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TENNESSEE
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63-0169720
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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Page
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Part III - Disclosure
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Item 16.
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Form 10-K Summary - None
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Item 1.
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Business
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Successor Company
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||||
For The Year Ended December 31,
|
|
Sales
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||
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(Dollars In Millions)
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||
2017
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$
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172
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2016
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170
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For the period of February 1, 2015 to December 31, 2015
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144
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Predecessor Company
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||||
For The Year Ended December 31,
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Sales
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(Dollars In Millions)
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||
For the period of January 1, 2015 to January 31, 2015
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$
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12
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2014
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130
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2013
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155
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Successor Company
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||||||||||||
For The Year Ended December 31,
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Fixed
Annuities
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Variable
Annuities
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Total
Annuities
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||||||
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(Dollars In Millions)
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||||||||||
2017
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$
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1,131
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$
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426
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$
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1,557
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2016
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727
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593
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1,320
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|||
For the period of February 1, 2015 to December 31, 2015
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566
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|
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1,096
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1,662
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|||
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||||||
Predecessor Company
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||||||||||||
For The Year Ended December 31,
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Fixed
Annuities
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Variable
Annuities
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Total
Annuities
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||||||
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(Dollars In Millions)
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||||||||||
For the period of January 1, 2015 to January 31, 2015
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$
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28
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$
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59
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$
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87
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|
2014
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|
831
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|
|
953
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1,784
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|||
2013
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693
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1,867
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2,560
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Successor Company
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||||||||||||
For The Year Ended December 31,
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GICs
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Funding
Agreements
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Total
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||||||
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(Dollars In Millions)
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||||||||||
2017
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$
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116
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$
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1,650
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$
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1,766
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2016
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190
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1,667
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1,857
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|||
For the period of February 1, 2015 to December 31, 2015
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115
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699
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814
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|||
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||||||
Predecessor Company
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||||||||||||
For The Year Ended December 31,
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GICs
|
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Funding
Agreements
|
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Total
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||||||
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(Dollars In Millions)
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||||||||||
For the period of January 1, 2015 to January 31, 2015
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$
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—
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$
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—
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$
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—
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2014
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42
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50
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|
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92
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|
|||
2013
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495
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—
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495
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Successor Company
|
||||
For The Year Ended December 31,
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Sales
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(Dollars In Millions)
|
||
2017
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549
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2016
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467
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|
|
For the period of February 1, 2015 to December 31, 2015
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451
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|
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|
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Predecessor Company
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||||
For The Year Ended December 31,
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Sales
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||
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(Dollars In Millions)
|
||
For the period of January 1, 2015 to January 31, 2015
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$
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35
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2014
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458
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2013
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444
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Successor Company
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||||||||||||||
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Realized Investment
Gains (Losses)
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||||||||||
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Cash, Accrued Investment Income, and Investments as of December 31,
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Net Investment Income
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Percentage Earned on Average of Cash and Investments
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Derivative Financial Instruments
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All Other Investments
|
|||||||||
(Dollars In Thousands)
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||||||||||||||
For The Year Ended December 31, 2017
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$
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54,983,606
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$
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1,923,056
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3.5
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%
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$
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(137,041
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)
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$
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111,975
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For The Year Ended December 31, 2016
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51,140,568
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1,823,463
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3.6
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%
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49,790
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72,882
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||||
February 1, 2015 to December 31, 2015
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45,716,700
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1,532,796
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3.3
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%
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58,436
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(193,928
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)
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Predecessor Company
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|||||||||
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Realized Investment
Gains (Losses)
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|||||||
For The Period of
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Net Investment Income
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Derivative Financial Instruments
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All Other Investments
|
||||||
(Dollars In Thousands)
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|||||||||
January 1, 2015 to January 31, 2015
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$
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164,605
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$
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22,031
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$
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80,672
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|
Predecessor Company
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||||||||||||||
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Realized Investment
Gains (Losses)
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||||||||||
For The Year Ended December 31,
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Cash, Accrued Investment Income, and Investments as of December 31,
|
Net Investment Income
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Percentage Earned on Average of Cash and Investments
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Derivative Financial Instruments
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All Other Investments
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|||||||||
(Dollars In Thousands)
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||||||||||||||
2014
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$
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46,326,345
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$
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2,098,013
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4.5
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%
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$
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(13,492
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)
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$
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198,027
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2013
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44,463,339
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1,836,188
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4.8
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%
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82,161
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(143,984
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)
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Ratings
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A.M. Best
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Fitch
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Standard & Poor’s
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Moody’s
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Insurance company financial strength rating:
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Protective Life Insurance Company
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A+
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A+
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AA-
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A1
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West Coast Life Insurance Company
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A+
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A+
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AA-
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A1
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Protective Life and Annuity Insurance Company
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A+
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A+
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AA-
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—
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Protective Property & Casualty Insurance Company
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A-
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—
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—
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—
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MONY Life Insurance Company
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A+
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A+
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A+
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A1
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Successor Company
|
|
Predecessor Company
|
||||||||||||||||||||
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For The Year Ended December 31,
|
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February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
|
For The Year Ended December 31,
|
||||||||||||||||
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2017
|
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2016
|
|
|
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2014
|
|
2013
|
||||||||||||||
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(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||||||||||
New Business Written
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|
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|
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|
|||||||||
Life Marketing
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$
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52,154,590
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$
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48,654,140
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$
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37,677,352
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|
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$
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3,425,214
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|
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$
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35,967,402
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|
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$
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39,107,963
|
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Asset Protection
|
483,299
|
|
|
646,225
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|
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641,794
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|
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58,345
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878,671
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|
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1,040,593
|
|
||||||
Total
|
$
|
52,637,889
|
|
|
$
|
49,300,365
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|
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$
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38,319,146
|
|
|
$
|
3,483,559
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|
|
$
|
36,846,073
|
|
|
$
|
40,148,556
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||||||
|
2017
|
|
2016
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|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||||||
Business Acquired Acquisitions
|
$
|
—
|
|
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$
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83,285,951
|
|
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$
|
—
|
|
|
$
|
—
|
|
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$
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44,812,977
|
|
Insurance In-Force at End of Year
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Life Marketing
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$
|
613,752,209
|
|
|
$
|
590,021,218
|
|
|
$
|
565,858,830
|
|
|
$
|
546,994,786
|
|
|
$
|
535,747,678
|
|
Acquisitions
|
246,499,115
|
|
|
263,771,251
|
|
|
199,482,477
|
|
|
215,223,031
|
|
|
235,552,325
|
|
|||||
Asset Protection
|
1,466,334
|
|
|
1,721,641
|
|
|
1,910,691
|
|
|
2,055,873
|
|
|
2,149,324
|
|
|||||
Total
|
$
|
861,717,658
|
|
|
$
|
855,514,110
|
|
|
$
|
767,251,998
|
|
|
$
|
764,273,690
|
|
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$
|
773,449,327
|
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(1)
|
Reinsurance assumed has been included, reinsurance ceded (Successor 2017 - $328,377,398; 2016 - $348,994,650; 2015 - $368,142,294); (Predecessor 2014 - $388,890,060; 2013 - $416,809,287) has not been deducted.
|
Successor Company
|
||||||||||||
As of December 31,
|
|
Stable
Value
Products
|
|
Fixed
Annuities
|
|
Variable
Annuities
|
||||||
(Dollars In Thousands)
|
||||||||||||
2017
|
|
$
|
4,698,371
|
|
|
$
|
10,921,190
|
|
|
$
|
13,956,071
|
|
2016
|
|
3,501,636
|
|
|
10,642,115
|
|
|
13,244,252
|
|
|||
2015
|
|
2,131,822
|
|
|
10,719,862
|
|
|
12,829,188
|
|
|||
|
|
|
|
|
|
|
||||||
Predecessor Company
|
||||||||||||
As of December 31,
|
|
Stable
Value
Products
|
|
Fixed
Annuities
|
|
Variable
Annuities
|
||||||
(Dollars In Thousands)
|
||||||||||||
2014
|
|
$
|
1,959,488
|
|
|
$
|
10,724,849
|
|
|
$
|
13,383,309
|
|
2013
|
|
2,559,552
|
|
|
10,832,956
|
|
|
13,083,735
|
|
Item 1B.
|
Unresolved Staff Comments
|
I
tem 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosure — Not Applicable
|
Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Item 6.
|
Selected Financial Data
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||||||||||
|
For The Year Ended December 31,
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
|
For The Year Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
|
|
2014
|
|
2013
|
||||||||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Premiums and policy fees
|
$
|
3,456,362
|
|
|
$
|
3,389,419
|
|
|
$
|
2,992,822
|
|
|
$
|
260,582
|
|
|
$
|
3,283,069
|
|
|
$
|
2,967,322
|
|
Reinsurance ceded
|
(1,367,096
|
)
|
|
(1,330,723
|
)
|
|
(1,174,871
|
)
|
|
(91,632
|
)
|
|
(1,395,743
|
)
|
|
(1,387,437
|
)
|
||||||
Net of reinsurance ceded
|
2,089,266
|
|
|
2,058,696
|
|
|
1,817,951
|
|
|
168,950
|
|
|
1,887,326
|
|
|
1,579,885
|
|
||||||
Net investment income
|
1,923,056
|
|
|
1,823,463
|
|
|
1,532,796
|
|
|
164,605
|
|
|
2,098,013
|
|
|
1,836,188
|
|
||||||
Realized investment gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments
|
(137,041
|
)
|
|
49,790
|
|
|
58,436
|
|
|
22,031
|
|
|
(13,492
|
)
|
|
82,161
|
|
||||||
All other investments
|
121,087
|
|
|
90,630
|
|
|
(166,935
|
)
|
|
81,153
|
|
|
205,302
|
|
|
(121,537
|
)
|
||||||
Other-than-temporary impairment losses
|
(1,332
|
)
|
|
(32,075
|
)
|
|
(28,659
|
)
|
|
(636
|
)
|
|
(2,589
|
)
|
|
(10,941
|
)
|
||||||
Portion recognized in other comprehensive income (before taxes)
|
(7,780
|
)
|
|
14,327
|
|
|
1,666
|
|
|
155
|
|
|
(4,686
|
)
|
|
(11,506
|
)
|
||||||
Net impairment losses recognized in earnings
|
(9,112
|
)
|
|
(17,748
|
)
|
|
(26,993
|
)
|
|
(481
|
)
|
|
(7,275
|
)
|
|
(22,447
|
)
|
||||||
Other income
|
325,411
|
|
|
288,878
|
|
|
271,787
|
|
|
23,388
|
|
|
294,333
|
|
|
250,420
|
|
||||||
Total revenues
|
4,312,667
|
|
|
4,293,709
|
|
|
3,487,042
|
|
|
459,646
|
|
|
4,464,207
|
|
|
3,604,670
|
|
||||||
Total benefits and expenses
|
3,848,659
|
|
|
3,771,028
|
|
|
3,232,854
|
|
|
326,799
|
|
|
3,725,418
|
|
|
3,182,171
|
|
||||||
Income before income tax
|
464,008
|
|
|
522,681
|
|
|
254,188
|
|
|
132,847
|
|
|
738,789
|
|
|
422,499
|
|
||||||
Income tax expense
|
(718,409
|
)
|
|
170,073
|
|
|
74,491
|
|
|
44,325
|
|
|
246,838
|
|
|
130,897
|
|
||||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
|
$
|
491,951
|
|
|
$
|
291,602
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
79,113,735
|
|
|
$
|
74,465,132
|
|
|
$
|
68,031,938
|
|
|
$
|
69,992,118
|
|
|
$
|
68,269,798
|
|
Total stable value products and annuity account balances
|
15,619,561
|
|
|
14,143,751
|
|
|
12,851,684
|
|
|
12,910,217
|
|
|
13,684,805
|
|
|||||
Non-recourse funding obligations
|
2,952,822
|
|
|
2,973,829
|
|
|
1,951,563
|
|
|
1,527,752
|
|
|
1,495,448
|
|
|||||
Total shareowner’s equity
|
8,324,285
|
|
|
6,739,674
|
|
|
5,187,477
|
|
|
5,831,151
|
|
|
4,690,426
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Life Marketing
—
We market fixed universal life (“UL”), indexed universal life (“IUL”), variable universal life (“VUL”), bank-owned life insurance (“BOLI”), and level premium term insurance (“traditional”) products on a national basis primarily through networks of independent insurance agents and brokers, broker-dealers, financial institutions, independent distribution organizations, and affinity groups.
|
•
|
Acquisitions
—We focus on acquiring, converting, and/or servicing policies and contracts from other companies. This segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being marketed. Therefore earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage unless new acquisitions are made.
|
•
|
Annuities
—We market fixed and variable annuity (“VA”) products. These products are primarily sold through broker-dealers, financial institutions, and independent agents and brokers.
|
•
|
Stable Value Products
—We sell fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. The segment also issues funding agreements to the Federal Home Loan Bank (“FHLB”), and markets guaranteed investment contracts (“GICs”) to 401(k) and other qualified retirement savings plans. We also have an unregistered funding agreement-backed notes program which provides for offers of notes to both domestic and international institutional investors.
|
•
|
Asset Protection
—We market extended service contracts, guaranteed asset protection (“GAP”) products, credit life and disability insurance, and other specialized ancillary products to protect consumers’ investments in automobiles and recreational vehicles. GAP products are designed to cover the difference between the scheduled loan pay-off amount and an asset’s actual cash value in the case of a total loss. Each type of specialized ancillary product protects against damage or other loss to a particular aspect of the underlying asset.
|
•
|
Corporate and Other
—This segment primarily consists of net investment income on assets supporting our equity capital, unallocated corporate overhead, and expenses not attributable to the segments above. This segment includes earnings from several non-strategic or runoff lines of business, financing and investment related transactions, and the operations of several small subsidiaries.
|
•
|
exposure to 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 our operations and results;
|
•
|
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 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;
|
•
|
events that damage our reputation could adversely impact our business, results of operations, or financial condition;
|
•
|
interest rate fluctuations or sustained periods of low or high interest rates could negatively affect our interest earnings and spread income, or otherwise impact our business;
|
•
|
our investments are subject to market and credit risks, which could be heightened during periods of extreme volatility or disruption in financial and credit markets;
|
•
|
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 rating 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 have a material adverse effect on our results of operations, financial condition, and capital position;
|
•
|
we could be adversely affected by an inability to access our credit facility;
|
•
|
we could be adversely affected by an inability to access FHLB lending;
|
•
|
our securities lending program may subject us to liquidity and other risks;
|
•
|
our financial condition or results of operations could be adversely impacted if our assumptions regarding the fair value and future performance of our investments differ from actual experience;
|
•
|
adverse actions of certain funds or their advisers could have a detrimental impact on our ability to sell our variable life and annuity products, or maintain current levels of assets in those products;
|
•
|
the amount of statutory capital or risk-based capital that we have and the amount of statutory capital or risk-based capital that we must hold to maintain our financial strength and credit ratings and meet other requirements can vary significantly from time to time and is sensitive to a number of factors outside of our control;
|
•
|
the business of our company is highly regulated and is subject to routine audits, examinations, and actions by regulators, law enforcement agencies, and self-regulatory organizations;
|
•
|
we may be subject to regulations of, or regulations influenced by, international regulatory authorities or initiatives;
|
•
|
NAIC actions, pronouncements and initiatives may affect our product profitability, reserve and capital requirements, financial condition or results of operations;
|
•
|
our use of captive reinsurance companies to finance statutory reserves related to our term and universal life products and to reduce volatility affecting our variable annuity products, may be limited or adversely affected by regulatory action, pronouncements and interpretations;
|
•
|
laws, regulations and initiatives related to unreported deaths and unclaimed property and death benefits may result in operational burdens, fines, unexpected payments or escheatments;
|
•
|
we are subject to insurance guaranty fund laws, rules and regulations that could adversely affect our financial condition or results of operations;
|
•
|
we are subject to insurable interest laws, rules and regulations that could adversely affect our financial condition or results of operations;
|
•
|
the Healthcare Act and related regulations could adversely affect our results of operations or financial condition;
|
•
|
laws, rules and regulations promulgated in connection with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely affect our results of operations or financial condition;
|
•
|
regulations issued by the Department of Labor 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;
|
•
|
changes to tax law, such as the effect of the Tax Reform Act enacted on December 22, 2017, 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;
|
•
|
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.
|
•
|
appropriate weighted average discount rate;
|
•
|
estimated rate of increase in the compensation of employees; and
|
•
|
expected long-term rate of return on the plan’s assets.
|
•
|
realized gains and losses on investments and derivatives,
|
•
|
changes in the GLWB embedded derivatives exclusive of the portion attributable to the economic cost of the GLWB,
|
•
|
actual GLWB incurred claims, and
|
•
|
the amortization of DAC, VOBA, and certain policy liabilities that is impacted by the exclusion of these items.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Adjusted Operating Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Life Marketing
|
$
|
55,152
|
|
|
$
|
41,457
|
|
|
$
|
54,864
|
|
|
$
|
(2,271
|
)
|
Acquisitions
|
249,749
|
|
|
260,511
|
|
|
194,654
|
|
|
20,134
|
|
||||
Annuities
|
171,269
|
|
|
174,362
|
|
|
146,828
|
|
|
11,363
|
|
||||
Stable Value Products
|
105,261
|
|
|
61,294
|
|
|
56,581
|
|
|
4,529
|
|
||||
Asset Protection
|
17,638
|
|
|
11,309
|
|
|
17,632
|
|
|
1,907
|
|
||||
Corporate and Other
|
(189,645
|
)
|
|
(161,820
|
)
|
|
(118,832
|
)
|
|
(16,662
|
)
|
||||
Pre-tax adjusted operating income
|
409,424
|
|
|
387,113
|
|
|
351,727
|
|
|
19,000
|
|
||||
Realized gains (losses) on investments and derivatives
|
54,584
|
|
|
135,568
|
|
|
(97,539
|
)
|
|
113,847
|
|
||||
Income before income tax
|
464,008
|
|
|
522,681
|
|
|
254,188
|
|
|
132,847
|
|
||||
Income tax (benefit) expense
|
(718,409
|
)
|
|
170,073
|
|
|
74,491
|
|
|
44,325
|
|
||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
|
|
|
|
|
|
|
|
||||||||
Pre-tax adjusted operating income
|
$
|
409,424
|
|
|
$
|
387,113
|
|
|
$
|
351,727
|
|
|
$
|
19,000
|
|
Adjusted operating income tax (expense) benefit
|
737,513
|
|
|
(122,624
|
)
|
|
(108,629
|
)
|
|
(4,479
|
)
|
||||
After-tax adjusted operating income
|
1,146,937
|
|
|
264,489
|
|
|
243,098
|
|
|
14,521
|
|
||||
Realized gains (losses) on investments and derivatives
|
54,584
|
|
|
135,568
|
|
|
(97,539
|
)
|
|
113,847
|
|
||||
Income tax (expense) benefit on adjustments
|
(19,104
|
)
|
|
(47,449
|
)
|
|
34,138
|
|
|
(39,846
|
)
|
||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
|
|
|
|
|
|
|
|
||||||||
Realized investment (losses) gains:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
(137,041
|
)
|
|
$
|
49,790
|
|
|
$
|
58,436
|
|
|
$
|
22,031
|
|
All other investments
|
121,087
|
|
|
90,630
|
|
|
(166,935
|
)
|
|
81,153
|
|
||||
Net impairment losses recognized in earnings
|
(9,112
|
)
|
|
(17,748
|
)
|
|
(26,993
|
)
|
|
(481
|
)
|
||||
Less: related amortization
(1)
|
(39,480
|
)
|
|
24,360
|
|
|
(8,726
|
)
|
|
(8,742
|
)
|
||||
Less: VA GLWB economic cost
|
(40,170
|
)
|
|
(37,256
|
)
|
|
(29,227
|
)
|
|
(2,402
|
)
|
||||
Realized (losses) gains on investments and derivatives
|
$
|
54,584
|
|
|
$
|
135,568
|
|
|
$
|
(97,539
|
)
|
|
$
|
113,847
|
|
(1)
|
Includes amortization of DAC/VOBA and benefits and settlement expenses that are impacted by realized gains (losses).
