the applicable life products and is an important component of the profitability of these products. The profitability and competitive position of these products is dependent on the continuation of current tax law and the ability to generate taxable income.

There is general uncertainty regarding the taxes to which the Company and its products will be subject in the future. The Company cannot predict what ~~form any future~~ changes to ~~laws and/~~tax law or ~~regulations affecting participants in~~interpretations of existing tax law may ultimately be enacted or adopted, or whether such changes will adversely affect the ~~financial services sector and/~~Company.

The Company’s reinsurers could fail to meet assumed obligations, increase rates, terminate agreements or ~~insurance industry, including~~be subject to adverse developments that could affect the Company.

The Company and its ~~competitors~~insurance subsidiaries cede material amounts of insurance and transfer related assets to other insurance companies through reinsurance. However, notwithstanding the transfer of related assets or ~~those entities~~other issues, the Company remains liable with ~~which it does business, may take,~~respect to ceded insurance should any reinsurer fail to meet the assumed obligations. Therefore, the failure, insolvency, or ~~what effect, if any, such changes may have.~~

~~New accounting rules, changes~~inability or unwillingness to ~~existing accounting rules,~~pay under the terms of the reinsurance agreement with the Company of one or more of the ~~grant of permitted accounting practices to competitors~~Company’s reinsurers could negatively impact the ~~Company.~~

Company’s earnings and financial position.

The Company’s results and its ability to compete are affected by the availability and cost of reinsurance. Premium rates charged by the Company are based, in part, on the assumption that reinsurance will be available at a certain cost. Under certain reinsurance agreements, a reinsurer may increase the rate it charges the Company for the reinsurance, including rates for new policies the Company is issuing and rates related to policies that the Company has already issued. The Company ~~is required~~may not be able to ~~comply with accounting principles generally accepted~~increase the premium rates it charges for policies it has already issued, and for competitive reasons it may not be able to raise the premium rates it charges for new policies to offset the increase in rates charged by reinsurers. If the cost of reinsurance were to increase, if reinsurance were to become unavailable, if alternatives to reinsurance were not available to the Company, or if a reinsurer should fail to meet its obligations, the Company could be adversely affected.

Over the last several years, the number of life reinsurers has decreased as the reinsurance industry has consolidated. The decreased number of participants in the ~~United States (“GAAP”). A~~life reinsurance market over time has resulted in increased concentration of risk for insurers, including the Company. If the reinsurance market further contracts, the Company’s ability to continue to offer its products on terms favorable to it could be adversely impacted.

In addition, reinsurers face challenges regarding illiquid credit and/or capital markets, investment downgrades, rating agency downgrades, deterioration of general economic conditions, and other factors negatively impacting the financial services industry. If reinsurers, including those with significant exposure to international markets and European Union member states, are unable to meet their obligations, the Company would be adversely impacted.

The Company has implemented a reinsurance program through the use of captive reinsurers. Under these arrangements, a captive owned by the Company serves as the reinsurer, and the consolidated books and tax returns of the Company reflects a liability consisting of the full reserve amount attributable to the reinsured business. The success of the Company’s captive reinsurance program is dependent on a number of ~~organizations are instrumental in~~factors outside the ~~development and interpretation~~control of ~~GAAP such as~~ the ~~SEC, the Financial Accounting Standards Board (“FASB”),~~Company, including continued access to financial solutions, a favorable regulatory environment, and the ~~American Institute~~overall tax position of Certified Public Accountants (“AICPA”). GAAP is subject to constant review by these organizations and others in an effort to address emerging accounting rules and issue interpretative accounting guidance on a continual basis. The Company can give no assurance that future changes to GAAP will not have a negative impact on the Company. ~~GAAP includes~~If the ~~requirement to carry certain assets and liabilities at fair value. These fair values are sensitive to various factors including, but~~captive reinsurance program is not ~~limited to, interest rate movements, credit spreads, and various other factors. Because of this, changes in these fair values may cause increased levels of volatility in~~successful, the Company’s financial ~~statements.~~

~~The FASB and the International Accounting Standards Board are working on several projects that~~condition could result in significant changes to GAAP and International Financial Reporting Standards (“IFRS”). Furthermore, the SEC is considering whether and how to incorporate IFRS into the U.S. financial reporting system. The changes to GAAP and potential incorporation of IFRS into the U.S. financial reporting system will impose special demands on issuers in the areas of governance, employee training, internal controls, contract fulfillment and disclosure and will likely affect how we manage our business, as it will likely affect other business processes such as design of compensation plans, product

be adversely impacted.

~~design, etc. The Company is unable to predict whether, and if so, when these projects and ultimately convergence with IFRS will be adopted and/or implemented.~~

In addition, the Company’s insurance subsidiaries are required to comply with statutory accounting principles (“SAP”). SAP and various components of SAP (such as actuarial reserving methodology) are subject to constant review by the NAIC and its task forces and committees as well as state insurance departments in an effort to address emerging issues and otherwise improve or alter financial reporting. Various proposals either are currently or have previously been pending before committees and task forces of the NAIC, some of which, if enacted, would negatively affect the Company. The NAIC is also currently working to reform model regulation in various areas, including comprehensive reforms relating to life insurance reserves and the accounting for such reserves. The Company cannot predict whether or in what form reforms will be enacted by state legislatures and, if so, whether the enacted reforms will positively or negatively affect the Company. In addition, the NAIC Accounting Practices and Procedures manual provides that state insurance departments may permit insurance companies domiciled therein to depart from SAP by granting them permitted accounting practices. The Company cannot predict whether or when the insurance departments of the states of domicile of its competitors may permit them to utilize advantageous accounting practices that depart from SAP, the use of which is not permitted by the insurance departments of the states of domicile of the Company’s insurance subsidiaries. With respect to regulations and guidelines, states sometimes defer to the interpretation of the insurance department of the state of domicile. Neither the action of the domiciliary state nor action of the NAIC is binding on a state. Accordingly, a state could choose to follow a different interpretation. The Company can give no assurance that future changes to SAP or components of SAP or the grant of permitted accounting practices to its competitors will not have a negative impact on the Company. For additional information regarding pending NAIC reforms, please see Item 7, ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended ~~September~~June 30, ~~2015,~~2016, the Company sold no securities in transactions which were not registered under the Securities Act of 1933, as amended (the “Act”).

Purchases of Equity Securities by the Issuer

During the ~~period of February 1, 2015 to September~~quarter ended June 30, ~~2015~~2016 (Successor Company) 100% of the Company’s stock was owned by Dai-ichi Life Insurance Company and was not available for repurchase by the Company. ~~For the period~~

131

Table of ~~January 1, 2015 to January 31, 2015 (Predecessor Company), the Company did not repurchase any of its common stock.~~

Contents

Item 6.Exhibits

~~Exhibit~~
~~Number~~
Exhibit
Number
3(a)		Certificate of Incorporation of the Company effective as of February 1, 2015, incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K filed February 26, ~~2015.~~ 2015 (No. 001-11339).
3(b)		Amended and Restated Bylaws of the Company effective February ~~1, 2015,~~4, 2016, incorporated by reference to Exhibit ~~3.1~~3(b) to the Company’s ~~Current~~Annual Report on Form ~~8-K~~10-K filed February ~~3, 2015.~~ 25, 2016 (No. 001-11339).
10* 10†		~~Master Agreement by~~The Company's Deferred Compensation Plan for Officers, as Amended and ~~among Protective Life Insurance Company and Genworth Life and Annuity Insurance Company, dated~~Restated as of ~~September 30, 2015,~~August 1, 2016, filed herewith.
31(a)		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a)		Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)		Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Financial statements from the quarterly report on Form 10-Q of Protective Life Corporation for the quarter ended ~~September~~June 30, ~~2015,~~2016, filed on ~~November 6, 2015,~~August 5, 2016, formatted in XBRL: (i) the Consolidated Condensed Statements of Income, (ii) the Consolidated Condensed Statements of Comprehensive Income (Loss), (iii) the Consolidated Condensed Balance ~~Sheets),~~Sheets, (iv) the Consolidated Condensed Statement of Shareowner’s Equity, (v) the Consolidated Condensed Statements of Cash Flows, and (iv) the Notes to Consolidated Condensed Financial Statements.

†		Management contract or compensatory plan or arrangement

132

~~The registrant agrees to furnish the Commission supplementally upon request a copy of any omitted exhibit or schedule to this agreement.~~

Table of Contents

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~registrant~~Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	PROTECTIVE LIFE CORPORATION


Date: ~~November 6, 2015~~ August 5, 2016	By:	/s/ Steven G. Walker

		Steven G. Walker
		~~Senior~~Executive Vice President, ~~Controller~~
		Chief Financial Officer and ~~Chief Accounting Officer~~ Controller

~~169~~

133

	Successor Company						Predecessor Company
	For The Three			February 1, 2015			January 1, 2015			For The Three			For The Nine
	Months Ended			to			to			Months Ended			Months Ended
	September 30, 2015			September 30, 2015			January 31, 2015			September 30, 2014			September 30, 2014
	(Dollars In Thousands)						(Dollars In Thousands, Except Per Share Amounts)
Revenues
Premiums and policy fees	$	797,741		$	2,138,837		$	261,866		$	759,038		$	2,426,736
Reinsurance ceded	(306,774		)	(793,419		)	(89,956		)	(277,136		)	(947,817		)
Net of reinsurance ceded	490,967			1,345,418			171,910			481,902			1,478,919
Net investment income	440,620			1,165,783			175,180			558,174			1,647,153
Realized investment gains (losses):
Derivative financial instruments	(74,590		)	53,654			(123,274		)	3,781			(191,495		)
All other investments	5,348			(132,045		)	81,153			1,194			153,456
Other-than-temporary impairment losses	(14,906		)	(28,301		)	(636		)	(1,142		)	(2,026		)
Portion recognized in other comprehensive income (before taxes)	4,842			12,503			155			(1,212		)	(3,379		)
Net impairment losses recognized in earnings	(10,064		)	(15,798		)	(481		)	(2,354		)	(5,405		)
Other income	108,312			284,669			36,421			105,389			311,359
Total revenues	960,593			2,701,681			340,909			1,148,086			3,393,987
Benefits and expenses
Benefits and settlement expenses, net of reinsurance ceded: (2015 Successor - $266,287 and $687,238); (2015 Predecessor - $87,674; 2014 Predecessor - three months: $217,641; nine months: $851,028)	676,181			1,857,086			267,287			630,285			2,106,620
Amortization of deferred policy acquisition costs and value of business acquired	8,722			76,713			4,072			134,918			242,031
Other operating expenses, net of reinsurance ceded: (2015 Successor - $49,717 and $134,494) (2015 Predecessor - $35,036; 2014 Predecessor - three months: $49,196; nine months: $139,507)	188,430			490,885			68,368			198,000			573,038
Total benefits and expenses	873,333			2,424,684			339,727			963,203			2,921,689
Income before income tax	87,260			276,997			1,182			184,883			472,298
Income tax expense (benefit)	26,853			89,889			(327		)	65,974			161,773
Net income	$	60,407		$	187,108		$	1,509		$	118,909		$	310,525