|
•
|
Life Marketing segment pre-tax adjusted operating income was $55.2 million for the year ended December 31, 2017, representing an increase of $13.7 million from the year ended December 31, 2016. The increase was primarily due to the impact of unlocking for the year ended December 31, 2017, as compared to the prior year, as well as lower operating expenses. The segment recorded an unfavorable $4.0 million of unlocking for the year ended December 31, 2017, as compared to an unfavorable $13.3 million of unlocking for the year ended December 31, 2016.
|
•
|
Acquisitions segment pre-tax adjusted operating income was $249.7 million for the year ended December 31, 2017, a decrease of $10.8 million as compared to the year ended December 31, 2016, primarily due to the expected runoff of the in-force blocks of business.
|
•
|
Annuities segment pre-tax adjusted operating income was $171.3 million for the year ended December 31, 2017, as compared to $174.4 million for the year ended December 31, 2016, a decrease of $3.1 million, or 1.8%. This variance was primarily the result of an unfavorable change in SPIA mortality and higher non-deferred expenses, partially offset by increased interest spreads, growth in VA fee income, and favorable unlocking. Segment results were positively impacted by $16.5 million of favorable unlocking for the year ended December 31, 2017, as compared to $8.1 million of favorable unlocking for the year ended December 31, 2016.
|
•
|
Stable Value Products pre-tax adjusted operating income was $105.3 million and increased $44.0 million, or 71.7%, for the year ended December 31, 2017, as compared to the year ended December 31, 2016. The increase in adjusted operating earnings primarily resulted from an increase in participating mortgage income and higher average account values. Participating mortgage income for the year ended December 31, 2017, was $33.5 million as compared to $11.0 million for the year ended December 31, 2016. The adjusted operating spread, which excludes participating income, decreased by eight basis points for the year ended December 31, 2017, from the prior year, due primarily to an increase in credited interest.
|
•
|
Asset Protection segment pre-tax adjusted operating income was $17.6 million, representing an increase of $6.3 million, or 56.0%, for the year ended December 31, 2017, as compared to the year ended December 31, 2016. Service contract earnings increased $12.2 million primarily due to favorable loss ratios and $4.8 million of one-time transaction costs associated with the US Warranty acquisition in 2016. Credit insurance earnings decreased $0.1 million primarily due to lower volume. Earnings from the GAP product line decreased $5.8 million primarily resulting from higher loss ratios, somewhat offset by additional income provided by US Warranty.
|
•
|
The Corporate and Other segment’s pre-tax adjusted operating loss was $189.6 million for the year ended December 31, 2017, as compared to a pre-tax adjusted operating loss of $161.8 million for the year ended December 31, 2016. The decrease was primarily attributable to a $30.9 million increase in corporate overhead expense. The increase in overhead expenses was primarily due to certain accrued expenses that increased as a result of the favorable after-tax adjusted operating income results which increased due to the change in the corporate tax rate during the period.
|
•
|
Life Marketing segment pre-tax adjusted operating income was $54.9 million which consisted of universal life adjusted operating income of $54.5 million, traditional life adjusted operating income of $15.9 million, and an adjusted operating loss of $15.5 million in other lines which included $17.4 million of amortization related intangible assets. Traditional life adjusted operating income included favorable mortality of $6.4 million.
|
•
|
Acquisitions segment pre-tax adjusted operating income was $194.7 million. This included expected runoff of the in-force blocks of business.
|
•
|
Annuities segment pre-tax adjusted operating income was $146.8 million which included $83.8 million of fixed annuity adjusted operating earnings, $78.3 million of variable annuity adjusted operating earnings, and a $15.3 million loss in other annuity earnings which included $12.2 million of amortization related to intangible assets. The fixed annuity results were negatively impacted by $0.8 million of unfavorable SPIA mortality. The segment recorded $2.4 million of favorable unlocking.
|
•
|
Stable Value Products pre-tax adjusted operating income of $56.6 million was primarily due to activity in average account values, operating spread, and participating mortgage income. Participating mortgage income was $23.0 million and the adjusted operating spread, which excludes participating income, was 188 basis points.
|
•
|
Asset Protection segment pre-tax adjusted operating income was $17.6 million which consisted of service contract earnings of $8.2 million, GAP product earnings of $6.9 million, and credit insurance earnings of $2.5 million.
|
•
|
The Corporate and Other segment’s $118.8 million pre-tax adjusted operating loss was primarily due to $176.0 million of other operating expenses which is primarily interest and corporate overhead expenses. These expenses were partially offset by $57.5 million of investment income which represents income on assets supporting our equity capital.
|
•
|
Life Marketing segment pre-tax adjusted operating loss was $2.3 million. Included in that amount was a traditional life adjusted operating loss of $3.4 million, universal life earnings of $1.2 million, and adjusted operating loss of $0.1 million in other lines.
|
•
|
Acquisitions segment pre-tax adjusted operating income was $20.1 million. This included expected runoff of the in-force blocks of business.
|
•
|
Annuities segment pre-tax adjusted operating income was $11.4 million. Included in that amount was $2.8 million of favorable SPIA mortality results and $2.6 million of unfavorable unlocking primarily related to the VA line of business.
|
•
|
Stable Value Products pre-tax adjusted 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.
|
•
|
Asset Protection segment pre-tax adjusted operating income was $1.9 million which consisted of $0.8 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 $16.7 million pre-tax adjusted operating loss was primarily due to $18.3 million of total benefits and expenses offset by $0.3 million of net investment income and $1.3 million of premiums and policy fees.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Gross premiums and policy fees
|
$
|
1,855,075
|
|
|
$
|
1,772,523
|
|
|
$
|
1,553,658
|
|
|
$
|
136,068
|
|
Reinsurance ceded
|
(843,164
|
)
|
|
(800,276
|
)
|
|
(671,487
|
)
|
|
(51,142
|
)
|
||||
Net premiums and policy fees
|
1,011,911
|
|
|
972,247
|
|
|
882,171
|
|
|
84,926
|
|
||||
Net investment income
|
550,714
|
|
|
523,989
|
|
|
446,518
|
|
|
47,622
|
|
||||
Other income
|
2,599
|
|
|
2,492
|
|
|
2,160
|
|
|
414
|
|
||||
Total operating revenues
|
1,565,224
|
|
|
1,498,728
|
|
|
1,330,849
|
|
|
132,962
|
|
||||
Realized gains (losses)- investments
|
(3,661
|
)
|
|
5,679
|
|
|
(13,008
|
)
|
|
997
|
|
||||
Realized gains (losses)- derivatives
|
(5,356
|
)
|
|
13,135
|
|
|
(1,009
|
)
|
|
(598
|
)
|
||||
Total revenues
|
1,556,207
|
|
|
1,517,542
|
|
|
1,316,832
|
|
|
133,361
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
1,330,031
|
|
|
1,261,231
|
|
|
1,109,341
|
|
|
123,525
|
|
||||
Amortization of DAC/VOBA
|
119,164
|
|
|
130,560
|
|
|
108,035
|
|
|
4,584
|
|
||||
Other operating expenses
|
60,877
|
|
|
65,480
|
|
|
58,609
|
|
|
7,124
|
|
||||
Operating benefits and expenses
|
1,510,072
|
|
|
1,457,271
|
|
|
1,275,985
|
|
|
135,233
|
|
||||
Amortization related to benefits and settlement expenses
|
(10,893
|
)
|
|
6,613
|
|
|
499
|
|
|
(346
|
)
|
||||
Amortization of DAC/VOBA related to realized gains (losses)- investments
|
1,589
|
|
|
148
|
|
|
(224
|
)
|
|
229
|
|
||||
Total benefits and expenses
|
1,500,768
|
|
|
1,464,032
|
|
|
1,276,260
|
|
|
135,116
|
|
||||
INCOME (LOSS) BEFORE INCOME TAX
|
55,439
|
|
|
53,510
|
|
|
40,572
|
|
|
(1,755
|
)
|
||||
Less: realized gains (losses)
|
(9,017
|
)
|
|
18,814
|
|
|
(14,017
|
)
|
|
399
|
|
||||
Less: amortization related to benefits and settlement expenses
|
10,893
|
|
|
(6,613
|
)
|
|
(499
|
)
|
|
346
|
|
||||
Less: related amortization of DAC/VOBA
|
(1,589
|
)
|
|
(148
|
)
|
|
224
|
|
|
(229
|
)
|
||||
PRE-TAX ADJUSTED OPERATING INCOME (LOSS)
|
$
|
55,152
|
|
|
$
|
41,457
|
|
|
$
|
54,864
|
|
|
$
|
(2,271
|
)
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Sales By Product
(1)
|
|
|
|
|
|
|
|
||||||||
Traditional
|
$
|
8,065
|
|
|
$
|
1,035
|
|
|
$
|
512
|
|
|
$
|
42
|
|
Universal life
|
164,074
|
|
|
168,671
|
|
|
143,969
|
|
|
11,473
|
|
||||
BOLI
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
|
$
|
172,139
|
|
|
$
|
169,706
|
|
|
$
|
144,496
|
|
|
$
|
11,515
|
|
Sales By Distribution Channel
|
|
|
|
|
|
|
|
||||||||
Traditional brokerage
|
$
|
147,023
|
|
|
$
|
146,062
|
|
|
$
|
119,880
|
|
|
$
|
9,724
|
|
Institutional
|
16,291
|
|
|
16,294
|
|
|
18,936
|
|
|
1,472
|
|
||||
Direct
|
8,825
|
|
|
7,350
|
|
|
5,680
|
|
|
319
|
|
||||
|
$
|
172,139
|
|
|
$
|
169,706
|
|
|
$
|
144,496
|
|
|
$
|
11,515
|
|
Average Life Insurance In-force
(2)
|
|
|
|
|
|
|
|
||||||||
Traditional
|
$
|
346,134,076
|
|
|
$
|
361,976,539
|
|
|
$
|
380,364,300
|
|
|
$
|
391,411,413
|
|
Universal life
|
253,282,098
|
|
|
215,333,069
|
|
|
176,050,239
|
|
|
153,317,720
|
|
||||
|
$
|
599,416,174
|
|
|
$
|
577,309,608
|
|
|
$
|
556,414,539
|
|
|
$
|
544,729,133
|
|
Average Account Values
|
|
|
|
|
|
|
|
||||||||
Universal life
|
$
|
7,626,868
|
|
|
$
|
7,449,470
|
|
|
$
|
7,321,233
|
|
|
$
|
7,250,973
|
|
Variable universal life
|
718,890
|
|
|
624,022
|
|
|
586,840
|
|
|
574,257
|
|
||||
|
$
|
8,345,758
|
|
|
$
|
8,073,492
|
|
|
$
|
7,908,073
|
|
|
$
|
7,825,230
|
|
(1)
|
Sales data for traditional life insurance is based on annualized premiums. Universal life sales are based on annualized planned premiums, or "target" premiums if lesser, plus 6% of amounts received in excess of target premiums and 10% of single premiums. "Target" premiums for universal life are those premiums upon which full first year commissions are paid.
|
(2)
|
Amounts are not adjusted for reinsurance ceded.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
First year commissions
|
$
|
197,815
|
|
|
$
|
196,353
|
|
|
$
|
163,209
|
|
|
$
|
14,108
|
|
Renewal commissions
|
39,931
|
|
|
38,089
|
|
|
31,773
|
|
|
2,513
|
|
||||
First year ceding allowances
|
(2,244
|
)
|
|
(3,556
|
)
|
|
(2,716
|
)
|
|
(49
|
)
|
||||
Renewal ceding allowances
|
(185,255
|
)
|
|
(165,614
|
)
|
|
(153,112
|
)
|
|
(12,364
|
)
|
||||
General & administrative
|
228,960
|
|
|
213,878
|
|
|
192,684
|
|
|
17,466
|
|
||||
Taxes, licenses, and fees
|
36,045
|
|
|
33,068
|
|
|
28,722
|
|
|
2,509
|
|
||||
Other operating expenses incurred
|
315,252
|
|
|
312,218
|
|
|
260,560
|
|
|
24,183
|
|
||||
Less: commissions, allowances & expenses capitalized
|
(254,375
|
)
|
|
(246,738
|
)
|
|
(201,951
|
)
|
|
(17,059
|
)
|
||||
Other operating expenses
|
$
|
60,877
|
|
|
$
|
65,480
|
|
|
$
|
58,609
|
|
|
$
|
7,124
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Reinsurance ceded
|
$
|
(843,164
|
)
|
|
$
|
(800,276
|
)
|
|
$
|
(671,487
|
)
|
|
$
|
(51,142
|
)
|
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
(710,959
|
)
|
|
(776,507
|
)
|
|
(586,030
|
)
|
|
(58,501
|
)
|
||||
Amortization of DAC/VOBA
|
(5,533
|
)
|
|
(6,048
|
)
|
|
(5,350
|
)
|
|
(3,766
|
)
|
||||
Other operating expenses
(1)
|
(180,435
|
)
|
|
(161,352
|
)
|
|
(148,293
|
)
|
|
(11,728
|
)
|
||||
Total benefits and expenses
|
(896,927
|
)
|
|
(943,907
|
)
|
|
(739,673
|
)
|
|
(73,995
|
)
|
||||
NET IMPACT OF REINSURANCE
|
$
|
53,763
|
|
|
$
|
143,631
|
|
|
$
|
68,186
|
|
|
$
|
22,853
|
|
|
|
|
|
|
|
|
|
||||||||
Allowances received
|
$
|
(187,499
|
)
|
|
$
|
(169,170
|
)
|
|
$
|
(155,828
|
)
|
|
$
|
(12,413
|
)
|
Less: Amount deferred
|
7,064
|
|
|
7,818
|
|
|
7,535
|
|
|
685
|
|
||||
Allowances recognized (ceded other operating expenses)
(1)
|
$
|
(180,435
|
)
|
|
$
|
(161,352
|
)
|
|
$
|
(148,293
|
)
|
|
$
|
(11,728
|
)
|
(1)
|
Other operating expenses ceded per the income statement are equal to reinsurance allowances recognized after capitalization.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Gross premiums and policy fees
|
$
|
1,113,355
|
|
|
$
|
1,180,376
|
|
|
$
|
1,023,413
|
|
|
$
|
88,855
|
|
Reinsurance ceded
|
(328,167
|
)
|
|
(348,293
|
)
|
|
(332,672
|
)
|
|
(26,512
|
)
|
||||
Net premiums and policy fees
|
785,188
|
|
|
832,083
|
|
|
690,741
|
|
|
62,343
|
|
||||
Net investment income
|
752,520
|
|
|
764,571
|
|
|
639,422
|
|
|
71,088
|
|
||||
Other income
|
11,423
|
|
|
10,805
|
|
|
11,119
|
|
|
1,240
|
|
||||
Total operating revenues
|
1,549,131
|
|
|
1,607,459
|
|
|
1,341,282
|
|
|
134,671
|
|
||||
Realized gains (losses)—investments
|
121,036
|
|
|
69,018
|
|
|
(173,879
|
)
|
|
73,601
|
|
||||
Realized gains (losses)—derivatives
|
(101,084
|
)
|
|
(460
|
)
|
|
166,027
|
|
|
(68,511
|
)
|
||||
Total revenues
|
1,569,083
|
|
|
1,676,017
|
|
|
1,333,430
|
|
|
139,761
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
1,195,105
|
|
|
1,220,674
|
|
|
1,054,598
|
|
|
100,693
|
|
||||
Amortization of VOBA
|
(6,330
|
)
|
|
8,218
|
|
|
2,070
|
|
|
4,803
|
|
||||
Other operating expenses
|
110,607
|
|
|
118,056
|
|
|
89,960
|
|
|
9,041
|
|
||||
Operating benefits and expenses
|
1,299,382
|
|
|
1,346,948
|
|
|
1,146,628
|
|
|
114,537
|
|
||||
Amortization related to benefits and settlement expenses
|
8,979
|
|
|
11,467
|
|
|
12,884
|
|
|
1,233
|
|
||||
Amortization of VOBA related to realized gains (losses)—investments
|
(609
|
)
|
|
(40
|
)
|
|
(35
|
)
|
|
230
|
|
||||
Total benefits and expenses
|
1,307,752
|
|
|
1,358,375
|
|
|
1,159,477
|
|
|
116,000
|
|
||||
INCOME BEFORE INCOME TAX
|
261,331
|
|
|
317,642
|
|
|
173,953
|
|
|
23,761
|
|
||||
Less: realized gains (losses)
|
19,952
|
|
|
68,558
|
|
|
(7,852
|
)
|
|
5,090
|
|
||||
Less: amortization related to benefits and settlement expenses
|
(8,979
|
)
|
|
(11,467
|
)
|
|
(12,884
|
)
|
|
(1,233
|
)
|
||||
Less: related amortization of VOBA
|
609
|
|
|
40
|
|
|
35
|
|
|
(230
|
)
|
||||
PRE-TAX ADJUSTED OPERATING INCOME
|
$
|
249,749
|
|
|
$
|
260,511
|
|
|
$
|
194,654
|
|
|
$
|
20,134
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Average Life Insurance In-Force
(1)
|
|
|
|
|
|
|
|
||||||||
Traditional
|
$
|
227,487,175
|
|
|
$
|
233,303,794
|
|
|
$
|
175,316,149
|
|
|
$
|
182,177,575
|
|
Universal life
|
27,473,477
|
|
|
29,598,014
|
|
|
32,022,655
|
|
|
33,413,557
|
|
||||
|
$
|
254,960,652
|
|
|
$
|
262,901,808
|
|
|
$
|
207,338,804
|
|
|
$
|
215,591,132
|
|
Average Account Values
|
|
|
|
|
|
|
|
||||||||
Universal life
|
$
|
4,199,568
|
|
|
$
|
4,267,697
|
|
|
$
|
4,420,698
|
|
|
$
|
4,486,843
|
|
Fixed annuity
(2)
|
3,538,204
|
|
|
3,560,389
|
|
|
3,643,397
|
|
|
3,712,578
|
|
||||
Variable annuity
|
1,189,695
|
|
|
1,181,332
|
|
|
1,327,080
|
|
|
1,396,587
|
|
||||
|
$
|
8,927,467
|
|
|
$
|
9,009,418
|
|
|
$
|
9,391,175
|
|
|
$
|
9,596,008
|
|
Interest Spread - Fixed Annuities
|
|
|
|
|
|
|
|
||||||||
Net investment income yield
|
4.07
|
%
|
|
3.97
|
%
|
|
3.95
|
%
|
|
5.31
|
%
|
||||
Interest credited to policyholders
|
3.28
|
|
|
3.27
|
|
|
3.28
|
|
|
3.39
|
|
||||
Interest spread
(3)
|
0.79
|
%
|
|
0.70
|
%
|
|
0.67
|
%
|
|
1.92
|
%
|
(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.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Reinsurance ceded
|
$
|
(328,167
|
)
|
|
$
|
(348,293
|
)
|
|
$
|
(332,672
|
)
|
|
$
|
(26,512
|
)
|
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
(275,698
|
)
|
|
(276,947
|
)
|
|
(326,068
|
)
|
|
(25,832
|
)
|
||||
Amortization of VOBA
|
(580
|
)
|
|
(438
|
)
|
|
(260
|
)
|
|
(233
|
)
|
||||
Other operating expenses
|
(40,005
|
)
|
|
(43,463
|
)
|
|
(43,284
|
)
|
|
(3,647
|
)
|
||||
Total benefits and expenses
|
(316,283
|
)
|
|
(320,848
|
)
|
|
(369,612
|
)
|
|
(29,712
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET IMPACT OF REINSURANCE
(1)
|
$
|
(11,884
|
)
|
|
$
|
(27,445
|
)
|
|
$
|
36,940
|
|
|
$
|
3,200
|
|
(1)
|
Assumes no investment income on reinsurance. Foregone investment income would substantially reduce the favorable impact of reinsurance.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Gross premiums and policy fees
|
$
|
152,701
|
|
|
$
|
146,458
|
|
|
$
|
138,146
|
|
|
$
|
12,473
|
|
Reinsurance ceded
|
(79,084
|
)
|
|
(80,244
|
)
|
|
(75,563
|
)
|
|
(6,118
|
)
|
||||
Net premiums and policy fees
|
73,617
|
|
|
66,214
|
|
|
62,583
|
|
|
6,355
|
|
||||
Net investment income
|
316,582
|
|
|
318,511
|
|
|
296,839
|
|
|
37,189
|
|
||||
Realized gains (losses)—derivatives
|
(40,170
|
)
|
|
(37,256
|
)
|
|
(29,227
|
)
|
|
(2,402
|
)
|
||||
Other income
|
168,046
|
|
|
160,042
|
|
|
145,931
|
|
|
12,690
|
|
||||
Total operating revenues
|
518,075
|
|
|
507,511
|
|
|
476,126
|
|
|
53,832
|
|
||||
Realized gains (losses)—investments
|
28
|
|
|
(4,256
|
)
|
|
(5,743
|
)
|
|
(145
|
)
|
||||
Realized gains (losses)—derivatives, net of economic cost
|
(31,256
|
)
|
|
44,257
|
|
|
(73,732
|
)
|
|
77,231
|
|
||||
Total revenues
|
486,847
|
|
|
547,512
|
|
|
396,651
|
|
|
130,918
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
212,228
|
|
|
211,816
|
|
|
224,237
|
|
|
26,919
|
|
||||
Amortization of DAC/VOBA
|
(11,829
|
)
|
|
(16,284
|
)
|
|
(18,524
|
)
|
|
6,217
|
|
||||
Other operating expenses
|
146,407
|
|
|
137,617
|
|
|
123,585
|
|
|
9,333
|
|
||||
Operating benefits and expenses
|
346,806
|
|
|
333,149
|
|
|
329,298
|
|
|
42,469
|
|
||||
Amortization related to benefits and settlement expenses
|
4,096
|
|
|
919
|
|
|
697
|
|
|
3,128
|
|
||||
Amortization of DAC/VOBA related to realized gains (losses)—investments
|
(42,642
|
)
|
|
5,253
|
|
|
(22,547
|
)
|
|
(13,216
|
)
|
||||
Total benefits and expenses
|
308,260
|
|
|
339,321
|
|
|
307,448
|
|
|
32,381
|
|
||||
INCOME BEFORE INCOME TAX
|
178,587
|
|
|
208,191
|
|
|
89,203
|
|
|
98,537
|
|
||||
Less: realized gains (losses)—investments
|
28
|
|
|
(4,256
|
)
|
|
(5,743
|
)
|
|
(145
|
)
|
||||
Less: realized gains (losses)—derivatives, net of economic cost
|
(31,256
|
)
|
|
44,257
|
|
|
(73,732
|
)
|
|
77,231
|
|
||||
Less: amortization related to benefits and settlement expenses
|
(4,096
|
)
|
|
(919
|
)
|
|
(697
|
)
|
|
(3,128
|
)
|
||||
Less: related amortization of DAC/VOBA
|
42,642
|
|
|
(5,253
|
)
|
|
22,547
|
|
|
13,216
|
|
||||
PRE-TAX ADJUSTED OPERATING INCOME
|
$
|
171,269
|
|
|
$
|
174,362
|
|
|
$
|
146,828
|
|
|
$
|
11,363
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Sales
(1)
|
|
|
|
|
|
|
|
||||||||
Fixed annuity
|
$
|
1,130,843
|
|
|
$
|
726,640
|
|
|
$
|
566,290
|
|
|
$
|
28,335
|
|
Variable annuity
|
426,353
|
|
|
593,409
|
|
|
1,096,113
|
|
|
59,115
|
|
||||
|
$
|
1,557,196
|
|
|
$
|
1,320,049
|
|
|
$
|
1,662,403
|
|
|
$
|
87,450
|
|
Average Account Values
|
|
|
|
|
|
|
|
||||||||
Fixed annuity
(2)
|
$
|
8,245,382
|
|
|
$
|
8,191,841
|
|
|
$
|
8,223,481
|
|
|
$
|
8,171,438
|
|
Variable annuity
|
13,050,411
|
|
|
12,328,057
|
|
|
12,506,856
|
|
|
12,365,217
|
|
||||
|
$
|
21,295,793
|
|
|
$
|
20,519,898
|
|
|
$
|
20,730,337
|
|
|
$
|
20,536,655
|
|
Interest Spread—Fixed Annuities
(2)
|
|
|
|
|
|
|
|
||||||||
Net investment income yield
|
3.67
|
%
|
|
3.69
|
%
|
|
3.71
|
%
|
|
5.22
|
%
|
||||
Interest credited to policyholders
|
2.54
|
|
|
2.65
|
|
|
2.88
|
|
|
3.17
|
|
||||
Interest spread
(3)
|
1.13
|
%
|
|
1.04
|
%
|
|
0.83
|
%
|
|
2.05
|
%
|
(1)
|
Sales are measured based on the amount of purchase payments received less surrenders occurring within twelve months of the purchase payments.