Net income - basic							$	0.02		$	1.48		$	3.88
Net income - diluted							$	0.02		$	1.46		$	3.82
Cash dividends paid per share							$	—		$	0.24		$	0.68

Average shares outstanding - basic							80,452,848			80,231,591			79,942,018
Average shares outstanding - diluted							81,759,287			81,458,870			81,261,249

	Successor		Predecessor
	Company		Company
	As of		As of
	September 30, 2015		December 31, 2014
	(Dollars In Thousands)		(Dollars In Thousands)
Assets
Fixed maturities, at fair value (amortized cost: 2015 Successor - $37,851,257; 2014 Predecessor - $33,738,242)	$	35,639,529	$	36,775,989
Fixed maturities, at amortized cost (fair value: 2015 Successor - $518,363; 2014 Predecessor - $485,422)	579,329		435,000
Equity securities, at fair value (cost: 2015 Successor - $732,403; 2014 Predecessor - $778,744)	724,477		803,230
Mortgage loans (related to securitizations: 2015 Successor - $382,738; 2014 Predecessor - $455,250)	5,728,237		5,133,780
Investment real estate, net of accumulated depreciation (2015 Successor - $86; 2014 Predecessor - $246)	7,515		5,918
Policy loans	1,706,402		1,758,237
Other long-term investments	661,779		514,639
Short-term investments	238,658		250,645
Total investments	45,285,926		45,677,438
Cash	663,313		379,411
Accrued investment income	483,720		474,522
Accounts and premiums receivable	69,398		84,458
Reinsurance receivables	5,581,753		6,106,113
Deferred policy acquisition costs and value of business acquired	1,466,342		3,294,570
Goodwill	735,712		102,365
Other intangibles, net of accumulated amortization (2015 Successor - $27,541)	655,459		—
Property and equipment, net of accumulated depreciation (2015 Successor - $5,930; 2014 Predecessor - $118,487)	104,089		52,853
Other assets	144,862		316,207
Assets related to separate accounts
Variable annuity	12,646,751		13,157,429
Variable universal life	792,800		834,940
Total assets	$	68,630,125	$	70,480,306

										Accumulated
			Additional							Other		Total
	Common		Paid-In-		Treasury			Retained		Comprehensive		Shareowner’s
	Stock		Capital		Stock			Earnings		Income		equity
	(Dollars In Thousands)
Predecessor Company
Balance, December 31, 2014	$	44,388	$	606,125	$	(185,705	)	$	3,082,000	$	1,418,076	$	4,964,884
Net income for the period of January 1, 2015 to January 31, 2015								1,509				1,509
Other comprehensive income										465,968		465,968
Comprehensive income for the period of January 1, 2015 to January 31, 2015												467,477
Stock-based compensation			1,550									1,550
Balance, January 31, 2015	$	44,388	$	607,675	$	(185,705	)	$	3,083,509	$	1,884,044	$	5,433,911

	Estimated
	Fair Value on		Estimated
	Acquisition Date		Useful Life
	(Dollars In Thousands)		(In Years)
Distribution relationships	$	405,000	14-22
Trade names	103,000		13-17
Technology	143,000		7-14
Total intangible assets subject to amortization	651,000

Insurance licenses	32,000		Indefinite
Total intangible assets	$	683,000

Year	Amount
	(Dollars In Thousands)
2015	$	10,328
2016	41,313
2017	41,313
2018	41,313
2019	41,313

			Gross		Gross					Total OTTI
Successor Company	Amortized		Unrealized		Unrealized			Fair		Recognized
As of September 30, 2015	Cost		Gains		Losses			Value		in OCI(1)
	(Dollars In Thousands)

Fixed maturities:
Residential mortgage-backed securities	$	1,617,048	$	13,339	$	(14,565	)	$	1,615,822	$	—
Commercial mortgage-backed securities	1,294,633		2,000		(18,970		)	1,277,663		—
Other asset-backed securities	815,437		1,320		(23,743		)	793,014		—
U.S. government-related securities	1,631,826		1,189		(15,543		)	1,617,472		—
Other government-related securities	19,360		—		(476		)	18,884		—
States, municipals, and political subdivisions	1,732,549		759		(119,823		)	1,613,485		50
Corporate securities	27,965,401		29,981		(2,064,946		)	25,930,436		(4,842		)
Preferred stock	64,362		—		(2,250		)	62,112		—
	35,140,616		48,588		(2,260,316		)	32,928,888		(4,792		)
Equity securities	725,750		2,835		(10,761		)	717,824		—
Short-term investments	173,484		—		—			173,484		—
	$	36,039,850	$	51,423	$	(2,271,077	)	$	33,820,196	$	(4,792	)

Predecessor Company
As of December 31, 2014

Fixed maturities:
Residential mortgage-backed securities	$	1,374,206	$	56,330	$	(12,278	)	$	1,418,258	$	6,404
Commercial mortgage-backed securities	1,119,979		59,637		(2,364		)	1,177,252		—
Other asset-backed securities	857,441		17,885		(35,950		)	839,376		(95		)
U.S. government-related securities	1,394,028		44,149		(9,282		)	1,428,895		—
Other government-related securities	16,939		3,233		—			20,172		—
States, municipals, and political subdivisions	1,391,526		296,594		(431		)	1,687,689		—
Corporate securities	24,765,303		2,759,255		(139,031		)	27,385,527		—
	30,919,422		3,237,083		(199,336		)	33,957,169		6,309
Equity securities	757,259		38,669		(14,182		)	781,746		—
Short-term investments	155,500		—		—			155,500		—
	$	31,832,181	$	3,275,752	$	(213,518	)	$	34,894,415	$	6,309