|
(2)
|
Includes general account balances held within VA products.
|
(3)
|
Interest spread on average general account values.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Derivatives related to VA contracts:
|
|
|
|
|
|
|
|
||||||||
Interest rate futures - VA
|
$
|
26,015
|
|
|
$
|
(3,450
|
)
|
|
$
|
(14,818
|
)
|
|
$
|
1,413
|
|
Equity futures - VA
|
(91,776
|
)
|
|
(106,431
|
)
|
|
(5,033
|
)
|
|
9,221
|
|
||||
Currency futures - VA
|
(23,176
|
)
|
|
33,836
|
|
|
7,169
|
|
|
7,778
|
|
||||
Equity options - VA
|
(94,791
|
)
|
|
(60,962
|
)
|
|
(27,733
|
)
|
|
3,047
|
|
||||
Interest rate swaptions - VA
|
(2,490
|
)
|
|
(1,161
|
)
|
|
(13,354
|
)
|
|
9,268
|
|
||||
Interest rate swaps - VA
|
27,981
|
|
|
20,420
|
|
|
(85,942
|
)
|
|
122,710
|
|
||||
Total return swaps - VA
|
(32,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Embedded derivative - GLWB
(1)
|
(8,526
|
)
|
|
13,306
|
|
|
6,512
|
|
|
(68,503
|
)
|
||||
Funds withheld derivative
|
138,228
|
|
|
115,540
|
|
|
30,117
|
|
|
(9,073
|
)
|
||||
Total derivatives related to VA contracts
|
(60,775
|
)
|
|
11,098
|
|
|
(103,082
|
)
|
|
75,861
|
|
||||
Derivatives related to FIA contracts:
|
|
|
|
|
|
|
|
||||||||
Embedded derivative - FIA
|
(55,878
|
)
|
|
(16,494
|
)
|
|
(738
|
)
|
|
1,769
|
|
||||
Equity futures - FIA
|
642
|
|
|
4,248
|
|
|
(355
|
)
|
|
(184
|
)
|
||||
Volatility futures - FIA
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Equity options - FIA
|
44,585
|
|
|
8,149
|
|
|
1,211
|
|
|
(2,617
|
)
|
||||
Total derivatives related to FIA contracts
|
(10,651
|
)
|
|
(4,097
|
)
|
|
123
|
|
|
(1,032
|
)
|
||||
Economic cost - VA GLWB
(2)
|
40,170
|
|
|
37,256
|
|
|
29,227
|
|
|
2,402
|
|
||||
Realized gains (losses) - derivatives, net of economic cost
|
$
|
(31,256
|
)
|
|
$
|
44,257
|
|
|
$
|
(73,732
|
)
|
|
$
|
77,231
|
|
(1)
|
Includes impact of nonperformance risk of $(15.4) million, $2.1 million, $(2.0) million, and $3.1 million, for the year ended December 31, 2017 (Successor Company), for the year ended December 31, 2016 (Successor Company), the period of February 1, 2015 to December 31, 2015 (Successor Company), and for the period of January 1, 2015 to January 31, 2015 (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 Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
GMDB—Net amount at risk
(1)
|
$
|
68,536
|
|
|
$
|
102,710
|
|
GMDB Reserves
|
23,795
|
|
|
24,734
|
|
||
GLWB and GMAB Reserves
|
15,548
|
|
|
7,018
|
|
||
Account value subject to GLWB rider
|
9,718,263
|
|
|
9,486,773
|
|
||
GLWB Benefit Base
|
10,560,893
|
|
|
10,559,907
|
|
||
GMAB Benefit Base
|
3,298
|
|
|
3,770
|
|
||
S&P 500® Index
|
2,674
|
|
|
2,239
|
|
(1)
|
Guaranteed benefits in excess of contract holder account balance.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Reinsurance ceded
|
$
|
(79,084
|
)
|
|
$
|
(80,244
|
)
|
|
$
|
(75,563
|
)
|
|
$
|
(6,118
|
)
|
Realized gains (losses)- derivatives
|
44,657
|
|
|
45,109
|
|
|
41,332
|
|
|
3,754
|
|
||||
Total operating revenues
|
(34,427
|
)
|
|
(35,135
|
)
|
|
(34,231
|
)
|
|
(2,364
|
)
|
||||
Realized gains (losses)- derivatives, net of economic cost
|
81,431
|
|
|
15,681
|
|
|
(9,114
|
)
|
|
125,688
|
|
||||
Total revenues
|
47,004
|
|
|
(19,454
|
)
|
|
(43,345
|
)
|
|
123,324
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
(305
|
)
|
|
(1,366
|
)
|
|
(1,890
|
)
|
|
(567
|
)
|
||||
Amortization of DAC/VOBA
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
||||
Other operating expenses
|
(1,825
|
)
|
|
(1,936
|
)
|
|
(1,511
|
)
|
|
(523
|
)
|
||||
Operating benefits and expenses
|
(2,130
|
)
|
|
(3,302
|
)
|
|
(3,401
|
)
|
|
(786
|
)
|
||||
Amortization of DAC/VOBA related to realized gain (loss) investments
|
—
|
|
|
—
|
|
|
—
|
|
|
402
|
|
||||
Total benefit and expenses
|
(2,130
|
)
|
|
(3,302
|
)
|
|
(3,401
|
)
|
|
(384
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET IMPACT OF REINSURANCE
|
$
|
49,134
|
|
|
$
|
(16,152
|
)
|
|
$
|
(39,944
|
)
|
|
$
|
123,708
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Net investment income
|
$
|
186,576
|
|
|
$
|
107,010
|
|
|
$
|
78,459
|
|
|
$
|
6,888
|
|
Other income
|
24
|
|
|
229
|
|
|
133
|
|
|
—
|
|
||||
Total operating revenues
|
186,600
|
|
|
107,239
|
|
|
78,592
|
|
|
6,888
|
|
||||
Realized gains (losses)
|
3,406
|
|
|
7,341
|
|
|
1,078
|
|
|
1,293
|
|
||||
Total revenues
|
190,006
|
|
|
114,580
|
|
|
79,670
|
|
|
8,181
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
74,578
|
|
|
41,736
|
|
|
19,348
|
|
|
2,255
|
|
||||
Amortization of DAC
|
2,354
|
|
|
1,176
|
|
|
43
|
|
|
25
|
|
||||
Other operating expenses
|
4,407
|
|
|
3,033
|
|
|
2,620
|
|
|
79
|
|
||||
Total benefits and expenses
|
81,339
|
|
|
45,945
|
|
|
22,011
|
|
|
2,359
|
|
||||
INCOME BEFORE INCOME TAX
|
108,667
|
|
|
68,635
|
|
|
57,659
|
|
|
5,822
|
|
||||
Less: realized gains (losses)
|
3,406
|
|
|
7,341
|
|
|
1,078
|
|
|
1,293
|
|
||||
PRE-TAX ADJUSTED OPERATING INCOME
|
$
|
105,261
|
|
|
$
|
61,294
|
|
|
$
|
56,581
|
|
|
$
|
4,529
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Sales
(1)
|
|
|
|
|
|
|
|
||||||||
GIC
|
$
|
115,500
|
|
|
$
|
189,800
|
|
|
$
|
114,700
|
|
|
$
|
—
|
|
GFA
|
1,650,000
|
|
|
1,667,178
|
|
|
699,648
|
|
|
—
|
|
||||
|
$
|
1,765,500
|
|
|
$
|
1,856,978
|
|
|
$
|
814,348
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Average Account Values
|
$
|
4,143,568
|
|
|
$
|
2,753,636
|
|
|
$
|
1,933,838
|
|
|
$
|
1,932,722
|
|
Ending Account Values
|
$
|
4,698,371
|
|
|
$
|
3,501,636
|
|
|
$
|
2,131,822
|
|
|
$
|
1,911,751
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Spread
|
|
|
|
|
|
|
|
||||||||
Net investment income yield
|
4.50
|
%
|
|
3.96
|
%
|
|
4.36
|
%
|
|
4.28
|
%
|
||||
Other income yield
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
||||
Interest credited
|
1.79
|
|
|
1.53
|
|
|
1.12
|
|
|
1.40
|
|
||||
Operating expenses
|
0.16
|
|
|
0.15
|
|
|
0.15
|
|
|
0.07
|
|
||||
Operating spread
|
2.55
|
%
|
|
2.29
|
%
|
|
3.10
|
%
|
|
2.81
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted operating spread
(2)
|
1.74
|
%
|
|
1.82
|
%
|
|
1.88
|
%
|
|
2.76
|
%
|
(1)
|
Sales are measured at the time the purchase payments are received.
|
(2)
|
Excludes participating mortgage loan income.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Gross premiums and policy fees
|
$
|
322,416
|
|
|
$
|
276,076
|
|
|
$
|
263,709
|
|
|
$
|
21,843
|
|
Reinsurance ceded
|
(116,602
|
)
|
|
(101,664
|
)
|
|
(94,929
|
)
|
|
(7,860
|
)
|
||||
Net premiums and policy fees
|
205,814
|
|
|
174,412
|
|
|
168,780
|
|
|
13,983
|
|
||||
Net investment income
|
22,298
|
|
|
17,591
|
|
|
14,042
|
|
|
1,540
|
|
||||
Other income
|
142,338
|
|
|
114,234
|
|
|
111,835
|
|
|
9,043
|
|
||||
Realized gains (losses)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total operating revenues
|
370,449
|
|
|
306,237
|
|
|
294,657
|
|
|
24,566
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
124,487
|
|
|
104,327
|
|
|
99,216
|
|
|
7,447
|
|
||||
Amortization of DAC and VOBA
|
17,746
|
|
|
21,267
|
|
|
26,219
|
|
|
1,858
|
|
||||
Other operating expenses
|
210,579
|
|
|
169,334
|
|
|
151,590
|
|
|
13,354
|
|
||||
Total benefits and expenses
|
352,812
|
|
|
294,928
|
|
|
277,025
|
|
|
22,659
|
|
||||
INCOME BEFORE INCOME TAX
|
17,637
|
|
|
11,309
|
|
|
17,632
|
|
|
1,907
|
|
||||
Less: realized gains (losses) - investments
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
PRE-TAX ADJUSTED OPERATING INCOME
|
$
|
17,638
|
|
|
$
|
11,309
|
|
|
$
|
17,632
|
|
|
$
|
1,907
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Sales
(1)
|
|
|
|
|
|
|
|
||||||||
Credit insurance
|
$
|
15,292
|
|
|
$
|
21,310
|
|
|
$
|
23,837
|
|
|
$
|
2,087
|
|
Service contracts
|
423,821
|
|
|
341,696
|
|
|
339,845
|
|
|
26,551
|
|
||||
GAP
|
109,532
|
|
|
104,105
|
|
|
87,017
|
|
|
6,318
|
|
||||
|
$
|
548,645
|
|
|
$
|
467,111
|
|
|
$
|
450,699
|
|
|
$
|
34,956
|
|
Loss Ratios
(2)
|
|
|
|
|
|
|
|
||||||||
Credit insurance
|
20.5
|
%
|
|
32.1
|
%
|
|
28.8
|
%
|
|
27.9
|
%
|
||||
Service contracts
|
37.3
|
|
|
44.8
|
|
|
53.3
|
|
|
54.4
|
|
||||
GAP
|
124.9
|
|
|
109.7
|
|
|
86.4
|
|
|
61.5
|
|
(1)
|
Sales are based on the amount of single premiums and fees received
|
(2)
|
Incurred claims as a percentage of earned premiums
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Reinsurance ceded
|
$
|
(116,602
|
)
|
|
$
|
(101,664
|
)
|
|
$
|
(94,929
|
)
|
|
$
|
(7,860
|
)
|
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
(72,559
|
)
|
|
(66,024
|
)
|
|
(61,048
|
)
|
|
(4,249
|
)
|
||||
Amortization of DAC/VOBA
|
(2,170
|
)
|
|
(978
|
)
|
|
(126
|
)
|
|
(481
|
)
|
||||
Other operating expenses
|
(5,475
|
)
|
|
(5,882
|
)
|
|
(7,689
|
)
|
|
(653
|
)
|
||||
Total benefits and expenses
|
(80,204
|
)
|
|
(72,884
|
)
|
|
(68,863
|
)
|
|
(5,383
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET IMPACT OF REINSURANCE
(1)
|
$
|
(36,398
|
)
|
|
$
|
(28,780
|
)
|
|
$
|
(26,066
|
)
|
|
$
|
(2,477
|
)
|
(1)
|
Assumes no investment income on reinsurance. Foregone investment income would substantially change the impact of reinsurance.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Gross premiums and policy fees
|
$
|
12,815
|
|
|
$
|
13,986
|
|
|
$
|
13,896
|
|
|
$
|
1,343
|
|
Reinsurance ceded
|
(79
|
)
|
|
(246
|
)
|
|
(220
|
)
|
|
—
|
|
||||
Net premiums and policy fees
|
12,736
|
|
|
13,740
|
|
|
13,676
|
|
|
1,343
|
|
||||
Net investment income
|
94,366
|
|
|
91,791
|
|
|
57,516
|
|
|
278
|
|
||||
Other income
|
981
|
|
|
1,076
|
|
|
609
|
|
|
1
|
|
||||
Total operating revenues
|
108,083
|
|
|
106,607
|
|
|
71,801
|
|
|
1,622
|
|
||||
Realized gains (losses)—investments
|
(8,833
|
)
|
|
(4,900
|
)
|
|
(2,303
|
)
|
|
4,919
|
|
||||
Realized gains (losses)—derivatives
|
40,825
|
|
|
30,114
|
|
|
(3,696
|
)
|
|
16,318
|
|
||||
Total revenues
|
140,075
|
|
|
131,821
|
|
|
65,802
|
|
|
22,859
|
|
||||
BENEFITS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Benefits and settlement expenses
|
16,394
|
|
|
17,943
|
|
|
14,568
|
|
|
1,721
|
|
||||
Amortization of DAC/VOBA
|
—
|
|
|
—
|
|
|
27
|
|
|
87
|
|
||||
Other operating expenses
|
281,334
|
|
|
250,484
|
|
|
176,038
|
|
|
16,476
|
|
||||
Total benefits and expenses
|
297,728
|
|
|
268,427
|
|
|
190,633
|
|
|
18,284
|
|
||||
INCOME (LOSS) BEFORE INCOME TAX
|
(157,653
|
)
|
|
(136,606
|
)
|
|
(124,831
|
)
|
|
4,575
|
|
||||
Less: realized gains (losses)—investments
|
(8,833
|
)
|
|
(4,900
|
)
|
|
(2,303
|
)
|
|
4,919
|
|
||||
Less: realized gains (losses)—derivatives
|
40,825
|
|
|
30,114
|
|
|
(3,696
|
)
|
|
16,318
|
|
||||
PRE-TAX ADJUSTED OPERATING INCOME (LOSS)
|
$
|
(189,645
|
)
|
|
$
|
(161,820
|
)
|
|
$
|
(118,832
|
)
|
|
$
|
(16,662
|
)
|
|
Successor Company
|
||||||||||||
|
As of December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
(Dollars In Thousands)
|
||||||||||||
Publicly issued bonds (amortized cost: 2017 - $30,735,009; 2016 - $30,387,712)
|
$
|
30,712,511
|
|
|
56.6
|
%
|
|
$
|
29,049,505
|
|
|
57.6
|
%
|
Privately issued bonds (amortized cost: 2017 - $12,838,740; 2016 - $11,929,228)
|
12,883,461
|
|
|
23.7
|
|
|
11,627,422
|
|
|
23.0
|
|
||
Redeemable preferred stock (amortized cost: 2017 - $97,690; 2016 - $98,348)
|
94,418
|
|
|
0.2
|
|
|
89,827
|
|
|
0.3
|
|
||
Fixed maturities
|
43,690,390
|
|
|
80.5
|
|
|
40,766,754
|
|
|
80.9
|
|
||
Equity securities (cost: 2017 - $701,951; 2016 - $729,951)
|
715,498
|
|
|
1.3
|
|
|
716,017
|
|
|
1.4
|
|
||
Mortgage loans
|
6,817,723
|
|
|
12.5
|
|
|
6,132,125
|
|
|
12.2
|
|
||
Investment real estate
|
8,355
|
|
|
—
|
|
|
8,060
|
|
|
—
|
|
||
Policy loans
|
1,615,615
|
|
|
3.0
|
|
|
1,650,240
|
|
|
3.3
|
|
||
Other long-term investments
|
940,047
|
|
|
1.7
|
|
|
856,410
|
|
|
1.7
|
|
||
Short-term investments
|
527,144
|
|
|
1.0
|
|
|
315,834
|
|
|
0.5
|
|
||
Total investments
|
$
|
54,314,772
|
|
|
100.0
|
%
|
|
$
|
50,445,440
|
|
|
100.0
|
%
|
|
|
Successor Company
|
||||||||||||
|
|
As of December 31,
|
||||||||||||
Rating
|
|
2017
|
|
2016
|
||||||||||
|
|
(Dollars in Thousands)
|
||||||||||||
AAA
|
|
$
|
5,729,332
|
|
|
13.1
|
%
|
|
$
|
5,230,763
|
|
|
12.8
|
%
|
AA
|
|
3,553,140
|
|
|
8.1
|
|
|
3,473,989
|
|
|
8.5
|
|
||
A
|
|
13,871,438
|
|
|
31.7
|
|
|
12,663,569
|
|
|
31.1
|
|
||
BBB
|
|
15,688,958
|
|
|
35.9
|
|
|
14,408,537
|
|
|
35.4
|
|
||
Below investment grade
|
|
2,128,618
|
|
|
5.0
|
|
|
2,219,719
|
|
|
5.4
|
|
||
Not rated
(1)
|
|
2,718,904
|
|
|
6.2
|
|
|
2,770,177
|
|
|
6.8
|
|
||
|
|
$
|
43,690,390
|
|
|
100.0
|
%
|
|
$
|
40,766,754
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
(1) Our "not rated" securities are $2.7 billion or 6.2% 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 5,
Investment Operations
, to the consolidated 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.
|
|
|
Successor Company
|
||||||
|
|
As of December 31,
|
||||||
Type
|
|
2017
|
|
2016
|
||||
|
|
(Dollars In Thousands)
|
||||||
Corporate securities
|
|
$
|
31,235,729
|
|
|
$
|
28,849,238
|
|
Residential mortgage-backed securities
|
|
2,578,187
|
|
|
2,144,634
|
|
||
Commercial mortgage-backed securities
|
|
2,007,292
|
|
|
1,932,180
|
|
||
Other asset-backed securities
|
|
1,387,646
|
|
|
1,411,617
|
|
||
U.S. government-related securities
|
|
1,250,486
|
|
|
1,295,120
|
|
||
Other government-related securities
|
|
349,158
|
|
|
300,938
|
|
||
States, municipals, and political subdivisions
|
|
2,068,570
|
|
|
1,973,022
|
|
||
Redeemable preferred stock
|
|
94,418
|
|
|
89,828
|
|
||
Securities issued by affiliates
|
|
2,718,904
|
|
|
2,770,177
|
|
||
Total fixed income portfolio
|
|
$
|
43,690,390
|
|
|
$
|
40,766,754
|
|
|
Successor Company
|
||||||||||||
|
As of
December 31, 2017 |
|
% Fair
Value
|
|
As of
December 31, 2016 |
|
% Fair
Value
|
||||||
|
(Dollars In Thousands)
|
||||||||||||
Banking
|
$
|
4,245,896
|
|
|
9.7
|
%
|
|
$
|
3,811,588
|
|
|
9.3
|
%
|
Other finance
|
60,697
|
|
|
0.1
|
|
|
83,895
|
|
|
0.2
|
|
||
Electric utility
|
3,971,653
|
|
|
9.1
|
|
|
3,925,147
|
|
|
9.6
|
|
||
Energy
|
4,001,011
|
|
|
9.2
|
|
|
3,887,736
|
|
|
9.5
|
|
||
Natural gas
|
736,626
|
|
|
1.7
|
|
|
603,149
|
|
|
1.5
|
|
||
Insurance
|
3,675,251
|
|
|
8.4
|
|
|
3,185,237
|
|
|
7.8
|
|
||
Communications
|
1,688,865
|
|
|
3.9
|
|
|
1,651,600
|
|
|
4.1
|
|
||
Basic industrial
|
1,624,327
|
|
|
3.7
|
|
|
1,533,516
|
|
|
3.8
|
|
||
Consumer noncyclical
|
3,795,507
|
|
|
8.7
|
|
|
3,465,299
|
|
|
8.5
|
|
||
Consumer cyclical
|
1,224,401
|
|
|
2.8
|
|
|
1,041,805
|
|
|
2.6
|
|
||
Finance companies
|
161,683
|
|
|
0.4
|
|
|
139,050
|
|
|
0.3
|
|
||
Capital goods
|
1,904,768
|
|
|
4.4
|
|
|
1,773,467
|
|
|
4.4
|
|
||
Transportation
|
1,202,481
|
|
|
2.8
|
|
|
1,136,666
|
|
|
2.7
|
|
||
Other industrial
|
239,368
|
|
|
0.5
|
|
|
200,605
|
|
|
0.5
|
|
||
Brokerage
|
911,917
|
|
|
2.1
|
|
|
760,585
|
|
|
1.9
|
|
||
Technology
|
1,737,807
|
|
|
4.0
|
|
|
1,534,297
|
|
|
3.8
|
|
||
Real estate
|
82,125
|
|
|
0.2
|
|
|
122,058
|
|
|
0.3
|
|
||
Other utility
|
65,764
|
|
|
—
|
|
|
83,366
|
|
|
0.2
|
|
||
Commercial mortgage-backed securities
|
2,007,292
|
|
|
4.6
|
|
|
1,932,180
|
|
|
4.7
|
|
||
Other asset-backed securities
|
1,387,646
|
|
|
3.2
|
|
|
1,411,617
|
|
|
3.5
|
|
||
Residential mortgage-backed non-agency securities
|
1,853,164
|
|
|
4.2
|
|
|
1,414,859
|
|
|
3.5
|
|
||
Residential mortgage-backed agency securities
|
725,023
|
|
|
1.7
|
|
|
729,775
|
|
|
1.8
|
|
||
U.S. government-related securities
|
1,250,486
|
|
|
2.9
|
|
|
1,295,120
|
|
|
3.2
|
|
||
Other government-related securities
|
349,158
|
|
|
0.8
|
|
|
300,938
|
|
|
0.7
|
|
||
State, municipals, and political divisions
|
2,068,570
|
|
|
4.7
|
|
|
1,973,022
|
|
|
4.8
|
|
||
Securities issued by affiliates
|
2,718,904
|
|
|
6.2
|
|
|
2,770,177
|
|
|
6.8
|
|
||
Total
|
$
|
43,690,390
|
|
|
100.0
|
%
|
|
$
|
40,766,754
|
|
|
100.0
|
%
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
Rating
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
AAA
|
$
|
355,719
|
|
|
$
|
341,364
|
|
AA
|
277,984
|
|
|
301,258
|
|
||
A
|
911,490
|
|
|
849,286
|
|
||
BBB
|
890,101
|
|
|
884,850
|
|
||
Below investment grade
|
228,895
|
|
|
263,102
|
|
||
Total Modco trading fixed maturities
|
$
|
2,664,189
|
|
|
$
|
2,639,860
|
|
|
Fair
Value
|
|
% Fair
Value
|
|
Amortized
Cost
|
|
% Amortized
Cost
|
|
Unrealized
Loss
|
|
% Unrealized
Loss
|
|||||||||
|
(Dollars In Thousands)
|
|||||||||||||||||||
<= 90 days
|
$
|
6,317,623
|
|
|
29.2
|
%
|
|
$
|
6,379,997
|
|
|
28.6
|
%
|
|
$
|
(62,374
|
)
|
|
9.2
|
%
|
>90 days but <= 180 days
|
452,670
|
|
|
2.1
|
|
|
465,506
|
|
|
2.1
|
|
|
(12,836
|
)
|
|
1.9
|
|
|||
>180 days but <= 270 days
|
133,617
|
|
|
0.6
|
|
|
135,660
|
|
|
0.6
|
|
|
(2,043
|
)
|
|
0.3
|
|
|||
>270 days but <= 1 year
|
122,746
|
|
|
0.6
|
|
|
124,767
|
|
|
0.6
|
|
|
(2,021
|
)
|
|
0.3
|
|
|||
>1 year but <= 2 years
|
6,620,286
|
|
|
30.6
|
|
|
6,789,338
|
|
|
30.4
|
|
|
(169,052
|
)
|
|
24.8
|
|
|||
>2 years but <= 3 years
|
7,978,269
|
|
|
36.9
|
|
|
8,410,401
|
|
|
37.7
|
|
|
(432,132
|
)
|
|
63.5
|
|
|||
>3 years but <= 4 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
>4 years but <= 5 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
>5 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
21,625,211
|
|
|
100.0
|
%
|
|
$
|
22,305,669
|
|
|
100.0
|
%
|
|
$
|
(680,458
|
)
|
|
100.0
|
%
|
|
Fair
Value
|
|
% Fair
Value
|
|
Amortized
Cost
|
|
% Amortized
Cost
|
|
Unrealized
Loss
|
|
% Unrealized
Loss
|
|||||||||
|
(Dollars In Thousands)
|
|||||||||||||||||||
Banking
|
$
|
1,719,714
|
|
|
8.0
|
%
|
|
$
|
1,744,888
|
|
|
7.8
|
%
|
|
$
|
(25,174
|
)
|
|
3.7
|
%
|
Other finance
|
54,454
|
|
|
0.3
|
|
|
58,198
|
|
|
0.3
|
|
|
(3,744
|
)
|
|
0.6
|
|
|||
Electric utility
|
3,110,720
|
|
|
14.4
|
|
|
3,241,952
|
|
|
14.5
|
|
|
(131,232
|
)
|
|
19.3
|
|
|||
Energy
|
1,397,312
|
|
|
6.5
|
|
|
1,458,690
|
|
|
6.5
|
|
|
(61,378
|
)
|
|
9.0
|
|
|||
Natural gas
|
604,431
|
|
|
2.8
|
|
|
624,203
|
|
|
2.8
|
|
|
(19,772
|
)
|
|
2.9
|
|
|||
Insurance
|
1,690,250
|
|
|
7.8
|
|
|
1,736,099
|
|
|
7.8
|
|
|
(45,849
|
)
|
|
6.7
|
|
|||
Communications
|
1,236,092
|
|
|
5.7
|
|
|
1,301,272
|
|
|
5.8
|
|
|
(65,180
|
)
|
|
9.6
|
|
|||
Basic industrial
|
581,249
|
|
|
2.7
|
|
|
603,248
|
|
|
2.7
|
|
|
(21,999
|
)
|
|
3.2
|
|
|||
Consumer noncyclical
|
2,009,655
|
|
|
9.3
|
|
|
2,070,956
|
|
|
9.3
|
|
|
(61,301
|
)
|
|
9.0
|
|
|||
Consumer cyclical
|
625,082
|
|
|
2.9
|
|
|
645,122
|
|
|
2.9
|
|
|
(20,040
|
)
|
|
2.9
|
|
|||
Finance companies
|
38,721
|
|
|
0.2
|
|
|
39,585
|
|
|
0.2
|
|
|
(864
|
)
|
|
0.1
|
|
|||
Capital goods
|
1,120,906
|
|
|
5.2
|
|
|
1,145,532
|
|
|
5.1
|
|
|
(24,626
|
)
|
|
3.6
|
|
|||
Transportation
|
786,922
|
|
|
3.6
|
|
|
807,468
|
|
|
3.6
|
|
|
(20,546
|
)
|
|
3.0
|
|
|||
Other industrial
|
174,797
|
|
|
0.8
|
|
|
185,701
|
|
|
0.8
|
|
|
(10,904
|
)
|
|
1.6
|
|
|||
Brokerage
|
380,331
|
|
|
1.8
|
|
|
384,860
|
|
|
1.7
|
|
|
(4,529
|
)
|
|
0.7
|
|
|||
Technology
|
575,617
|
|
|
2.7
|
|
|
596,855
|
|
|
2.7
|
|
|
(21,238
|
)
|
|
3.1
|
|
|||
Real estate
|
43,096
|
|
|
0.2
|
|
|
43,610
|
|
|
0.2
|
|
|
(514
|
)
|
|
0.1
|
|
|||
Other utility
|
46,729
|
|
|
—
|
|
|
47,514
|
|
|
0.3
|
|
|
(785
|
)
|
|
0.4
|
|
|||
Commercial mortgage-backed securities
|
1,529,729
|
|
|
7.1
|
|
|
1,559,281
|
|
|
7.0
|
|
|
(29,552
|
)
|
|
4.3
|
|
|||
Other asset-backed securities
|
220,822
|
|
|
1.0
|
|
|
226,586
|
|
|
1.0
|
|
|
(5,764
|
)
|
|
0.8
|
|
|||
Residential mortgage-backed non-agency securities
|
814,076
|
|
|
3.8
|
|
|
829,825
|
|
|
3.7
|
|
|
(15,749
|
)
|
|
2.3
|
|
|||
Residential mortgage-backed agency securities
|
360,025
|
|
|
1.7
|
|
|
367,006
|
|
|
1.6
|
|
|
(6,981
|
)
|
|
1.0
|
|
|||
U.S. government-related securities
|
1,166,342
|
|
|
5.4
|
|
|
1,198,519
|
|
|
5.4
|
|
|
(32,177
|
)
|
|
4.7
|
|
|||
Other government-related securities
|
140,124
|
|
|
0.6
|
|
|
145,071
|
|
|
0.7
|
|
|
(4,947
|
)
|
|
0.7
|
|
|||
States, municipals, and political divisions
|
1,198,015
|
|
|
5.5
|
|
|
1,243,628
|
|
|
5.6
|
|
|
(45,613
|
)
|
|
6.7
|
|
|||
Total
|
$
|
21,625,211
|
|
|
100.0
|
%
|
|
$
|
22,305,669
|
|
|
100.0
|
%
|
|
$
|
(680,458
|
)
|
|
100.0
|
%
|
|
Fair
Value
|
|
% Fair
Value
|
|
Amortized
Cost
|
|
% Amortized
Cost
|
|
Unrealized
Loss
|
|
% Unrealized
Loss
|
|||||||||
|
(Dollars In Thousands)
|
|||||||||||||||||||
Banking
|
$
|
3,085,937
|
|
|
10.6
|
%
|
|
$
|
3,193,541
|
|
|
10.3
|
%
|
|
$
|
(107,604
|
)
|
|
5.8
|
%
|
Other finance
|
65,883
|
|
|
0.2
|
|
|
69,729
|
|
|
0.2
|
|
|
(3,846
|
)
|
|
0.2
|
|
|||
Electric utility
|
3,412,425
|
|
|
11.7
|
|
|
3,727,811
|
|
|
12.0
|
|
|
(315,386
|
)
|
|
16.9
|
|
|||
Energy
|
2,710,110
|
|
|
9.3
|
|
|
2,888,563
|
|
|
9.3
|
|
|
(178,453
|
)
|
|
9.6
|
|
|||
Natural gas
|
542,654
|
|
|
1.9
|
|
|
593,355
|
|
|
1.9
|
|
|
(50,701
|
)
|
|
2.7
|
|
|||
Insurance
|
2,857,406
|
|
|
9.8
|
|
|
3,094,076
|
|
|
10.0
|
|
|
(236,670
|
)
|
|
12.7
|
|
|||
Communications
|
1,463,373
|
|
|
5.0
|
|
|
1,604,670
|
|
|
5.2
|
|
|
(141,297
|
)
|
|
7.6
|
|
|||
Basic industrial
|
1,149,208
|
|
|
3.9
|
|
|
1,236,848
|
|
|
4.0
|
|
|
(87,640
|
)
|
|
4.7
|
|
|||
Consumer noncyclical
|
2,626,590
|
|
|
9.0
|
|
|
2,811,825
|
|
|
9.1
|
|
|
(185,235
|
)
|
|
10.0
|
|
|||
Consumer cyclical
|
764,236
|
|
|
2.6
|
|
|
808,112
|
|
|
2.6
|
|
|
(43,876
|
)
|
|
2.4
|
|
|||
Finance companies
|
64,490
|
|
|
0.2
|
|
|
69,077
|
|
|
0.2
|
|
|
(4,587
|
)
|
|
0.2
|
|
|||
Capital goods
|
1,392,879
|
|
|
4.8
|
|
|
1,479,146
|
|
|
4.8
|
|
|
(86,267
|
)
|
|
4.6
|
|
|||
Transportation
|
948,991
|
|
|
3.3
|
|
|
1,012,504
|
|
|
3.3
|
|
|
(63,513
|
)
|
|
3.4
|
|
|||
Other industrial
|
163,993
|
|
|
0.6
|
|
|
176,558
|
|
|
0.6
|
|
|
(12,565
|
)
|
|
0.7
|
|
|||
Brokerage
|
512,377
|
|
|
1.8
|
|
|
546,116
|
|
|
1.8
|
|
|
(33,739
|
)
|
|
1.8
|
|
|||
Technology
|
946,890
|
|
|
3.2
|
|
|
1,001,064
|
|
|
3.2
|
|
|
(54,174
|
)
|
|
2.9
|
|
|||
Real estate
|
126,156
|
|
|
0.5
|
|
|
131,715
|
|
|
0.4
|
|
|
(5,559
|
)
|
|
0.3
|
|
|||
Other utility
|
17,326
|
|
|
0.1
|
|
|
18,516
|
|
|
0.1
|
|
|
(1,190
|
)
|
|
0.1
|
|
|||
Commercial mortgage-backed securities
|
1,526,727
|
|
|
5.3
|
|
|
1,567,329
|
|
|
5.1
|
|
|
(40,602
|
)
|
|
2.2
|
|
|||
Other asset-backed securities
|
500,497
|
|
|
1.7
|
|
|
521,195
|
|
|
1.7
|
|
|
(20,698
|
)
|
|
1.1
|
|
|||
Residential mortgage-backed non-agency securities
|
956,524
|
|
|
3.3
|
|
|
975,895
|
|
|
3.2
|
|
|
(19,371
|
)
|
|
1.1
|
|
|||
Residential mortgage-backed agency securities
|
265,996
|
|
|
0.9
|
|
|
271,920
|
|
|
0.9
|
|
|
(5,924
|
)
|
|
0.3
|
|
|||
U.S. government-related securities
|
1,237,945
|
|
|
4.2
|
|
|
1,278,400
|
|
|
4.1
|
|
|
(40,455
|
)
|
|
2.2
|
|
|||
Other government-related securities
|
177,805
|
|
|
0.6
|
|
|
192,602
|
|
|
0.6
|
|
|
(14,797
|
)
|
|
0.8
|
|
|||
States, municipals, and political divisions
|
1,610,621
|
|
|
5.5
|
|
|
1,716,179
|
|
|
5.4
|
|
|
(105,558
|
)
|
|
5.7
|
|
|||
Total
|
$
|
29,127,039
|
|
|
100.0
|
%
|
|
$
|
30,986,746
|
|
|
100.0
|
%
|
|
$
|
(1,859,707
|
)
|
|
100.0
|
%
|
S&P or Equivalent
Designation
|
|
Fair
Value
|
|
% Fair
Value
|
|
Amortized
Cost
|
|
% Amortized Cost
|
|
Unrealized
Loss
|
|
% Unrealized Loss
|
|||||||||
|
|
(Dollars In Thousands)
|
|||||||||||||||||||
AAA/AA/A
|
|
$
|
13,181,002
|
|
|
61.0
|
%
|
|
$
|
13,521,581
|
|
|
60.6
|
%
|
|
$
|
(340,579
|
)
|
|
50.0
|
%
|
BBB
|
|
7,711,504
|
|
|
35.6
|
|
|
7,975,226
|
|
|
35.8
|
|
|
(263,722
|
)
|
|
38.8
|
|
|||
Investment grade
|
|
20,892,506
|
|
|
96.6
|
|
|
21,496,807
|
|
|
96.4
|
|
|
(604,301
|
)
|
|
88.8
|
|
|||
BB
|
|
379,341
|
|
|
1.8
|
|
|
412,615
|
|
|
1.8
|
|
|
(33,274
|
)
|
|
4.9
|
|
|||
B
|
|
221,947
|
|
|
1.0
|
|
|
250,466
|
|
|
1.1
|
|
|
(28,519
|
)
|
|
4.2
|
|
|||
CCC or lower
|
|
131,417
|
|
|
0.6
|
|
|
145,781
|
|
|
0.7
|
|
|
(14,364
|
)
|
|
2.1
|
|
|||
Below investment grade
|
|
732,705
|
|
|
3.4
|
|
|
808,862
|
|
|
3.6
|
|
|
(76,157
|
)
|
|
11.2
|
|
|||
Total
|
|
$
|
21,625,211
|
|
|
100.0
|
%
|
|
$
|
22,305,669
|
|
|
100.0
|
%
|
|
$
|
(680,458
|
)
|
|
100.0
|
%
|
|
Fair
Value
|
|
% Fair
Value
|
|
Amortized
Cost
|
|
% Amortized
Cost
|
|
Unrealized
Loss
|
|
% Unrealized
Loss
|
|||||||||
|
(Dollars In Thousands)
|
|||||||||||||||||||
<= 90 days
|
$
|
189,005
|
|
|
25.8
|
%
|
|
$
|
196,046
|
|
|
24.3
|
%
|
|
$
|
(7,041
|
)
|
|
9.2
|
%
|
>90 days but <= 180 days
|
40,100
|
|
|
5.5
|
|
|
42,333
|
|
|
5.2
|
|
|
(2,233
|
)
|
|
2.9
|
|
|||
>180 days but <= 270 days
|
11,019
|
|
|
1.5
|
|
|
11,709
|
|
|
1.4
|
|
|
(690
|
)
|
|
0.9
|
|
|||
>270 days but <= 1 year
|
1,360
|
|
|
0.2
|
|
|
1,631
|
|
|
0.2
|
|
|
(271
|
)
|
|
0.4
|
|
|||
>1 year but <= 2 years
|
54,282
|
|
|
7.4
|
|
|
58,851
|
|
|
7.3
|
|
|
(4,569
|
)
|
|
6.0
|
|
|||
>2 years but <= 3 years
|
436,939
|
|
|
59.6
|
|
|
498,292
|
|
|
61.6
|
|
|
(61,353
|
)
|
|
80.6
|
|
|||
>3 years but <= 4 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
>4 years but <= 5 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
>5 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
732,705
|
|
|
100.0
|
%
|
|
$
|
808,862
|
|
|
100.0
|
%
|
|
$
|
(76,157
|
)
|
|
100.0
|
%
|
Rating
|
Fair Value
|
|
Percent of
Fair Value
|
|||
|
(Dollars In Thousands)
|
|
|
|||
AAA
|
$
|
5,373,612
|
|
|
14.0
|
%
|
AA
|
3,275,156
|
|
|
8.5
|
|
|
A
|
12,959,948
|
|
|
33.8
|
|
|
BBB
|
14,798,857
|
|
|
38.6
|
|
|
Investment grade
|
36,407,573
|
|
|
94.9
|
|
|
BB
|
1,321,157
|
|
|
3.4
|
|
|
B
|
295,990
|
|
|
0.8
|
|
|
CCC or lower
|
282,577
|
|
|
0.9
|
|
|
Below investment grade
|
1,899,724
|
|
|
5.1
|
|
|
Total
|
$
|
38,307,297
|
|
|
100.0
|
%
|
|
Fair Value of
|
|
|
||||||||
Creditor
|
Funded
Securities
|
|
Unfunded
Exposures
|
|
Total
Fair Value
|
||||||
|
(Dollars In Millions)
|
||||||||||
Federal Home Loan Bank
|
$
|
231.8
|
|
|
$
|
—
|
|
|
$
|
231.8
|
|
Southern Co.