	Successor Company
	Available-for-sale				Held-to-maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(Dollars In Thousands)				(Dollars In Thousands)
Due in one year or less	$	830,760	$	830,346	$	—	$	—
Due after one year through five years	5,914,198		5,870,182		—		—
Due after five years through ten years	7,709,254		7,521,517		—		—
Due after ten years	20,686,404		18,706,843		579,329		518,363
	$	35,140,616	$	32,928,888	$	579,329	$	518,363

	Less Than 12 Months					12 Months or More				Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Loss			Value		Loss		Value		Loss
	(Dollars In Thousands)
Residential mortgage-backed securities	$	884,032	$	(14,565	)	$	—	$	—	$	884,032	$	(14,565	)
Commercial mortgage-backed securities	1,104,282		(18,970		)	—		—		1,104,282		(18,970		)
Other asset-backed securities	704,678		(23,743		)	—		—		704,678		(23,743		)
U.S. government-related securities	1,359,161		(15,543		)	—		—		1,359,161		(15,543		)
Other government-related securities	18,884		(476		)	—		—		18,884		(476		)
States, municipalities, and political subdivisions	1,567,309		(119,823		)	—		—		1,567,309		(119,823		)
Corporate securities	23,924,900		(2,064,946		)	—		—		23,924,900		(2,064,946		)
Preferred stock	62,112		(2,250		)	—		—		62,112		(2,250		)
Equities	448,372		(10,761		)	—		—		448,372		(10,761		)
	$	30,073,730	$	(2,271,077	)	$	—	$	—	$	30,073,730	$	(2,271,077	)



	Level 1		Level 2		Level 3		Total
	(Dollars In Thousands)
Assets:
Fixed maturity securities - available-for-sale
Residential mortgage-backed securities	$	—	$	1,941,681	$	3	$	1,941,684
Commercial mortgage-backed securities	—		1,596,760		—		1,596,760
Other asset-backed securities	—		587,501		533,141		1,120,642
U.S. government-related securities	1,108,503		263,293		—		1,371,796
State, municipalities, and political subdivisions	—		1,737,499		—		1,737,499
Other government-related securities	—		18,680		—		18,680
Corporate securities	—		27,427,803		783,143		28,210,946
Preferred stock	45,155		19,272		—		64,427
Total fixed maturity securities - available-for-sale	1,153,658		33,592,489		1,316,287		36,062,434
Fixed maturity securities - trading
Residential mortgage-backed securities	—		271,994		—		271,994
Commercial mortgage-backed securities	—		157,176		—		157,176
Other asset-backed securities	—		123,076		151,964		275,040
U.S. government-related securities	41,639		4,868		—		46,507
State, municipalities, and political subdivisions	—		362,504		—		362,504
Other government-related securities	—		60,261		—		60,261
Corporate securities	—		1,595,943		16,587		1,612,530
Preferred stock	3,432		147		—		3,579
Total fixed maturity securities - trading	45,071		2,575,969		168,551		2,789,591
Total fixed maturity securities	1,198,729		36,168,458		1,484,838		38,852,025
Equity securities	669,924		35		69,750		739,709
Other long-term investments(1)	311,141		266,478		48,999		626,618
Short-term investments	279,453		6,748		—		286,201
Total investments	2,459,247		36,441,719		1,603,587		40,504,553
Cash	428,519		—		—		428,519
Other assets	19,171		—		—		19,171
Assets related to separate accounts
Variable annuity	12,891,214		—		—		12,891,214
Variable universal life	831,818		—		—		831,818
Total assets measured at fair value on a recurring basis	$	16,629,969	$	36,441,719	$	1,603,587	$	54,675,275
Liabilities:
Annuity account balances(2)	$	—	$	—	$	88,820	$	88,820
Other liabilities (1)	59,711		13,321		972,084		1,045,116
Total liabilities measured at fair value on a recurring basis	$	59,711	$	13,321	$	1,060,904	$	1,133,936



	Successor Company
	Fair Value As of June 30, 2016		Valuation Technique	Unobservable Input	Range (Weighted Average)
	(Dollars In Thousands)
Assets:
Other asset-backed securities	$	524,166	Discounted cash flow	Liquidity premium	0.24% - 1.14% (0.55%)
				Paydown rate	9.37% - 11.91% (10.16%)
Corporate securities	758,312		Discounted cash flow	Spread over Treasury	0.70% - 6.25% (2.45%)
Liabilities:
Embedded derivatives - GMWB(1)	$	518,871	Actuarial cash flow model	Mortality	1994 MGDB table with
					company experience
				Lapse	0.3% - 15%, depending on
					product/duration/funded
					status of guarantee
				Utilization	99%. 10% of policies have a
					one-time over-utilization of
					400%
				Nonperformance risk	0.22% - 1.20%
Annuity account balances(2)	88,820		Actuarial cash flow model	Asset earned rate	4.53% - 5.67%
				Expenses	$83 per policy
				Withdrawal rate	2.20%
				Mortality	1994 MGDB table with
					company experience
				Lapse	2.2% - 33.0%, depending
					on duration/surrender
					charge period
				Return on assets	1.50% - 1.85% depending on
					duration/surrender
					charge period
				Nonperformance risk	0.22% - 1.20%
Embedded derivative - FIA	119,997		Actuarial cash flow model	Expenses	$83 per policy
				Withdrawal rate	1.1% - 4.5% depending on
					duration and tax qualification
				Mortality	1994 MGDB table with
					company experience
				Lapse	2.5% - 40.0%, depending
					on duration/surrender
					charge period
				Nonperformance risk	0.22% - 1.20%
Embedded derivative - IUL	46,711		Actuarial cash flow model	Mortality	38% — 153% of 2015
					VBT Primary Tables
				Lapse	0.5% - 10.0%, depending on
					duration/distribution channel
					and smoking class
				Nonperformance risk	0.22% - 1.20%