|
212.1
|
|
|
—
|
|
|
212.1
|
|
|||
Duke Energy Corp.
|
209.9
|
|
|
—
|
|
|
209.9
|
|
|||
AT&T, Inc.
|
207.1
|
|
|
—
|
|
|
207.1
|
|
|||
Morgan Stanley
|
200.5
|
|
|
—
|
|
|
200.5
|
|
|||
Exelon Corp.
|
200.2
|
|
|
—
|
|
|
200.2
|
|
|||
Wells Fargo & Co.
|
194.5
|
|
|
0.8
|
|
|
195.3
|
|
|||
Goldman Sachs Group Inc.
|
194.6
|
|
|
—
|
|
|
194.6
|
|
|||
Anheuser-Busch Inbev.
|
192.8
|
|
|
—
|
|
|
192.8
|
|
|||
Bank of America Corp.
|
185.4
|
|
|
0.2
|
|
|
185.6
|
|
|||
Total
|
$
|
2,028.9
|
|
|
$
|
1.0
|
|
|
$
|
2,029.9
|
|
|
|
|
Total Gross
|
||||||||
|
Non-sovereign Debt
|
|
Funded
|
||||||||
Financial Instrument and Country
|
Financial
|
|
Non-financial
|
|
Exposure
|
||||||
|
(Dollars In Millions)
|
||||||||||
Securities:
|
|
|
|
|
|
|
|
|
|||
United Kingdom
|
$
|
615.3
|
|
|
$
|
865.8
|
|
|
$
|
1,481.1
|
|
Netherlands
|
221.5
|
|
|
256.6
|
|
|
478.1
|
|
|||
France
|
142.1
|
|
|
229.7
|
|
|
371.8
|
|
|||
Switzerland
|
227.7
|
|
|
112.4
|
|
|
340.1
|
|
|||
Germany
|
145.8
|
|
|
164.2
|
|
|
310.0
|
|
|||
Spain
|
7.6
|
|
|
221.2
|
|
|
228.8
|
|
|||
Belgium
|
—
|
|
|
190.8
|
|
|
190.8
|
|
|||
Sweden
|
127.7
|
|
|
20.6
|
|
|
148.3
|
|
|||
Norway
|
—
|
|
|
100.0
|
|
|
100.0
|
|
|||
Ireland
|
15.0
|
|
|
45.1
|
|
|
60.1
|
|
|||
Luxembourg
|
—
|
|
|
57.6
|
|
|
57.6
|
|
|||
Italy
|
—
|
|
|
45.9
|
|
|
45.9
|
|
|||
Portugal
|
—
|
|
|
15.6
|
|
|
15.6
|
|
|||
Total securities
|
1,502.7
|
|
|
2,325.5
|
|
|
3,828.2
|
|
|||
Derivatives:
|
|
|
|
|
|
|
|
|
|||
Germany
|
28.8
|
|
|
—
|
|
|
28.8
|
|
|||
United Kingdom
|
8.6
|
|
|
—
|
|
|
8.6
|
|
|||
Switzerland
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|||
France
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
Total derivatives
|
41.5
|
|
|
—
|
|
|
41.5
|
|
|||
Total
|
$
|
1,544.2
|
|
|
$
|
2,325.5
|
|
|
$
|
3,869.7
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Fixed maturity gains - sales
|
$
|
18,790
|
|
|
$
|
41,671
|
|
|
$
|
8,640
|
|
|
$
|
6,920
|
|
Fixed maturity losses - sales
|
(6,007
|
)
|
|
(9,488
|
)
|
|
(7,368
|
)
|
|
(29
|
)
|
||||
Equity gains - sales
|
78
|
|
|
387
|
|
|
95
|
|
|
—
|
|
||||
Equity losses - sales
|
(2,408
|
)
|
|
(295
|
)
|
|
(1,096
|
)
|
|
—
|
|
||||
Impairments on securities
|
(9,112
|
)
|
|
(17,748
|
)
|
|
(26,993
|
)
|
|
(481
|
)
|
||||
Modco trading portfolio
|
119,206
|
|
|
67,583
|
|
|
(167,359
|
)
|
|
73,062
|
|
||||
Other
|
(8,572
|
)
|
|
(9,228
|
)
|
|
153
|
|
|
1,200
|
|
||||
Total realized gains (losses) - investments
|
$
|
111,975
|
|
|
$
|
72,882
|
|
|
$
|
(193,928
|
)
|
|
$
|
80,672
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives related to VA contracts:
|
|
|
|
|
|
|
|
||||||||
Interest rate futures - VA
|
$
|
26,015
|
|
|
$
|
(3,450
|
)
|
|
$
|
(14,818
|
)
|
|
$
|
1,413
|
|
Equity futures - VA
|
(91,776
|
)
|
|
(106,431
|
)
|
|
(5,033
|
)
|
|
9,221
|
|
||||
Currency futures - VA
|
(23,176
|
)
|
|
33,836
|
|
|
7,169
|
|
|
7,778
|
|
||||
Equity options - VA
|
(94,791
|
)
|
|
(60,962
|
)
|
|
(27,733
|
)
|
|
3,047
|
|
||||
Interest rate swaptions - VA
|
(2,490
|
)
|
|
(1,161
|
)
|
|
(13,354
|
)
|
|
9,268
|
|
||||
Interest rate swaps - VA
|
27,981
|
|
|
20,420
|
|
|
(85,942
|
)
|
|
122,710
|
|
||||
Total return swaps - VA
|
(32,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Embedded derivative - GLWB
|
(8,526
|
)
|
|
13,306
|
|
|
6,512
|
|
|
(68,503
|
)
|
||||
Funds withheld derivative
|
138,228
|
|
|
115,540
|
|
|
30,117
|
|
|
(9,073
|
)
|
||||
Total derivatives related to VA contracts
|
(60,775
|
)
|
|
11,098
|
|
|
(103,082
|
)
|
|
75,861
|
|
||||
Derivatives related to FIA contracts:
|
|
|
|
|
|
|
|
||||||||
Embedded derivative - FIA
|
(55,878
|
)
|
|
(16,494
|
)
|
|
(738
|
)
|
|
1,769
|
|
||||
Equity futures - FIA
|
642
|
|
|
4,248
|
|
|
(355
|
)
|
|
(184
|
)
|
||||
Volatility futures - FIA
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Equity options - FIA
|
44,585
|
|
|
8,149
|
|
|
1,211
|
|
|
(2,617
|
)
|
||||
Total derivatives related to FIA contracts
|
(10,651
|
)
|
|
(4,097
|
)
|
|
123
|
|
|
(1,032
|
)
|
||||
Derivatives related to IUL contracts:
|
|
|
|
|
|
|
|
||||||||
Embedded derivative - IUL
|
(14,117
|
)
|
|
9,529
|
|
|
(614
|
)
|
|
(486
|
)
|
||||
Equity futures - IUL
|
(818
|
)
|
|
129
|
|
|
144
|
|
|
3
|
|
||||
Equity options - IUL
|
9,580
|
|
|
3,477
|
|
|
(540
|
)
|
|
(115
|
)
|
||||
Total derivatives related to IUL contracts
|
(5,355
|
)
|
|
13,135
|
|
|
(1,010
|
)
|
|
(598
|
)
|
||||
Embedded derivative - Modco reinsurance treaties
|
(103,009
|
)
|
|
390
|
|
|
166,092
|
|
|
(68,026
|
)
|
||||
Derivatives with PLC
(1)
|
42,699
|
|
|
29,289
|
|
|
(3,778
|
)
|
|
15,863
|
|
||||
Other derivatives
|
50
|
|
|
(25
|
)
|
|
91
|
|
|
(37
|
)
|
||||
Total realized gains (losses) - derivatives
|
$
|
(137,041
|
)
|
|
$
|
49,790
|
|
|
$
|
58,436
|
|
|
$
|
22,031
|
|
(1)
|
These derivatives include an interest support, a yearly renewable term (“YRT”) premium support, and portfolio maintenance agreements between certain of our subsidiaries and PLC.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Alt-A MBS
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other MBS
|
81
|
|
|
178
|
|
|
203
|
|
|
—
|
|
||||
Corporate securities
|
8,031
|
|
|
16,830
|
|
|
26,580
|
|
|
481
|
|
||||
Other
|
1,000
|
|
|
740
|
|
|
210
|
|
|
—
|
|
||||
Total
|
$
|
9,112
|
|
|
$
|
17,748
|
|
|
$
|
26,993
|
|
|
$
|
481
|
|
|
Successor Company
|
||||||||||||
|
Proceeds
|
|
% Proceeds
|
|
Realized Loss
|
|
% Realized Loss
|
||||||
|
(Dollars In Thousands)
|
||||||||||||
<= 90 days
|
$
|
35,086
|
|
|
18.9
|
%
|
|
$
|
(3,182
|
)
|
|
38.5
|
%
|
>90 days but <= 180 days
|
26,592
|
|
|
14.4
|
|
|
(520
|
)
|
|
6.3
|
|
||
>180 days but <= 270 days
|
5,888
|
|
|
3.2
|
|
|
(179
|
)
|
|
2.2
|
|
||
>270 days but <= 1 year
|
14,561
|
|
|
7.9
|
|
|
(524
|
)
|
|
6.3
|
|
||
>1 year
|
103,030
|
|
|
55.6
|
|
|
(3,852
|
)
|
|
46.7
|
|
||
Total
|
$
|
185,157
|
|
|
100.0
|
%
|
|
$
|
(8,257
|
)
|
|
100.0
|
%
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Net cash provided by operating activities
|
$
|
173,695
|
|
|
$
|
173,761
|
|
|
$
|
453,344
|
|
|
$
|
148,060
|
|
Net cash (used in) provided by investing activities
|
(2,536,181
|
)
|
|
(4,233,554
|
)
|
|
(1,443,489
|
)
|
|
33,475
|
|
||||
Net cash provided by (used in) financing activities
|
2,326,902
|
|
|
4,061,874
|
|
|
823,600
|
|
|
(70,918
|
)
|
||||
Total
|
$
|
(35,584
|
)
|
|
$
|
2,081
|
|
|
$
|
(166,545
|
)
|
|
$
|
110,617
|
|
Ratings
|
|
A.M. Best
|
|
Fitch
|
|
Standard &
Poor’s
|
|
Moody’s
|
|
|
|
|
|
|
|
|
|
Insurance company financial strength rating:
|
|
|
|
|
|
|
|
|
Protective Life Insurance Company
|
|
A+
|
|
A+
|
|
AA-
|
|
A1
|
West Coast Life Insurance Company
|
|
A+
|
|
A+
|
|
AA-
|
|
A1
|
Protective Life and Annuity Insurance Company
|
|
A+
|
|
A+
|
|
AA-
|
|
—
|
Protective Property & Casualty Insurance Company
|
|
A-
|
|
—
|
|
—
|
|
—
|
MONY Life Insurance Company
|
|
A+
|
|
A+
|
|
A+
|
|
A1
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||
Non-recourse funding obligations
(1)
|
$
|
5,038,765
|
|
|
$
|
273,760
|
|
|
$
|
637,812
|
|
|
$
|
671,951
|
|
|
$
|
3,455,242
|
|
Stable value products
(2)
|
4,955,737
|
|
|
966,975
|
|
|
2,612,675
|
|
|
1,236,295
|
|
|
139,792
|
|
|||||
Operating leases
(3)
|
29,169
|
|
|
4,562
|
|
|
8,364
|
|
|
7,298
|
|
|
8,945
|
|
|||||
Home office lease
(4)
|
77,219
|
|
|
77,219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage loan and investment commitments
|
703,313
|
|
|
624,628
|
|
|
78,685
|
|
|
—
|
|
|
—
|
|
|||||
Secured financing liabilities
(5)
|
1,017,854
|
|
|
1,017,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Policyholder obligations
(6)
|
42,629,112
|
|
|
10,705,183
|
|
|
3,803,565
|
|
|
3,701,975
|
|
|
24,418,389
|
|
|||||
Total
|
$
|
54,451,169
|
|
|
$
|
13,670,181
|
|
|
$
|
7,141,101
|
|
|
$
|
5,617,519
|
|
|
$
|
28,022,368
|
|
(1)
|
Non-recourse funding obligations include all undiscounted principal amounts owed and expected future interest payments due over the term of the notes. Of the total undiscounted cash flows, $1.7 billion relates to the Golden Gate V transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate V receives from notes issued by a nonconsolidated variable interest entity. Additionally, $2.7 billion relates to the Golden Gate transaction. These cash outflows are matched and predominantly offset by the cash inflows Golden Gate receives from notes issued by 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.
|
(2)
|
Anticipated stable value products cash flows including interest.
|
(3)
|
Includes all lease payments required under operating lease agreements.
|
(4)
|
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.
|
(5)
|
Represents secured borrowings and accrued interest as part of our repurchase program as well as liabilities associated with securities lending transactions.
|
(6)
|
Estimated contractual policyholder obligations are based on mortality, morbidity, and lapse assumptions comparable to our historical experience, modified for recent observed trends. These obligations are based on current balance sheet values and include expected interest crediting, but do not incorporate an expectation of future market growth, or future deposits. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. As variable separate account obligations are legally insulated from general account obligations, the variable separate account obligations will be fully funded by cash flows from variable separate account assets. We expect to fully fund the general account obligations from cash flows from general account investments.
|
•
|
Foreign Currency Futures
|
•
|
Variance Swaps
|
•
|
Interest Rate Futures
|
•
|
Equity Options
|
•
|
Equity Futures
|
•
|
Credit Derivatives
|
•
|
Interest Rate Swaps
|
•
|
Interest Rate Swaptions
|
•
|
Volatility Futures
|
•
|
Volatility Options
|
•
|
Funds Withheld Agreement
|
•
|
Total Return Swaps
|
Successor Company
|
|||||||
As of December 31,
|
|
Amount
|
|
Percent Change
|
|||
|
|
(Dollars In Millions)
|
|
|
|||
2017
|
|
|
|
|
|
||
Fixed maturities
|
|
$
|
40,099.0
|
|
|
(8.2
|
)%
|
Mortgage loans
|
|
6,369.5
|
|
|
(5.5
|
)
|
|
2016
|
|
|
|
|
|
|
|
Fixed maturities
|
|
$
|
37,517.6
|
|
|
(8.0
|
)%
|
Mortgage loans
|
|
5,621.4
|
|
|
(5.2
|
)
|
Successor Company
|
|||||||
As of December 31,
|
|
Amount
|
|
Percent Change
|
|||
|
|
(Dollars In Millions)
|
|
|
|||
2017
|
|
$
|
557.0
|
|
|
(4.5
|
)%
|
2016
|
|
$
|
817.8
|
|
|
(5.3
|
)%
|
Successor Company
|
|||||||||||||||
|
|
|
|
|
Fair Value Resulting
From an Immediate
+/– 100 bps Change
in the Underlying
Reference Interest
Rates
(1)(2)
|
||||||||||
|
Notional
Amount
|
|
Fair Value
as of
December 31,
|
|
|||||||||||
|
|
|
+100 bps
|
|
–100 bps
|
||||||||||
|
(Dollars In Millions)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Futures
|
$
|
1,302.3
|
|
|
$
|
2.3
|
|
|
$
|
(41.2
|
)
|
|
$
|
57.8
|
|
Interest Rate Swaptions
|
225.0
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Floating to fixed Swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed to floating Swaps
|
1,862.5
|
|
|
52.5
|
|
|
(145.9
|
)
|
|
290.8
|
|
||||
GLWB embedded derivative
|
4,056.3
|
|
|
(15.5
|
)
|
|
24.4
|
|
|
(68.4
|
)
|
||||
Total
|
$
|
7,446.1
|
|
|
$
|
39.3
|
|
|
$
|
(160.4
|
)
|
|
$
|
280.2
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Futures
|
$
|
1,096.4
|
|
|
$
|
(5.7
|
)
|
|
$
|
(80.0
|
)
|
|
$
|
84.3
|
|
Interest Rate Swaptions
|
225.0
|
|
|
2.5
|
|
|
12.3
|
|
|
—
|
|
||||
Floating to fixed Swaps
|
70.0
|
|
|
0.5
|
|
|
3.2
|
|
|
(2.2
|
)
|
||||
Fixed to floating Swaps
|
1,640.0
|
|
|
60.9
|
|
|
(136.6
|
)
|
|
301.8
|
|
||||
GLWB embedded derivative
|
3,894.9
|
|
|
(7.0
|
)
|
|
10.4
|
|
|
(30.3
|
)
|
||||
Total
|
$
|
6,926.3
|
|
|
$
|
51.2
|
|
|
$
|
(190.7
|
)
|
|
$
|
353.6
|
|
(1)
|
Interest rate change scenario subject to floor, based on treasury rates as of December 31,
2017
and
2016
.