	Successor Company
	Fair Value As of December 31, 2015		Valuation Technique	Unobservable Input	Range (Weighted Average)
	(Dollars In Thousands)
Assets:
Other asset-backed securities	$	587,031	Discounted cash flow	Liquidity premium	0.27% - 1.49% (0.42%)
				Paydown rate	10.20% - 14.72% (13.11%)
Corporate securities	875,810		Discounted cash flow	Spread over	0.10% - 19.00% (2.61%)
				treasury
Liabilities:
Embedded derivatives - GMWB(1)	$	181,612	Actuarial cash flow model	Mortality	1994 MGDB table with company
					experience
				Lapse	0.3% - 15%, depending on
					product/duration/funded
					status of guarantee
				Utilization	99%. 10% of policies have a one-time over-utilization of 400%
				Nonperformance risk	0.18% - 1.04%
Annuity account balances(2)	92,512		Actuarial cash flow model	Asset earned rate	4.53% - 5.67%
				Expenses	$81 per policy
				Withdrawal rate	2.20%
				Mortality	1994 MGDB table with company
					experience
				Lapse	2.2% - 33.0%, depending
					on duration/surrender
					charge period
				Return on assets	1.50% - 1.85% depending on
					surrender charge period
				Nonperformance risk	0.18% - 1.04%
Embedded derivative - FIA	100,329		Actuarial cash flow model	Expenses	$81.50 per policy
				Withdrawal rate	1.1% - 4.5% depending on
					duration and tax qualification
				Mortality	1994 MGDB table with company
					experience
				Lapse	2.5% - 40.0%, depending
					on duration/surrender
					charge period
				Nonperformance risk	0.18% - 1.04%
Embedded derivative - IUL	29,629		Actuarial cash flow model	Mortality	38% - 153% of 2015
					VBT Primary Tables
				Lapse	0.5% - 10.0%, depending
					on duration/distribution
					channel and smoking class
				Nonperformance risk	0.18% - 1.04%



			Total Realized and Unrealized Gains				Total Realized and Unrealized Losses																							Total Gains (losses) included in
	Beginning Balance		Included in Earnings		Included in Other Comprehensive Income		Included in Earnings			Included in Other Comprehensive Income			Purchases		Sales			Issuances		Settlements		Transfers in/out of Level 3			Other			Ending Balance		Earnings related to Instruments still held at the Reporting Date
	(Dollars In Thousands)
Assets:
Fixed maturity securities available-for-sale
Residential mortgage-backed securities	$	3	$	—	$	—	$	—		$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	3	$	—
Other asset-backed securities	537,831		—		769		—			(8,350		)	9,597		(7,629		)	—		—		—			923			533,141		—
Corporate securities	833,737		925		16,189		—			(694		)	9,558		(57,123		)	—		—		(16,773		)	(2,676		)	783,143		—
Total fixed maturity securities - available-for-sale	1,371,571		925		16,958		—			(9,044		)	19,155		(64,752		)	—		—		(16,773		)	(1,753		)	1,316,287		—
Fixed maturity securities - trading
Other asset-backed securities	150,683		1,822		—		(8		)	—			—		(609		)	—		—		—			76			151,964		1,814
Corporate securities	5,677		24		—		—			—			10,908		1			—		—		—			(23		)	16,587		25
Total fixed maturity securities - trading	156,360		1,846		—		(8		)	—			10,908		(608		)	—		—		—			53			168,551		1,839
Total fixed maturity securities	1,527,931		2,771		16,958		(8		)	(9,044		)	30,063		(65,360		)	—		—		(16,773		)	(1,700		)	1,484,838		1,839
Equity securities	69,728		—		—		—			—			22		—			—		—		—			—			69,750		—
Other long-term investments⁽¹⁾	66,696		1,568		—		(19,265		)	—			—		—			—		—		—			—			48,999		(17,697		)
Total investments	1,664,355		4,339		16,958		(19,273		)	(9,044		)	30,085		(65,360		)	—		—		(16,773		)	(1,700		)	1,603,587		(15,858		)
Total assets measured at fair value on a recurring basis	$	1,664,355	$	4,339	$	16,958	$	(19,273	)	$	(9,044	)	$	30,085	$	(65,360	)	$	—	$	—	$	(16,773	)	$	(1,700	)	$	1,603,587	$	(15,858	)
Liabilities:
Annuity account balances⁽²⁾	$	90,123	$	—	$	—	$	(530	)	$	—		$	—	$	—		$	63	$	1,896	$	—		$	—		$	88,820	$	—
Other liabilities⁽¹⁾	801,781		15,217		—		(185,520		)	—			—		—			—		—		—			—			972,084		(170,303		)
Total liabilities measured at fair value on a recurring basis	$	891,904	$	15,217	$	—	$	(186,050	)	$	—		$	—	$	—		$	63	$	1,896	$	—		$	—		$	1,060,904	$	(170,303	)



Successor Company
For The Three Months Ended June 30, 2015
Inflation	$	(95	)	$	(41	)	$	77
Total	$	(95	)	$	(41	)	$	77

February 1, 2015 to June 30, 2015
Inflation	$	(131	)	$	(131	)	$	73
Total	$	(131	)	$	(131	)	$	73



	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position				Financial Instruments		Cash Collateral Received		Net Amount
	(Dollars In Thousands)
Offsetting of Derivative Assets
Derivatives:
Free-Standing derivatives	$	577,370	$	—	$	577,370	$	66,347	$	336,163	$	174,860
Total derivatives, subject to a master netting arrangement or similar arrangement	577,370		—		577,370		66,347		336,163		174,860
Derivatives not subject to a master netting arrangement or similar arrangement
Embedded derivative - Modco reinsurance treaties	1,850		—		1,850		—		—		1,850
Embedded derivative - GMWB	47,149		—		47,149		—		—		47,149
Other	249		—		249		—		—		249
Total derivatives, not subject to a master netting arrangement or similar arrangement	49,248		—		49,248		—		—		49,248
Total derivatives	626,618		—		626,618		66,347		336,163		224,108
Total Assets	$	626,618	$	—	$	626,618	$	66,347	$	336,163	$	224,108



	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position				Financial Instruments		Cash Collateral Paid		Net Amount
	(Dollars In Thousands)
Offsetting of Derivative Liabilities
Derivatives:
Free-Standing derivatives	$	73,032	$	—	$	73,032	$	66,347	$	6,685	$	—
Total derivatives, subject to a master netting arrangement or similar arrangement	73,032		—		73,032		66,347		6,685		—
Derivatives not subject to a master netting arrangement or similar arrangement
Embedded derivative - Modco reinsurance treaties	239,350		—		239,350		—		—		239,350
Embedded derivative - GMWB	566,026		—		566,026		—		—		566,026
Embedded derivative - FIA	119,997		—		119,997		—		—		119,997
Embedded derivative - IUL	46,711		—		46,711		—		—		46,711
Total derivatives, not subject to a master netting arrangement or similar arrangement	972,084		—		972,084		—		—		972,084
Total derivatives	1,045,116		—		1,045,116		66,347		6,685		972,084
Repurchase agreements⁽¹⁾	160,000		—		160,000		—		—		160,000
Total Liabilities	$	1,205,116	$	—	$	1,205,116	$	66,347	$	6,685	$	1,132,084

					Greater
Successor Company	30-59 Days		60-89 Days		than 90 Days		Total
As of September 30, 2015	Delinquent		Delinquent		Delinquent		Delinquent
	(Dollars In Thousands)
Commercial mortgage loans	$	6,386	$	6,087	$	1,190	$	13,663
Number of delinquent commercial mortgage loans	4		3		1		8

			Unpaid				Average		Interest		Cash Basis
Successor Company	Recorded		Principal		Related		Recorded		Income		Interest
As of September 30, 2015	Investment		Balance		Allowance		Investment		Recognized		Income
	(Dollars In Thousands)
Commercial mortgage loans:
With no related allowance recorded	$	4,532	$	5,288	$	—	$	1,511	$	72	$	45
With an allowance recorded	5,676		5,828		2,025		2,838		—		48

		Pre-Modification		Post-Modification
		Outstanding		Outstanding
Predecessor Company	Number of	Recorded		Recorded
As of December 31, 2014	Contracts	Investment		Investment
	(Dollars In Thousands)
Troubled debt restructuring:
Commercial mortgage loans	6	$	28,648	$	19,593

	Expected
Years	Amortization
	(Dollars In Thousands)
2015	$	39,882
2016	141,406
2017	129,471
2018	117,447
2019	99,473

				Year-to-Date
			Maturity	Weighted-Avg
Issuer	Carrying Value(1)		Year	Interest Rate
	(Dollars In Thousands)
Golden Gate II Captive Insurance Company	$	118,377	2052	1.30	%
Golden Gate V Vermont Captive Insurance Company(2)	550,079		2037	5.12	%
MONY Life Insurance Company(2)	2,538		2024	6.19	%
Total	$	670,994

	Remaining Contractual Maturity of the Agreements
	As of September 30, 2015 (Successor Company)
	(Dollars In Thousands)
	Overnight and						Greater Than
	Continuous		Up to 30 days		30-90 days		90 days		Total
Repurchase agreements and repurchase-to-maturity transactions
U.S. Treasury and agency securities	$	124,489	$	20,257	$	15,029	$	—	$	159,775
State and municipal securities	—		—		—		—		—
Other asset-backed securities	—		—		—		—		—
Corporate securities	—		—		—		—		—
Equity securities	—		—		—		—		—
Non-U.S. sovereign debt	—		—		—		—		—
Mortgage loans	340,767		—		—		—		340,767
Other asset-backed securities	—		—		—		—		—
Total borrowings	$	465,256	$	20,257	$	15,029	$	—	$	500,542

	Predecessor Company
	Defined Benefit						Unfunded Excess
	Pension Plan						Benefits Plan
	As of			As of			As of			As of
	January 31, 2015			December 31, 2014			January 31, 2015			December 31, 2014
	(Dollars In Thousands)
Accumulated benefit obligation, end of period	$	262,290		$	249,453		$	49,251		$	47,368
Change in projected benefit obligation:
Projected benefit obligation at beginning of period	$	267,331		$	219,152		$	49,575		$	39,679
Service cost	974			9,411			95			954
Interest cost	1,002			10,493			140			1,696
Amendments	—			—			—			—
Actuarial (gain) or loss	12,384			38,110			1,555			9,153
Benefits paid	(592		)	(9,835		)	(122		)	(1,907		)
Projected benefit obligation at end of period	281,099			267,331			51,243			49,575