|
(2)
|
Includes an effect for inflation.
|
Successor Company
|
|||||||||||||||
|
Notional
Amount
|
|
Fair Value
as of
December 31,
|
|
Fair Value
Resulting From an
Immediate
+/– 10% Change
in the Underlying
Reference Index
Equity Level
|
||||||||||
|
|
|
+10%
|
|
–10%
|
||||||||||
|
(Dollars In Millions)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Futures
|
$
|
381.1
|
|
|
$
|
(2.4
|
)
|
|
$
|
(32.2
|
)
|
|
$
|
27.3
|
|
Options
|
7,549.4
|
|
|
166.4
|
|
|
157.7
|
|
|
177.0
|
|
||||
Total return swaps
|
434.3
|
|
|
(0.2
|
)
|
|
(43.6
|
)
|
|
43.2
|
|
||||
GLWB embedded derivative
|
4,056.3
|
|
|
(15.5
|
)
|
|
(1.7
|
)
|
|
(33.9
|
)
|
||||
FIA embedded derivative
|
1,951.7
|
|
|
(218.7
|
)
|
|
(232.9
|
)
|
|
(186.7
|
)
|
||||
IUL embedded derivative
|
168.3
|
|
|
(80.2
|
)
|
|
82.7
|
|
|
70.4
|
|
||||
Total
|
$
|
14,541.1
|
|
|
$
|
(150.6
|
)
|
|
$
|
(70.0
|
)
|
|
$
|
97.3
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Futures
|
$
|
756.8
|
|
|
$
|
2.9
|
|
|
$
|
(70.2
|
)
|
|
$
|
75.9
|
|
Options
|
6,534.8
|
|
|
171.8
|
|
|
155.0
|
|
|
196.4
|
|
||||
GLWB embedded derivative
|
3,894.9
|
|
|
(7.0
|
)
|
|
(0.7
|
)
|
|
(14.5
|
)
|
||||
FIA embedded derivative
|
1,496.3
|
|
|
(147.4
|
)
|
|
(159.0
|
)
|
|
(124.6
|
)
|
||||
IUL embedded derivative
|
103.8
|
|
|
(46.1
|
)
|
|
(48.2
|
)
|
|
(41.2
|
)
|
||||
Total
|
$
|
12,786.6
|
|
|
$
|
(25.8
|
)
|
|
$
|
(123.1
|
)
|
|
$
|
92.0
|
|
Successor Company
|
|||||||||||||||
|
|
|
|
|
Fair Value
Resulting From an
Immediate
+/– 10% Change
in the Underlying
Reference in
Currency Level
|
||||||||||
|
Notional
Amount
|
|
Fair Value
as of
December 31,
|
|
|||||||||||
|
|
|
+10%
|
|
–10%
|
||||||||||
|
(Dollars In Millions)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Currency futures
|
$
|
256.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(27.9
|
)
|
|
$
|
23.7
|
|
Swaps Fixed to Fixed
|
117.2
|
|
|
6.0
|
|
|
19.7
|
|
|
(7.7
|
)
|
||||
|
$
|
373.6
|
|
|
$
|
3.9
|
|
|
$
|
(8.2
|
)
|
|
$
|
16.0
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency futures
|
$
|
340.1
|
|
|
$
|
7.9
|
|
|
$
|
(25.3
|
)
|
|
$
|
41.1
|
|
Swaps Fixed to Fixed
|
117.2
|
|
|
0.1
|
|
|
13.3
|
|
|
(13.0
|
)
|
||||
|
$
|
457.3
|
|
|
$
|
8.0
|
|
|
$
|
(12.0
|
)
|
|
$
|
28.1
|
|
Successor Company
|
|||||||||||
|
Fair Value
as of
December 31,
|
|
Fair Value
Resulting From an Immediate +/– 100 bps Change in the Underlying Reference Interest Rates |
||||||||
|
+100 bps
|
|
–100 bps
|
||||||||
|
(Dollars In Millions)
|
||||||||||
2017
|
|
|
|
|
|
||||||
Stable value product account balances
|
$
|
4,698.9
|
|
|
$
|
4,592.7
|
|
|
$
|
4,805.1
|
|
Annuity account balances
|
10,497.1
|
|
|
10,341.3
|
|
|
10,612.7
|
|
|||
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|||
Stable value product account balances
|
$
|
3,488.9
|
|
|
$
|
3,403.7
|
|
|
$
|
3,574.0
|
|
Annuity account balances
|
10,314.8
|
|
|
10,164.0
|
|
|
10,424.5
|
|
Credited Rate Summary
As of December 31, 2016 (Successor Company) |
||||||||||||||||
Minimum Guaranteed Interest Rate
Account Value
|
|
At
MGIR
|
|
1 - 50 bps
above
MGIR
|
|
More than
50 bps
above MGIR
|
|
Total
|
||||||||
|
|
(Dollars In Millions)
|
||||||||||||||
Universal Life Insurance
|
|
|
|
|
|
|
|
|
||||||||
>2% - 3%
|
|
$
|
202
|
|
|
$
|
1,133
|
|
|
$
|
2,023
|
|
|
$
|
3,358
|
|
>3% - 4%
|
|
4,001
|
|
|
1,191
|
|
|
11
|
|
|
5,203
|
|
||||
>4% - 5%
|
|
1,928
|
|
|
14
|
|
|
—
|
|
|
1,942
|
|
||||
>5% - 6%
|
|
208
|
|
|
—
|
|
|
—
|
|
|
208
|
|
||||
Subtotal
|
|
6,339
|
|
|
2,338
|
|
|
2,034
|
|
|
10,711
|
|
||||
Fixed Annuities
|
|
|
|
|
|
|
|
|
||||||||
1%
|
|
$
|
670
|
|
|
$
|
153
|
|
|
$
|
114
|
|
|
$
|
937
|
|
>1% - 2%
|
|
535
|
|
|
463
|
|
|
103
|
|
|
1,101
|
|
||||
>2% - 3%
|
|
2,056
|
|
|
68
|
|
|
7
|
|
|
2,131
|
|
||||
>3% - 4%
|
|
267
|
|
|
—
|
|
|
—
|
|
|
267
|
|
||||
>4% - 5%
|
|
281
|
|
|
—
|
|
|
—
|
|
|
281
|
|
||||
>5% - 6%
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Subtotal
|
|
3,812
|
|
|
684
|
|
|
224
|
|
|
4,720
|
|
||||
Total
|
|
$
|
10,151
|
|
|
$
|
3,022
|
|
|
$
|
2,258
|
|
|
$
|
15,431
|
|
|
|
|
|
|
|
|
|
|
||||||||
Percentage of Total
|
|
66
|
%
|
|
19
|
%
|
|
15
|
%
|
|
100
|
%
|
|
Defined Benefit
Pension Plan
|
|
Other
Postretirement
Benefit Plans
(1)
|
||||
|
(Dollars in Thousands)
|
||||||
Increase (Decrease) in Benefit Obligation:
|
|
|
|
|
|
||
100 basis point increase
|
$
|
(28,252
|
)
|
|
$
|
(4,834
|
)
|
100 basis point decrease
|
34,139
|
|
|
5,712
|
|
||
Increase (Decrease) in Benefit Cost:
|
|
|
|
|
|
||
100 basis point increase
|
$
|
406
|
|
|
$
|
(57
|
)
|
100 basis point decrease
|
1,081
|
|
|
196
|
|
(1)
|
Includes excess pension plan, retiree medical plan, and postretirement life insurance plan.
|
|
Defined Benefit
Pension Plan
|
|
Other
Postretirement
Life Insurance Plan
|
||||
|
(Dollars in Thousands)
|
||||||
Increase (Decrease) in Benefit Cost:
|
|
|
|
|
|
||
100 basis point increase
|
$
|
(2,397
|
)
|
|
$
|
(51
|
)
|
100 basis point decrease
|
2,397
|
|
|
51
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Premiums and policy fees
|
$
|
3,456,362
|
|
|
$
|
3,389,419
|
|
|
$
|
2,992,822
|
|
|
$
|
260,582
|
|
Reinsurance ceded
|
(1,367,096
|
)
|
|
(1,330,723
|
)
|
|
(1,174,871
|
)
|
|
(91,632
|
)
|
||||
Net of reinsurance ceded
|
2,089,266
|
|
|
2,058,696
|
|
|
1,817,951
|
|
|
168,950
|
|
||||
Net investment income
|
1,923,056
|
|
|
1,823,463
|
|
|
1,532,796
|
|
|
164,605
|
|
||||
Realized investment gains (losses):
|
|
|
|
|
|
|
|
|
|||||||
Derivative financial instruments
|
(137,041
|
)
|
|
49,790
|
|
|
58,436
|
|
|
22,031
|
|
||||
All other investments
|
121,087
|
|
|
90,630
|
|
|
(166,935
|
)
|
|
81,153
|
|
||||
Other-than-temporary impairment losses
|
(1,332
|
)
|
|
(32,075
|
)
|
|
(28,659
|
)
|
|
(636
|
)
|
||||
Portion recognized in other comprehensive income (before taxes)
|
(7,780
|
)
|
|
14,327
|
|
|
1,666
|
|
|
155
|
|
||||
Net impairment losses recognized in earnings
|
(9,112
|
)
|
|
(17,748
|
)
|
|
(26,993
|
)
|
|
(481
|
)
|
||||
Other income
|
325,411
|
|
|
288,878
|
|
|
271,787
|
|
|
23,388
|
|
||||
Total revenues
|
4,312,667
|
|
|
4,293,709
|
|
|
3,487,042
|
|
|
459,646
|
|
||||
Benefits and expenses
|
|
|
|
|
|
|
|
|
|||||||
Benefits and settlement expenses, net of reinsurance ceded: (Successor 2017 - $1,235,227; 2016 - $1,176,609; 2015 - $1,022,638); (Predecessor 2015 - $87,830)
|
2,955,005
|
|
|
2,876,726
|
|
|
2,535,388
|
|
|
266,575
|
|
||||
Amortization of deferred policy acquisition costs and value of business acquired
|
79,443
|
|
|
150,298
|
|
|
95,064
|
|
|
4,817
|
|
||||
Other operating expenses, net of reinsurance ceded: (Successor 2017 - $226,578; 2016 - $210,270; 2015 - $196,383); (Predecessor 2015 - $17,700)
|
814,211
|
|
|
744,004
|
|
|
602,402
|
|
|
55,407
|
|
||||
Total benefits and expenses
|
3,848,659
|
|
|
3,771,028
|
|
|
3,232,854
|
|
|
326,799
|
|
||||
Income before income tax
|
464,008
|
|
|
522,681
|
|
|
254,188
|
|
|
132,847
|
|
||||
Income tax (benefit) expense
|
|
|
|
|
|
|
|
|
|||||||
Current
|
36,565
|
|
|
(38,663
|
)
|
|
46,722
|
|
|
(47,384
|
)
|
||||
Deferred
|
(754,974
|
)
|
|
208,736
|
|
|
27,769
|
|
|
91,709
|
|
||||
Total income tax (benefit) expense
|
(718,409
|
)
|
|
170,073
|
|
|
74,491
|
|
|
44,325
|
|
||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||||||
Change in net unrealized gains (losses) on investments, net of income tax: (Successor 2017 - $329,307; 2016 - $326,765; 2015 - $(680,274)); (Predecessor 2015 - $259,616)
|
699,097
|
|
|
606,848
|
|
|
(1,263,367
|
)
|
|
482,143
|
|
||||
Reclassification adjustment for investment amounts included in net income, net of income tax: (Successor 2017 - $(397); 2016 - $(5,085); 2015 - $9,352); (Predecessor 2015 - $(2,244))
|
(944
|
)
|
|
(9,442
|
)
|
|
17,369
|
|
|
(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: (Successor 2017 - $3,858; 2016 - $(3,652); 2015 - $(212)); (Predecessor 2015 - $(131))
|
7,153
|
|
|
(6,782
|
)
|
|
(393
|
)
|
|
(243
|
)
|
||||
Change in accumulated (loss) gain - derivatives, net of income tax: (Successor 2017 - $(303); 2016 - $370; 2015 - $(45)); (Predecessor 2015 - $5)
|
(563
|
)
|
|
688
|
|
|
(86
|
)
|
|
9
|
|
||||
Reclassification adjustment for derivative amounts included in net income, net of income tax: (Successor 2017 - $243; 2016 - $21; 2015 - $45); (Predecessor 2015 - $13)
|
451
|
|
|
39
|
|
|
86
|
|
|
23
|
|
||||
Total other comprehensive income (loss)
|
705,194
|
|
|
591,351
|
|
|
(1,246,391
|
)
|
|
477,766
|
|
||||
Total comprehensive income (loss)
|
$
|
1,887,611
|
|
|
$
|
943,959
|
|
|
$
|
(1,066,694
|
)
|
|
$
|
566,288
|
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
Assets
|
|
|
|
|
|
||
Fixed maturities, at fair value (amortized cost: Successor 2017 - $40,952,535; 2016 - $39,645,111)
|
$
|
40,971,486
|
|
|
$
|
37,996,577
|
|
Fixed maturities, at amortized cost (fair value: Successor 2017 - $2,776,327; 2016 - $2,733,340)
|
2,718,904
|
|
|
2,770,177
|
|
||
Equity securities, at fair value (cost: Successor 2017 - $701,951; 2016 - $729,951)
|
715,498
|
|
|
716,017
|
|
||
Mortgage loans (related to securitizations: Successor 2017 - $226,409; 2016 - $277,964)
|
6,817,723
|
|
|
6,132,125
|
|
||
Investment real estate, net of accumulated depreciation (Successor 2017 - $132; 2016 - $252)
|
8,355
|
|
|
8,060
|
|
||
Policy loans
|
1,615,615
|
|
|
1,650,240
|
|
||
Other long-term investments
|
940,047
|
|
|
856,410
|
|
||
Short-term investments
|
527,144
|
|
|
315,834
|
|
||
Total investments
|
54,314,772
|
|
|
50,445,440
|
|
||
Cash
|
178,855
|
|
|
214,439
|
|
||
Accrued investment income
|
489,979
|
|
|
480,689
|
|
||
Accounts and premiums receivable
|
152,086
|
|
|
132,826
|
|
||
Reinsurance receivables
|
4,800,891
|
|
|
5,070,185
|
|
||
Deferred policy acquisition costs and value of business acquired
|
2,205,401
|
|
|
2,024,524
|
|
||
Goodwill
|
793,470
|
|
|
793,470
|
|
||
Other intangibles, net of accumulated amortization (Successor 2017 - $140,232; 2016 - $79,183)
|
662,916
|
|
|
687,348
|
|
||
Property and equipment, net of accumulated depreciation (Successor 2017 - $21,305; 2016 - $16,573)
|
109,711
|
|
|
103,706
|
|
||
Other assets
|
337,395
|
|
|
275,965
|
|
||
Income tax receivable
|
76,986
|
|
|
96,363
|
|
||
Assets related to separate accounts
|
|
|
|
|
|
||
Variable annuity
|
13,956,071
|
|
|
13,244,252
|
|
||
Variable universal life
|
1,035,202
|
|
|
895,925
|
|
||
Total assets
|
$
|
79,113,735
|
|
|
$
|
74,465,132
|
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
Liabilities
|
|
|
|
|
|
||
Future policy benefits and claims
|
$
|
30,956,792
|
|
|
$
|
30,510,242
|
|
Unearned premiums
|
751,130
|
|
|
761,937
|
|
||
Total policy liabilities and accruals
|
31,707,922
|
|
|
31,272,179
|
|
||
Stable value product account balances
|
4,698,371
|
|
|
3,501,636
|
|
||
Annuity account balances
|
10,921,190
|
|
|
10,642,115
|
|
||
Other policyholders’ funds
|
1,267,198
|
|
|
1,165,749
|
|
||
Other liabilities
|
1,859,254
|
|
|
1,436,091
|
|
||
Deferred income taxes
|
1,371,989
|
|
|
1,790,961
|
|
||
Debt
|
1,682
|
|
|
—
|
|
||
Non-recourse funding obligations
|
2,952,822
|
|
|
2,973,829
|
|
||
Secured financing liabilities
|
1,017,749
|
|
|
802,721
|
|
||
Liabilities related to separate accounts
|
|
|
|
|
|
||
Variable annuity
|
13,956,071
|
|
|
13,244,252
|
|
||
Variable universal life
|
1,035,202
|
|
|
895,925
|
|
||
Total liabilities
|
70,789,450
|
|
|
67,725,458
|
|
||
Commitments and contingencies - Note 15
|
|
|
|
|
|
||
Shareowner’s equity
|
|
|
|
|
|
||
Preferred Stock; $1 par value, shares authorized: 2,000; Liquidation preference: $2,000
|
2
|
|
|
2
|
|
||
Common Stock, $1 par value, shares authorized and issued: 2017 and 2016 - 5,000,000
|
5,000
|
|
|
5,000
|
|
||
Additional paid-in-capital
|
7,378,496
|
|
|
7,422,407
|
|
||
Retained earnings (deficit)
|
916,971
|
|
|
(32,695
|
)
|
||
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
||
Net unrealized gains (losses) on investments, net of income tax: (Successor 2017 - $6,138; 2016 - $(349,242))
|
23,091
|
|
|
(648,592
|
)
|
||
Net unrealized losses relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax: (Successor 2017 - $(6); 2016 - $(3,864))
|
(22
|
)
|
|
(7,175
|
)
|
||
Accumulated gain (loss) - derivatives, net of income tax: (Successor 2017 - $198; 2016 - $391)
|
747
|
|
|
727
|
|
||
Total shareowner’s equity
|
8,324,285
|
|
|
6,739,674
|
|
||
Total liabilities and shareowner’s equity
|
$
|
79,113,735
|
|
|
$
|
74,465,132
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareowner’s
Equity
|
||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2014
|
$
|
2
|
|
|
$
|
5,000
|
|
|
$
|
1,437,787
|
|
|
$
|
2,905,151
|
|
|
$
|
1,483,211
|
|
|
$
|
5,831,151
|
|
Net income for the period of January 1, 2015 to January 31, 2015
|
|
|
|
|
|
|
|
|
|
88,522
|
|
|
|
|
|
88,522
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
477,766
|
|
|
477,766
|
|
||||||
Comprehensive income for the period of January 1, 2015 to January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
566,288
|
|
||||||
Balance, January 31, 2015
|
$
|
2
|
|
|
$
|
5,000
|
|
|
$
|
1,437,787
|
|
|
$
|
2,993,673
|
|
|
$
|
1,960,977
|
|
|
$
|
6,397,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-In-
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Shareowner's equity
|
||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, February 1, 2015
|
$
|
2
|
|
|
$
|
5,000
|
|
|
$
|
6,504,211
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,509,213
|
|
Net income for the period of February 1, 2015 to December 31, 2015
|
|
|
|
|
|
|
|
|
|
179,697
|
|
|
|
|
|
179,697
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,246,391
|
)
|
|
(1,246,391
|
)
|
||||||
Comprehensive loss for the period of February 1, 2015 to December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,066,694
|
)
|
||||||
Dividends paid to the parent company
|
|
|
|
|
|
|
(25,000
|
)
|
|
|
|
(25,000
|
)
|
||||||||||
Return of capital
|
|
|
|
|
(230,042
|
)
|
|
|
|
|
|
(230,042
|
)
|
||||||||||
Balance, December 31, 2015
|
$
|
2
|
|
|
$
|
5,000
|
|
|
$
|
6,274,169
|
|
|
$
|
154,697
|
|
|
$
|
(1,246,391
|
)
|
|
$
|
5,187,477
|
|
Net income for 2016
|
|
|
|
|
|
|
352,608
|
|
|
|
|
352,608
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
591,351
|
|
|
591,351
|
|
||||||||||
Comprehensive income for 2016
|
|
|
|
|
|
|
|
|
|
|
943,959
|
|
|||||||||||
Dividends paid to the parent company
|
|
|
|
|
|
|
(540,000
|
)
|
|
|
|
(540,000
|
)
|
||||||||||
Capital contributions
|
|
|
|
|
1,148,238
|
|
|
|
|
|
|
1,148,238
|
|
||||||||||
Balance, December 31, 2016
|
$
|
2
|
|
|
$
|
5,000
|
|
|
$
|
7,422,407
|
|
|
$
|
(32,695
|
)
|
|
$
|
(655,040
|
)
|
|
$
|
6,739,674
|
|
Net income for 2017
|
|
|
|
|
|
|
1,182,417
|
|
|
|
|
1,182,417
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
705,194
|
|
|
705,194
|
|
||||||||||
Comprehensive income for 2017
|
|
|
|
|
|
|
|
|
|
|
1,887,611
|
|
|||||||||||
Cumulative effect adjustments
|
|
|
|
|
|
|
26,338
|
|
|
(26,338
|
)
|
|
—
|
|
|||||||||
Dividends paid to the parent company
|
|
|
|
|
|
|
(259,089
|
)
|
|
|
|
(259,089
|
)
|
||||||||||
Return of capital
|
|
|
|
|
(43,911
|
)
|
|
|
|
|
|
(43,911
|
)
|
||||||||||
Balance, December 31, 2017
|
$
|
2
|
|
|
$
|
5,000
|
|
|
$
|
7,378,496
|
|
|
$
|
916,971
|
|
|
$
|
23,816
|
|
|
$
|
8,324,285
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||||||
Realized investment losses (gains)
|
25,066
|
|
|
(122,672
|
)
|
|
135,492
|
|
|
(102,703
|
)
|
||||
Amortization of deferred policy acquisition costs and value of business acquired
|
79,443
|
|
|
150,298
|
|
|
95,064
|
|
|
4,817
|
|
||||
Capitalization of deferred policy acquisition costs
|
(335,603
|
)
|
|
(330,302
|
)
|
|
(300,190
|
)
|
|
(22,799
|
)
|
||||
Depreciation and amortization expense
|
61,740
|
|
|
36,942
|
|
|
45,829
|
|
|
796
|
|
||||
Deferred income tax
|
(754,974
|
)
|
|
208,736
|
|
|
27,769
|
|
|
91,709
|
|
||||
Accrued income tax
|
19,377
|
|
|
(168,786
|
)
|
|
126,701
|
|
|
(48,469
|
)
|
||||
Interest credited to universal life and investment products
|
692,993
|
|
|
699,227
|
|
|
682,836
|
|
|
79,088
|
|
||||
Policy fees assessed on universal life and investment products
|
(1,354,685
|
)
|
|
(1,262,166
|
)
|
|
(1,056,092
|
)
|
|
(90,288
|
)
|
||||
Change in reinsurance receivables
|
269,294
|
|
|
246,768
|
|
|
231,081
|
|
|
(98,148
|
)
|
||||
Change in accrued investment income and other receivables
|
(19,148
|
)
|
|
(58,493
|
)
|
|
25,259
|
|
|
(1,285
|
)
|
||||
Change in policy liabilities and other policyholders’ funds of traditional life and health products
|
(331,880
|
)
|
|
(222,438
|
)
|
|
(176,920
|
)
|
|
176,119
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
|
|||||||
Maturities and principal reductions of investments
|
165,575
|
|
|
154,633
|
|
|
114,501
|
|
|
17,946
|
|
||||
Sale of investments
|
281,441
|
|
|
459,802
|
|
|
135,465
|
|
|
26,422
|
|
||||
Cost of investments acquired
|
(355,410
|
)
|
|
(532,429
|
)
|
|
(220,094
|
)
|
|
(27,289
|
)
|
||||
Other net change in trading securities
|
9,151
|
|
|
22,427
|
|
|
73,376
|
|
|
(26,901
|
)
|
||||
Amortization of premiums and accretion of discounts on investments and mortgage loans
|
319,264
|
|
|
374,726
|
|
|
373,362
|
|
|
3,420
|
|
||||
Change in other liabilities
|
265,595
|
|
|
182,973
|
|
|
6,336
|
|
|
211,031
|
|
||||
Other, net
|
(45,961
|
)
|
|
(18,093
|
)
|
|
(46,128
|
)
|
|
(133,928
|
)
|
||||
Net cash provided by operating activities
|
173,695
|
|
|
173,761
|
|
|
453,344
|
|
|
148,060
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 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
|
695,349
|
|
|
1,299,324
|
|
|
1,052,198
|
|
|
59,028
|
|
||||
Sale of investments, available-for-sale
|
1,801,173
|
|
|
1,952,696
|
|
|
1,334,251
|
|
|
200,716
|
|
||||
Cost of investments acquired, available-for-sale
|
(4,013,245
|
)
|
|
(4,858,159
|
)
|
|
(3,496,997
|
)
|
|
(150,030
|
)
|
||||
Change in investments, held-to-maturity
|
47,000
|
|
|
(2,181,000
|
)
|
|
(65,000
|
)
|
|
—
|
|
||||
Mortgage loans:
|
|
|
|
|
|
|
|
|
|||||||
New lendings
|
(1,671,929
|
)
|
|
(1,396,283
|
)
|
|
(1,466,020
|
)
|
|
(100,530
|
)
|
||||
Repayments
|
923,347
|
|
|
863,873
|
|
|
1,306,034
|
|
|
45,741
|
|
||||
Change in investment real estate, net
|
(104
|
)
|
|
2,851
|
|
|
(3,662
|
)
|
|
7
|
|
||||
Change in policy loans, net
|
34,625
|
|
|
49,268
|
|
|
52,364
|
|
|
6,365
|
|
||||
Change in other long-term investments, net
|
(91,934
|
)
|
|
(251,987
|
)
|
|
(73,948
|
)
|
|
(25,372
|
)
|
||||
Change in short-term investments, net
|
(207,722
|
)
|
|
(61,094
|
)
|
|
(11,271
|
)
|
|
(39,312
|
)
|
||||
Net unsettled security transactions
|
(19,023
|
)
|
|
28,853
|
|
|
(64,615
|
)
|
|
37,510
|
|
||||
Purchase of property and equipment
|
(33,718
|
)
|
|
(2,863
|
)
|
|
(6,823
|
)
|
|
(648
|
)
|
||||
Cash received from or paid for acquisitions, net of cash acquired
|
—
|
|
|
320,967
|
|
|
—
|
|
|
—
|
|
||||
Net cash (used in) provided by investing activities
|
(2,536,181
|
)
|
|
(4,233,554
|
)
|
|
(1,443,489
|
)
|
|
33,475
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||||||
Issuance (repayment) of non-recourse funding obligations
|
(16,070
|
)
|
|
2,169,700
|
|
|
65,000
|
|
|
—
|
|
||||
Secured financing liabilities
|
220,028
|
|
|
359,536
|
|
|
388,185
|
|
|
—
|
|
||||
Capital contributions from PLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dividends/Return of capital to the parent company
|
(303,000
|
)
|
|
(540,000
|
)
|
|
(255,042
|
)
|
|
—
|
|
||||
Investment product and universal life deposits
|
4,683,121
|
|
|
4,393,596
|
|
|
3,064,373
|
|
|
169,233
|
|
||||
Investment product and universal life withdrawals
|
(2,256,981
|
)
|
|
(2,320,958
|
)
|
|
(2,438,916
|
)
|
|
(240,147
|
)
|
||||
Other financing activities, net
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Net cash provided by (used in) financing activities
|
2,326,902
|
|
|
4,061,874
|
|
|
823,600
|
|
|
(70,918
|
)
|
||||
Change in cash
|
(35,584
|
)
|
|
2,081
|
|
|
(166,545
|
)
|
|
110,617
|
|
||||
Cash at beginning of period
|
214,439
|
|
|
212,358
|
|
|
378,903
|
|
|
268,286
|
|
||||
Cash at end of period
|
$
|
178,855
|
|
|
$
|
214,439
|
|
|
$
|
212,358
|
|
|
$
|
378,903
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Successor Company
|
|
|
||||||
|
As of December 31,
|
|
Estimated
|
||||||
|
2017
|
|
2016
|
|
Useful Life
|
||||
|
(Dollars In Thousands)
|
|
(In Years)
|
||||||
Distribution relationships
|
$
|
402,975
|
|
|
$
|
428,499
|
|
|
14-22
|
Trade names
|
85,340
|
|
|
92,049
|
|
|
13-17
|
||
Technology
|
107,343
|
|
|
121,253
|
|
|
7-14
|
||
Other
|
35,258
|
|
|
13,547
|
|
|
|
||
Total intangible assets subject to amortization
|
630,916
|
|
|
655,348
|
|
|
|
||
|
|
|
|
|
|
||||
Insurance licenses
|
32,000
|
|
|
32,000
|
|
|
Indefinite
|
||
Total intangible assets
|
$
|
662,916
|
|
|
$
|
687,348
|
|
|
|
Year
|
|
Amount
|
||
|
|
(Dollars In Thousands)
|
||
2018
|
|
$
|
55,932
|
|
2019
|
|
52,819
|
|
|
2020
|
|
49,818
|
|
|
2021
|
|
48,026
|
|
|
2022
|
|
35,329
|
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
Home office building
|
$
|
68,123
|
|
|
$
|
67,279
|
|
Data processing equipment
|
24,102
|
|
|
21,749
|
|
||
Other, principally furniture and equipment
|
13,871
|
|
|
6,331
|
|
||
Total property and equipment subject to depreciation
|
106,096
|
|
|
95,359
|
|
||
Accumulated depreciation
|
(21,305
|
)
|
|
(16,573
|
)
|
||
Land
|
24,920
|
|
|
24,920
|
|
||
Total property and equipment
|
$
|
109,711
|
|
|
$
|
103,706
|
|
Year of Maturity
|
|
Amount
|
||
|
|
(Dollars In Millions)
|
||
2018
|
|
$
|
888.0
|
|
2019 - 2020
|
|
2,479.5
|
|
|
2021 - 2022
|
|
1,201.0
|
|
|
Thereafter
|
|
124.8
|
|
|
|
Successor Company
|
||||||||||||||
|
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
Total Policy Liabilities
and Accruals
|
|
Reinsurance
Receivable
|
||||||||||||
|
|
(Dollars In Thousands)
|
||||||||||||||
Life and annuity benefit reserves
|
|
$
|
29,972,938
|
|
|
$
|
29,574,479
|
|
|
$
|
3,885,546
|
|
|
$
|
4,178,794
|
|
Unpaid life claim liabilities
|
|
595,188
|
|
|
517,257
|
|
|
362,833
|
|
|
323,699
|
|
||||
Life and annuity future policy benefits
|
|
30,568,126
|
|
|
30,091,736
|
|
|
4,248,379
|
|
|
4,502,493
|
|
||||
Other policy benefits reserves
|
|
157,101
|
|
|
170,519
|
|
|
92,330
|
|
|
103,746
|
|
||||
Other policy benefits unpaid claim liabilities
|
|
231,565
|
|
|
247,987
|
|
|
185,366
|
|
|
200,107
|
|
||||
Future policy benefits and claims and associated reinsurance receivable
|
|
$
|
30,956,792
|
|
|
$
|
30,510,242
|
|
|
$
|
4,526,075
|
|
|
$
|
4,806,346
|
|
Unearned premiums
|
|
751,130
|
|
|
761,937
|
|
|
274,816
|
|
|
263,839
|
|
||||
Total policy liabilities and accruals and associated reinsurance receivable
|
|
$
|
31,707,922
|
|
|
$
|
31,272,179
|
|
|
$
|
4,800,891
|
|
|
$
|
5,070,185
|
|
3.
|
SIGNIFICANT TRANSACTIONS
|
|
Fair Value
As of
December 1, 2016
|
||
|
(Dollars in Thousands)
|
||
Assets
|
|
||
Fixed maturities
|
$
|
10,592
|
|
Other long-term investments
|
2,340
|
|
|
Cash
|
122,167
|
|
|
Accrued investment income
|
52
|
|
|
Accounts and premiums receivables
|
18,536
|
|
|
Reinsurance receivable
|
9,397
|
|
|
Value of businesses acquired
|
5,079
|
|
|
Goodwill
|
61,027
|
|
|
Other intangibles
|
70,400
|
|
|
Property and equipment
|
390
|
|
|
Accrued income taxes
|
4,161
|
|
|
Other assets
|
40
|
|
|
Total assets
|
304,181
|
|
|
Liabilities
|
|
||
Unearned premiums
|
$
|
82,757
|
|
Other policyholders' funds
|
21,483
|
|
|
Other liabilities
|
24,951
|
|
|
Deferred income taxes
|
38,929
|
|
|
Total liabilities
|
168,120
|
|
|
Net assets acquired
|
$
|
136,061
|
|
|
Estimated
|
|
|
||
|
Fair Value on
|
|
Estimated
|
||
|
Acquisition Date
|
|
Useful Life
|
||
|
(Dollars In Thousands)
|
(In Years)
|
|||
Distribution relationships
|
$
|
65,000
|
|
|
13-21
|
Trade names
|
1,400
|
|
|
5-6
|
|
Technology
|
4,000
|
|
|
8-11
|
|
Total intangible assets
|
$
|
70,400
|
|
|
|
Year
|
|
Amount
|
||
|
|
(Dollars In Thousands)
|
||
2017
|
|
$
|
4,843
|
|
2018
|
|
4,843
|
|
|
2019
|
|
4,843
|
|
|
2020
|
|
4,843
|
|
|
2021
|
|
4,843
|
|
|
Successor Company
|
||||||
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to
December 31, 2015
|
||||
|
(Dollars In Thousands)
|
||||||
Revenue
(1)
|
$
|
4,342,054
|
|
|
$
|
3,530,073
|
|
Net income
(2)
|
352,856
|
|
|
179,877
|
|
(1)
|
Includes
$4.7 million
of revenue recognized in the Company's net income for year ended December 31, 2016 (Successor Company).
|
(2)
|
Includes
$0.2 million
of net income recognized in the Company's net income for the year ended December 31, 2016 (Successor Company).
|
4.
|
MONY CLOSED BLOCK OF BUSINESS
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
Closed block liabilities
|
|
|
|
|
|
||
Future policy benefits, policyholders' account balances and other policyholder liabilities
|
$
|
5,791,867
|
|
|
$
|
5,896,355
|
|
Policyholder dividend obligation
|
160,712
|
|
|
31,932
|
|
||
Other liabilities
|
30,764
|
|
|
40,007
|
|
||
Total closed block liabilities
|
5,983,343
|
|
|
5,968,294
|
|
||
Closed block assets
|
|
|
|
|
|
||
Fixed maturities, available-for-sale, at fair value
|
4,669,856
|
|
|
4,440,105
|
|
||
Mortgage loans on real estate
|
108,934
|
|
|
201,088
|
|
||
Policy loans
|
700,769
|
|
|
712,959
|
|
||
Cash and other invested assets
|
31,182
|
|
|
108,270
|
|
||
Other assets
|
122,637
|
|
|
135,794
|
|
||
Total closed block assets
|
5,633,378
|
|
|
5,598,216
|
|
||
Excess of reported closed block liabilities over closed block assets
|
349,965
|
|
|
370,078
|
|
||
Portion of above representing accumulated other comprehensive income:
|
|
|
|
|
|
||
Net unrealized investments gains (losses) net of policyholder dividend obligation: $(13,429) and $(197,450); and net of income tax: $2,820 and $69,107
|
—
|
|
|
—
|
|
||
Future earnings to be recognized from closed block assets and closed block liabilities
|
$
|
349,965
|
|
|
$
|
370,078
|
|
|
Successor Company
|
||||||
|
For The Year Ended
December 31, 2017 |
|
For The Year Ended
December 31, 2016 |
||||
|
(Dollars In Thousands)
|
||||||
Policyholder dividend obligation, beginning balance
|
$
|
31,932
|
|
|
$
|
—
|
|
Applicable to net revenue (losses)
|
(55,241
|
)
|
|
(46,557
|
)
|
||
Change in net unrealized investment gains (losses) allocated to policyholder dividend obligation
|
184,021
|
|
|
78,489
|
|
||
Policyholder dividend obligation, ending balance
|
$
|
160,712
|
|
|
$
|
31,932
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended
December 31, 2017 |
|
For The Year Ended
December 31, 2016 |
|
February 1, 2015
to
December 31, 2015
|
|
January 1, 2015
to
January 31, 2015
|
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Premiums and other income
|
$
|
180,097
|
|
|
$
|
189,700
|
|
|
$
|
185,562
|
|
|
$
|
15,065
|
|
Net investment income
|
203,964
|
|
|
211,175
|
|
|
193,203
|
|
|
19,107
|
|
||||
Net investment gains
|
910
|
|
|
1,524
|
|
|
3,333
|
|
|
568
|
|
||||
Total revenues
|
384,971
|
|
|
402,399
|
|
|
382,098
|
|
|
34,740
|
|
||||
Benefits and other deductions
|
|
|
|
|
|
|
|
|
|||||||
Benefits and settlement expenses
|
335,200
|
|
|
353,488
|
|
|
336,629
|
|
|
31,152
|
|
||||
Other operating expenses
|
1,940
|
|
|
2,804
|
|
|
1,001
|
|
|
—
|
|
||||
Total benefits and other deductions
|
337,140
|
|
|
356,292
|
|
|
337,630
|
|
|
31,152
|
|
||||
Net revenues before income taxes
|
47,831
|
|
|
46,107
|
|
|
44,468
|
|
|
3,588
|
|
||||
Income tax expense
|
27,718
|
|
|
16,137
|
|
|
14,920
|
|
|
1,256
|
|
||||
Net revenues
|
$
|
20,113
|
|
|
$
|
29,970
|
|
|
$
|
29,548
|
|
|
$
|
2,332
|
|
5.