Change in plan assets:
Fair value of plan assets at beginning of period	203,772			180,173			—			—
Actual return on plan assets	(3,525		)	17,921			—			—
Employer contributions(1)	2,165			15,513			122			1,907
Benefits paid	(592		)	(9,835		)	(122		)	(1,907		)
Fair value of plan assets at end of period	201,820			203,772			—			—
After reflecting FASB guidance
Funded status	(79,279		)	(63,559		)	(51,243		)	(49,575		)
Amounts recognized in the balance sheet:
Other liabilities	(79,279		)	(63,559		)	(51,243		)	(49,575		)

Amounts recognized in accumulated other comprehensive income:
Net actuarial loss	96,965			80,430			22,401			20,983
Prior service cost/(credit)	(1,001		)	(1,033		)	23			24
Total amounts recognized in AOCI	$	95,964		$	79,397		$	22,424		$	21,007

	Defined Benefit		Unfunded Excess		Postretirement
	Pension Plan		Benefit Plan		Life Insurance Plan
Discount rate	3.55	%	3.26	%	3.79	%

	Amount
	Reclassified
	from Accumulated
Successor Company	Other Comprehensive			Affected Line Item in the
For The Three Months Ended September 30, 2015	Income (Loss)			Consolidated Condensed Statements of Income
	(Dollars In Thousands)
Unrealized gains and losses on available-for-sale securities
Net investment gains (losses)	$	(1,253	)	Realized investment gains (losses): All other investments
Impairments recognized in earnings	(10,064		)	Net impairment losses recognized in earnings
	(11,317		)	Total before tax
	3,961			Tax (expense) or benefit
	$	(7,356	)	Net of tax



	Predecessor Company
	January 1, 2015 to January 31, 2015
	(Dollars In Thousands, Except Per Share Amounts)
Calculation of basic earnings per share:
Net income	$	1,509

Average shares issued and outstanding	79,343,253
Issuable under various deferred compensation plans	1,109,595
Weighted shares outstanding - basic	80,452,848
Per share:
Net income - basic	$	0.02
Calculation of diluted earnings per share:
Net income	$	1,509

Weighted shares outstanding - basic	80,452,848
Stock appreciation rights (“SARs”)	64,570
Issuable under various other stock-based compensation plans	935,382
Restricted stock units	306,487
Weighted shares outstanding - diluted	81,759,287
Per share:
Net income - diluted	$	0.02

	Level 1		Level 2		Level 3		Total
	(Dollars In Thousands)
Assets:
Fixed maturity securities - available-for-sale
Residential mortgage-backed securities	$	—	$	1,615,819	$	3	$	1,615,822
Commercial mortgage-backed securities	—		1,277,663		—		1,277,663
Other asset-backed securities	—		207,263		585,751		793,014
U.S. government-related securities	1,102,371		515,101		—		1,617,472
State, municipalities, and political subdivisions	—		1,613,485		—		1,613,485
Other government-related securities	—		18,884		—		18,884
Corporate securities	83		24,881,615		1,048,738		25,930,436
Preferred stock	62,112		—		—		62,112
Total fixed maturity securities - available-for-sale	1,164,566		30,129,830		1,634,492		32,928,888

Fixed maturity securities - trading
Residential mortgage-backed securities	—		288,280		—		288,280
Commercial mortgage-backed securities	—		148,640		—		148,640
Other asset-backed securities	—		121,937		155,153		277,090
U.S. government-related securities	236,425		4,880		—		241,305
State, municipalities, and political subdivisions	—		310,973		—		310,973
Other government-related securities	—		59,527		—		59,527
Corporate securities	—		1,359,582		18,319		1,377,901
Preferred stock	6,925		—		—		6,925
Total fixed maturity securities - trading	243,350		2,293,819		173,472		2,710,641
Total fixed maturity securities	1,407,916		32,423,649		1,807,964		35,639,529
Equity securities	642,921		11,792		69,764		724,477
Other long-term investments(1)	122,120		172,937		95,203		390,260
Short-term investments	229,835		8,823		—		238,658
Total investments	2,402,792		32,617,201		1,972,931		36,992,924
Cash	663,313		—		—		663,313
Other assets	20,376		—		—		20,376
Assets related to separate accounts
Variable annuity	12,646,751		—		—		12,646,751
Variable universal life	792,800		—		—		792,800
Total assets measured at fair value on a recurring basis	$	16,526,032	$	32,617,201	$	1,972,931	$	51,116,164

Liabilities:
Annuity account balances(2)	$	—	$	—	$	95,198	$	95,198
Other liabilities (1)	22,085		2,891		608,360		633,336
Total liabilities measured at fair value on a recurring basis	$	22,085	$	2,891	$	703,558	$	728,534

	Successor
	Company
	Fair Value
	As of		Valuation	Unobservable	Range
	September 30, 2015		Technique	Input	(Weighted Average)
	(Dollars In Thousands)
Assets:
Other asset-backed securities	$	585,751	Discounted cash flow	Liquidity premium	0.43% - 1.49% (0.70%)
				Paydown rate	9.85% - 15.41% (13.17%)
Corporate securities	1,022,464		Discounted cash flow	Spread over	0.74% - 12.18% (2.45%)
				Treasury
Liabilities:
Embedded derivatives - GMWB(1)	$	193,709	Actuarial cash flow model	Mortality	1994 MGDB table with
					company experience
				Lapse	0.3% - 15%, depending on
					product/duration/funded
					status of guarantee
				Utilization	99%. 10% of policies have a
					one-time over-utilization of
					400%
				Nonperformance risk	0.21% - 1.17%
Annuity account balances(2)	95,198		Actuarial cash flow model	Asset earned rate	4.53% - 5.67%
				Expenses	$81 per policy
				Withdrawal rate	2.20%
				Mortality	1994 MGDB table with
					company experience
				Lapse	2.2% - 33.0%, depending
					on duration/surrender
					charge period
				Return on assets	1.50% - 1.85% depending on
					duration/surrender
					charge period
				Nonperformance risk	0.21% - 1.17%
Embedded derivative - FIA	76,709		Actuarial cash flow model	Expenses	$81.50 per policy
				Withdrawal rate	1.1% - 4.5% depending on
					duration and tax qualification
				Mortality	1994 MGDB table with
					company experience
				Lapse	2.5% - 40.0%, depending
					on duration/surrender
					charge period
				Nonperformance risk	0.21% - 1.17%
Embedded derivative - IUL	21,711		Actuarial cash flow model	Mortality	38% — 153% of 2015
					VBT Primary Tables
				Lapse	0.5% - 10.0%, depending on
					duration/distribution channel
					and smoking class
				Nonperformance risk	0.21% - 1.17%

																														Total
																														Gains (losses)
			Total				Total																							included in
			Realized and Unrealized				Realized and Unrealized																							Earnings
			Gains				Losses																							related to
					Included in					Included in																				Instruments
					Other					Other												Transfers								still held at
	Beginning		Included in		Comprehensive		Included in			Comprehensive												in/out of						Ending		the Reporting
	Balance		Earnings		Income		Earnings			Income			Purchases		Sales			Issuances		Settlements		Level 3			Other			Balance		Date
	(Dollars In Thousands)
Assets:
Fixed maturity securities available-for-sale
Residential mortgage-backed securities	$	3	$	—	$	—	$	—		$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	3	$	—
Commercial mortgage-backed securities	—		—		—		—			—			—		—			—		—		—			—			—		—
Other asset-backed securities	590,885		—		—		—			(4,185		)	—		—			—		—		—			(949		)	585,751		—
U.S. government-related securities	—		—		—		—			—			—		—			—		—		—			—			—		—
States, municipals, and political subdivisions	—		—		—		—			—			—		—			—		—		—			—			—		—
Other government-related securities	—		—		—		—			—			—		—			—		—		—			—			—		—
Corporate securities	1,111,431		76		5,939		(164		)	(8,800		)	62,183		(101,161		)	—		—		(20,037		)	(729		)	1,048,738		—
Total fixed maturity securities - available-for-sale	1,702,319		76		5,939		(164		)	(12,985		)	62,183		(101,161		)	—		—		(20,037		)	(1,678		)	1,634,492		—
Fixed maturity securities - trading
Residential mortgage-backed securities	—		—		—		—			—			—		—			—		—		—			—			—		—
Commercial mortgage-backed securities	—		—		—		—			—			—		—			—		—		—			—			—		—
Other asset-backed securities	160,594		83		—		(1,640		)	—			2,000		(6,001		)	—		—		—			117			155,153		(1,500		)
U.S. government-related securities	—		—		—		—			—			—		—			—		—		—			—			—		—
States, municipals and political subdivisions	—		—		—		—			—			—		—			—		—		—			—			—		—
Other government-related securities	—		—		—		—			—			—		—			—		—		—			—			—		—
Corporate securities	19,316		73		—		(970		)	—			—		(56		)	—		—		—			(44		)	18,319		(897		)
Total fixed maturity securities - trading	179,910		156		—		(2,610		)	—			2,000		(6,057		)	—		—		—			73			173,472		(2,397		)
Total fixed maturity securities	1,882,229		232		5,939		(2,774		)	(12,985		)	64,183		(107,218		)	—		—		(20,037		)	(1,605		)	1,807,964		(2,397		)
Equity securities	69,720		—		44		—			—			—		—			—		—		—			—			69,764		—
Other long-term investments(1)	169,596		—		—		(74,393		)	—			—		—			—		—		—			—			95,203		(74,393		)
Short-term investments	—		—		—		—			—			—		—			—		—		—			—			—		—
Total investments	2,121,545		232		5,983		(77,167		)	(12,985		)	64,183		(107,218		)	—		—		(20,037		)	(1,605		)	1,972,931		(76,790		)
Total assets measured at fair value on a recurring basis	$	2,121,545	$	232	$	5,983	$	(77,167	)	$	(12,985	)	$	64,183	$	(107,218	)	$	—	$	—	$	(20,037	)	$	(1,605	)	$	1,972,931	$	(76,790	)

Liabilities:
Annuity account balances(2)	$	95,178	$	—	$	—	$	(3,173	)	$	—		$	—	$	—		$	93	$	3,246	$	—		$	—		$	95,198	$	—
Other liabilities(1)	427,765		17,329		—		(197,924		)	—			—		—			—		—		—			—			608,360		(180,595		)
Total liabilities measured at fair value on a recurring basis	$	522,943	$	17,329	$	—	$	(201,097	)	$	—		$	—	$	—		$	93	$	3,246	$	—		$	—		$	703,558	$	(180,595	)

Successor Company
February 1, 2015 to September 30, 2015
Inflation	$	(131	)	$	(131	)	$	73
Total	$	(131	)	$	(131	)	$	73