|
INVESTMENT OPERATIONS
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Fixed maturities
|
$
|
1,610,768
|
|
|
$
|
1,547,346
|
|
|
$
|
1,266,769
|
|
|
$
|
140,052
|
|
Equity securities
|
40,506
|
|
|
38,838
|
|
|
40,879
|
|
|
2,556
|
|
||||
Mortgage loans
|
298,387
|
|
|
270,749
|
|
|
252,577
|
|
|
24,977
|
|
||||
Investment real estate
|
2,405
|
|
|
2,152
|
|
|
2,528
|
|
|
112
|
|
||||
Short-term investments
|
114,280
|
|
|
99,979
|
|
|
93,938
|
|
|
9,974
|
|
||||
|
2,066,346
|
|
|
1,959,064
|
|
|
1,656,691
|
|
|
177,671
|
|
||||
Other investment expenses
|
143,290
|
|
|
135,601
|
|
|
123,895
|
|
|
13,066
|
|
||||
Net investment income
|
$
|
1,923,056
|
|
|
$
|
1,823,463
|
|
|
$
|
1,532,796
|
|
|
$
|
164,605
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Fixed maturities
|
$
|
12,783
|
|
|
$
|
32,183
|
|
|
$
|
1,272
|
|
|
$
|
6,891
|
|
Equity securities
|
(2,330
|
)
|
|
92
|
|
|
(1,001
|
)
|
|
—
|
|
||||
Impairments on securities
|
(9,112
|
)
|
|
(17,748
|
)
|
|
(26,993
|
)
|
|
(481
|
)
|
||||
Modco trading portfolio
|
119,206
|
|
|
67,583
|
|
|
(167,359
|
)
|
|
73,062
|
|
||||
Other investments
|
(8,572
|
)
|
|
(9,228
|
)
|
|
153
|
|
|
1,200
|
|
||||
Total realized gains (losses) - investments
|
$
|
111,975
|
|
|
$
|
72,882
|
|
|
$
|
(193,928
|
)
|
|
$
|
80,672
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Gross realized gains
|
$
|
18,868
|
|
|
$
|
42,058
|
|
|
$
|
8,735
|
|
|
$
|
6,920
|
|
Gross realized losses
|
|
|
|
|
|
|
|
||||||||
Impairments losses
|
$
|
(9,112
|
)
|
|
$
|
(17,748
|
)
|
|
$
|
(26,993
|
)
|
|
$
|
(481
|
)
|
Other realized losses
|
$
|
(8,257
|
)
|
|
$
|
(9,783
|
)
|
|
$
|
(8,464
|
)
|
|
$
|
12
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Total OTTI
Recognized
in OCI
(1)
|
||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential mortgage-backed securities
|
$
|
2,321,811
|
|
|
$
|
19,412
|
|
|
$
|
(22,730
|
)
|
|
$
|
2,318,493
|
|
|
$
|
10
|
|
Commercial mortgage-backed securities
|
1,885,109
|
|
|
4,931
|
|
|
(29,552
|
)
|
|
1,860,488
|
|
|
—
|
|
|||||
Other asset-backed securities
|
1,234,376
|
|
|
20,936
|
|
|
(5,763
|
)
|
|
1,249,549
|
|
|
—
|
|
|||||
U.S. government-related securities
|
1,255,244
|
|
|
185
|
|
|
(32,177
|
)
|
|
1,223,252
|
|
|
—
|
|
|||||
Other government-related securities
|
280,780
|
|
|
9,401
|
|
|
(4,948
|
)
|
|
285,233
|
|
|
—
|
|
|||||
States, municipals, and political subdivisions
|
1,770,299
|
|
|
16,959
|
|
|
(45,613
|
)
|
|
1,741,645
|
|
|
(37
|
)
|
|||||
Corporate securities
|
29,446,365
|
|
|
618,582
|
|
|
(527,401
|
)
|
|
29,537,546
|
|
|
(1
|
)
|
|||||
Redeemable preferred stock
|
94,362
|
|
|
232
|
|
|
(3,503
|
)
|
|
91,091
|
|
|
—
|
|
|||||
|
38,288,346
|
|
|
690,638
|
|
|
(671,687
|
)
|
|
38,307,297
|
|
|
(28
|
)
|
|||||
Equity securities
|
696,706
|
|
|
22,319
|
|
|
(8,771
|
)
|
|
710,254
|
|
|
—
|
|
|||||
Short-term investments
|
470,883
|
|
|
—
|
|
|
—
|
|
|
470,883
|
|
|
—
|
|
|||||
|
$
|
39,455,935
|
|
|
$
|
712,957
|
|
|
$
|
(680,458
|
)
|
|
$
|
39,488,434
|
|
|
$
|
(28
|
)
|
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential mortgage-backed securities
|
$
|
1,904,165
|
|
|
$
|
10,737
|
|
|
$
|
(25,295
|
)
|
|
$
|
1,889,607
|
|
|
$
|
(9
|
)
|
Commercial mortgage-backed securities
|
1,820,644
|
|
|
2,455
|
|
|
(40,602
|
)
|
|
1,782,497
|
|
|
—
|
|
|||||
Other asset-backed securities
|
1,210,490
|
|
|
21,741
|
|
|
(20,698
|
)
|
|
1,211,533
|
|
|
—
|
|
|||||
U.S. government-related securities
|
1,308,192
|
|
|
422
|
|
|
(40,455
|
)
|
|
1,268,159
|
|
|
—
|
|
|||||
Other government-related securities
|
251,197
|
|
|
1,526
|
|
|
(14,797
|
)
|
|
237,926
|
|
|
—
|
|
|||||
States, municipals, and political subdivisions
|
1,760,837
|
|
|
1,224
|
|
|
(105,558
|
)
|
|
1,656,503
|
|
|
—
|
|
|||||
Corporate securities
|
28,655,364
|
|
|
151,383
|
|
|
(1,582,098
|
)
|
|
27,224,649
|
|
|
(11,030
|
)
|
|||||
Redeemable preferred stock
|
94,362
|
|
|
—
|
|
|
(8,519
|
)
|
|
85,843
|
|
|
—
|
|
|||||
|
37,005,251
|
|
|
189,488
|
|
|
(1,838,022
|
)
|
|
35,356,717
|
|
|
(11,039
|
)
|
|||||
Equity securities
|
722,868
|
|
|
7,751
|
|
|
(21,685
|
)
|
|
708,934
|
|
|
—
|
|
|||||
Short-term investments
|
263,185
|
|
|
—
|
|
|
—
|
|
|
263,185
|
|
|
—
|
|
|||||
|
$
|
37,991,304
|
|
|
$
|
197,239
|
|
|
$
|
(1,859,707
|
)
|
|
$
|
36,328,836
|
|
|
$
|
(11,039
|
)
|
(1)
|
These amounts are included in the gross unrealized gains and gross unrealized losses columns above.
|
|
|
Successor Company
|
||||||
|
|
As of December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Dollars In Thousands)
|
||||||
Fixed maturities - trading:
|
|
|
|
|
|
|
||
Residential mortgage-backed securities
|
|
$
|
259,694
|
|
|
$
|
255,027
|
|
Commercial mortgage-backed securities
|
|
146,804
|
|
|
149,683
|
|
||
Other asset-backed securities
|
|
138,097
|
|
|
200,084
|
|
||
U.S. government-related securities
|
|
27,234
|
|
|
26,961
|
|
||
Other government-related securities
|
|
63,925
|
|
|
63,012
|
|
||
States, municipals, and political subdivisions
|
|
326,925
|
|
|
316,519
|
|
||
Corporate securities
|
|
1,698,183
|
|
|
1,624,589
|
|
||
Redeemable preferred stock
|
|
3,327
|
|
|
3,985
|
|
||
|
|
2,664,189
|
|
|
2,639,860
|
|
||
Equity securities
|
|
5,244
|
|
|
7,083
|
|
||
Short-term investments
|
|
56,261
|
|
|
52,648
|
|
||
|
|
$
|
2,725,694
|
|
|
$
|
2,699,591
|
|
|
Available-for-sale
|
|
Held-to-maturity
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Due in one year or less
|
$
|
720,156
|
|
|
$
|
719,662
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
6,643,145
|
|
|
6,625,353
|
|
|
—
|
|
|
—
|
|
||||
Due after five years through ten years
|
7,326,627
|
|
|
7,330,808
|
|
|
—
|
|
|
—
|
|
||||
Due after ten years
|
23,598,418
|
|
|
23,631,474
|
|
|
2,718,904
|
|
|
2,776,327
|
|
||||
|
$
|
38,288,346
|
|
|
$
|
38,307,297
|
|
|
$
|
2,718,904
|
|
|
$
|
2,776,327
|
|
|
Successor Company
|
||||||||||
|
Fixed Maturities
|
|
Equity Securities
|
|
Total Securities
|
||||||
|
(Dollars In Thousands)
|
||||||||||
For The Year Ended December 31, 2017 (Successor Company)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Other-than-temporary impairments
|
$
|
(1,332
|
)
|
|
$
|
—
|
|
|
$
|
(1,332
|
)
|
Non-credit impairment losses recorded in other comprehensive income
|
(7,780
|
)
|
|
—
|
|
|
(7,780
|
)
|
|||
Net impairment losses recognized in earnings
|
$
|
(9,112
|
)
|
|
$
|
—
|
|
|
$
|
(9,112
|
)
|
|
|
|
|
|
|
||||||
For The Year Ended December 31, 2016 (Successor Company)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Other-than-temporary impairments
|
$
|
(32,075
|
)
|
|
$
|
—
|
|
|
$
|
(32,075
|
)
|
Non-credit impairment losses recorded in other comprehensive income
|
14,327
|
|
|
—
|
|
|
14,327
|
|
|||
Net impairment losses recognized in earnings
|
$
|
(17,748
|
)
|
|
$
|
—
|
|
|
$
|
(17,748
|
)
|
|
|
|
|
|
|
||||||
For The Period of February 1, 2015 to December 31, 2015 (Successor Company)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Other-than-temporary impairments
|
$
|
(28,659
|
)
|
|
$
|
—
|
|
|
$
|
(28,659
|
)
|
Non-credit impairment losses recorded in other comprehensive income
|
1,666
|
|
|
—
|
|
|
1,666
|
|
|||
Net impairment losses recognized in earnings
|
$
|
(26,993
|
)
|
|
$
|
—
|
|
|
$
|
(26,993
|
)
|
|
|
|
|
|
|
||||||
For The Period of January 1, 2015 to January 31, 2015 (Predecessor Company)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Other-than-temporary impairments
|
$
|
(636
|
)
|
|
$
|
—
|
|
|
$
|
(636
|
)
|
Non-credit impairment losses recorded in other comprehensive income
|
155
|
|
|
—
|
|
|
155
|
|
|||
Net impairment losses recognized in earnings
|
$
|
(481
|
)
|
|
$
|
—
|
|
|
$
|
(481
|
)
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Beginning balance
|
$
|
12,685
|
|
|
$
|
22,761
|
|
|
$
|
—
|
|
|
$
|
15,463
|
|
Additions for newly impaired securities
|
734
|
|
|
14,876
|
|
|
22,761
|
|
|
—
|
|
||||
Additions for previously impaired securities
|
3,175
|
|
|
2,063
|
|
|
—
|
|
|
221
|
|
||||
Reductions for previously impaired securities due to a change in expected cash flows
|
(12,726
|
)
|
|
(24,396
|
)
|
|
—
|
|
|
—
|
|
||||
Reductions for previously impaired securities that were sold in the current period
|
(600
|
)
|
|
(2,619
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
3,268
|
|
|
$
|
12,685
|
|
|
$
|
22,761
|
|
|
$
|
15,684
|
|
|
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
|
$
|
765,641
|
|
|
$
|
(9,666
|
)
|
|
$
|
408,460
|
|
|
$
|
(13,064
|
)
|
|
$
|
1,174,101
|
|
|
$
|
(22,730
|
)
|
Commercial mortgage-backed securities
|
750,643
|
|
|
(8,521
|
)
|
|
779,086
|
|
|
(21,031
|
)
|
|
1,529,729
|
|
|
(29,552
|
)
|
||||||
Other asset-backed securities
|
86,506
|
|
|
(322
|
)
|
|
134,316
|
|
|
(5,441
|
)
|
|
220,822
|
|
|
(5,763
|
)
|
||||||
U.S. government-related securities
|
94,110
|
|
|
(688
|
)
|
|
1,072,232
|
|
|
(31,489
|
)
|
|
1,166,342
|
|
|
(32,177
|
)
|
||||||
Other government-related securities
|
24,830
|
|
|
(169
|
)
|
|
115,294
|
|
|
(4,779
|
)
|
|
140,124
|
|
|
(4,948
|
)
|
||||||
States, municipalities, and political subdivisions
|
170,268
|
|
|
(1,738
|
)
|
|
1,027,747
|
|
|
(43,875
|
)
|
|
1,198,015
|
|
|
(45,613
|
)
|
||||||
Corporate securities
|
5,026,417
|
|
|
(55,649
|
)
|
|
10,947,027
|
|
|
(471,752
|
)
|
|
15,973,444
|
|
|
(527,401
|
)
|
||||||
Redeemable preferred stock
|
22,048
|
|
|
(1,120
|
)
|
|
23,197
|
|
|
(2,383
|
)
|
|
45,245
|
|
|
(3,503
|
)
|
||||||
Equities
|
86,194
|
|
|
(1,400
|
)
|
|
91,195
|
|
|
(7,371
|
)
|
|
177,389
|
|
|
(8,771
|
)
|
||||||
|
$
|
7,026,657
|
|
|
$
|
(79,273
|
)
|
|
$
|
14,598,554
|
|
|
$
|
(601,185
|
)
|
|
$
|
21,625,211
|
|
|
$
|
(680,458
|
)
|
|
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
|
$
|
1,051,694
|
|
|
$
|
(21,178
|
)
|
|
$
|
170,826
|
|
|
$
|
(4,117
|
)
|
|
$
|
1,222,520
|
|
|
$
|
(25,295
|
)
|
Commercial mortgage-backed securities
|
1,426,252
|
|
|
(36,589
|
)
|
|
100,475
|
|
|
(4,013
|
)
|
|
1,526,727
|
|
|
(40,602
|
)
|
||||||
Other asset-backed securities
|
323,706
|
|
|
(9,291
|
)
|
|
176,792
|
|
|
(11,407
|
)
|
|
500,498
|
|
|
(20,698
|
)
|
||||||
U.S. government-related securities
|
1,237,942
|
|
|
(40,454
|
)
|
|
3
|
|
|
(1
|
)
|
|
1,237,945
|
|
|
(40,455
|
)
|
||||||
Other government-related securities
|
98,412
|
|
|
(2,907
|
)
|
|
79,393
|
|
|
(11,890
|
)
|
|
177,805
|
|
|
(14,797
|
)
|
||||||
States, municipalities, and political subdivisions
|
1,062,368
|
|
|
(63,809
|
)
|
|
548,254
|
|
|
(41,749
|
)
|
|
1,610,622
|
|
|
(105,558
|
)
|
||||||
Corporate securities
|
12,490,517
|
|
|
(467,463
|
)
|
|
9,791,313
|
|
|
(1,114,635
|
)
|
|
22,281,830
|
|
|
(1,582,098
|
)
|
||||||
Redeemable preferred stock
|
66,781
|
|
|
(6,642
|
)
|
|
19,062
|
|
|
(1,877
|
)
|
|
85,843
|
|
|
(8,519
|
)
|
||||||
Equities
|
411,845
|
|
|
(15,273
|
)
|
|
69,497
|
|
|
(6,412
|
)
|
|
481,342
|
|
|
(21,685
|
)
|
||||||
|
$
|
18,169,517
|
|
|
$
|
(663,606
|
)
|
|
$
|
10,955,615
|
|
|
$
|
(1,196,101
|
)
|
|
$
|
29,125,132
|
|
|
$
|
(1,859,707
|
)
|
|
Successor Company
|
|
Predecessor Company
|
|||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
|||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
|||||||||||
Fixed maturities
|
$
|
1,083,865
|
|
|
$
|
802,248
|
|
|
$
|
(1,873,795
|
)
|
|
669,160
|
|
Equity securities
|
17,863
|
|
|
(13,463
|
)
|
|
4,406
|
|
|
12,172
|
|
Successor Company
|
|
Amortized
Cost |
|
Gross
Unrecognized
Holding
Gains
|
|
Gross
Unrecognized
Holding
Losses
|
|
Fair
Value
|
|
Total OTTI
Recognized
in OCI
|
||||||||||
As of December 31, 2017
|
|
|
|
|
|
|||||||||||||||
|
|
(Dollars In Thousands)
|
||||||||||||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Securities issued by affiliates:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Red Mountain LLC
|
|
$
|
704,904
|
|
|
$
|
—
|
|
|
$
|
(19,163
|
)
|
|
$
|
685,741
|
|
|
$
|
—
|
|
Steel City LLC
|
|
2,014,000
|
|
|
76,586
|
|
|
—
|
|
|
2,090,586
|
|
|
—
|
|
|||||
|
|
$
|
2,718,904
|
|
|
$
|
76,586
|
|
|
$
|
(19,163
|
)
|
|
$
|
2,776,327
|
|
|
$
|
—
|
|
Successor Company
|
|
Amortized
Cost |
|
Gross
Unrecognized Holding Gains |
|
Gross
Unrecognized Holding Losses |
|
Fair
Value
|
|
Total OTTI
Recognized
in OCI
|
||||||||||
As of December 31, 2016
|
|
|
|
|
|
|||||||||||||||
|
|
(Dollars In Thousands)
|
||||||||||||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Securities issued by affiliates:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Red Mountain LLC
|
|
$
|
654,177
|
|
|
$
|
—
|
|
|
$
|
(67,222
|
)
|
|
$
|
586,955
|
|
|
$
|
—
|
|
Steel City LLC
|
|
2,116,000
|
|
|
30,385
|
|
|
—
|
|
|
2,146,385
|
|
|
—
|
|
|||||
|
|
$
|
2,770,177
|
|
|
$
|
30,385
|
|
|
$
|
(67,222
|
)
|
|
$
|
2,733,340
|
|
|
$
|
—
|
|
6.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
•
|
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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed maturity securities - available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
2,318,493
|
|
|
$
|
—
|
|
|
$
|
2,318,493
|
|
Commercial mortgage-backed securities
|
—
|
|
|
1,860,488
|
|
|
—
|
|
|
1,860,488
|
|
||||
Other asset-backed securities
|
—
|
|
|
745,184
|
|
|
504,365
|
|
|
1,249,549
|
|
||||
U.S. government-related securities
|
958,775
|
|
|
264,477
|
|
|
—
|
|
|
1,223,252
|
|
||||
State, municipalities, and political subdivisions
|
—
|
|
|
1,741,645
|
|
|
—
|
|
|
1,741,645
|
|
||||
Other government-related securities
|
|
|
|
285,233
|
|
|
—
|
|
|
285,233
|
|
||||
Corporate securities
|
—
|
|
|
28,910,645
|
|
|
626,901
|
|
|
29,537,546
|
|
||||
Redeemable preferred stock
|
72,471
|
|
|
18,620
|
|
|
—
|
|
|
91,091
|
|
||||
Total fixed maturity securities - available-for-sale
|
1,031,246
|
|
|
36,144,785
|
|
|
1,131,266
|
|
|
38,307,297
|
|
||||
Fixed maturity securities - trading
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
259,694
|
|
|
—
|
|
|
259,694
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
146,804
|
|
|
—
|
|
|
146,804
|
|
||||
Other asset-backed securities
|
—
|
|
|
102,875
|
|
|
35,222
|
|
|
138,097
|
|
||||
U.S. government-related securities
|
21,183
|
|
|
6,051
|
|
|
—
|
|
|
27,234
|
|
||||
State, municipalities, and political subdivisions
|
—
|
|
|
326,925
|
|
|
—
|
|
|
326,925
|
|
||||
Other government-related securities
|
—
|
|
|
63,925
|
|
|
—
|
|
|
63,925
|
|
||||
Corporate securities
|
—
|
|
|
1,692,741
|
|
|
5,442
|
|
|
1,698,183
|
|
||||
Redeemable preferred stock
|
3,327
|
|
|
—
|
|
|
—
|
|
|
3,327
|
|
||||
Total fixed maturity securities - trading
|
24,510
|
|
|
2,599,015
|
|
|
40,664
|
|
|
2,664,189
|
|
||||
Total fixed maturity securities
|
1,055,756
|
|
|
38,743,800
|
|
|
1,171,930
|
|
|
40,971,486
|
|
||||
Equity securities
|
649,981
|
|
|
—
|
|
|
65,517
|
|
|
715,498
|
|
||||
Other long-term investments
(1)
|
51,102
|
|
|
417,969
|
|
|
160,466
|
|
|
629,537
|
|
||||
Short-term investments
|
394,394
|
|
|
132,750
|
|
|
—
|
|
|
527,144
|
|
||||
Total investments
|
2,151,233
|
|
|
39,294,519
|
|
|
1,397,913
|
|
|
42,843,665
|
|
||||
Cash
|
178,855
|
|
|
—
|
|
|
—
|
|
|
178,855
|
|
||||
Assets related to separate accounts
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable annuity
|
13,956,071
|
|
|
—
|
|
|
—
|
|
|
13,956,071
|
|
||||
Variable universal life
|
1,035,202
|
|
|
—
|
|
|
—
|
|
|
1,035,202
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
17,321,361
|
|
|
$
|
39,294,519
|
|
|
$
|
1,397,913
|
|
|
$
|
58,013,793
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Annuity account balances
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,472
|
|
|
$
|
83,472
|
|
Other liabilities
(1)
|
5,755
|
|
|
302,656
|
|
|
597,562
|
|
|
905,973
|
|
||||
Total liabilities measured at fair value on a recurring basis
|
$
|
5,755
|
|
|
$
|
302,656
|
|
|
$
|
681,034
|
|
|
$
|
989,445
|
|
(1)
|
Includes certain freestanding and embedded derivatives.
|
(2)
|
Represents liabilities related to fixed indexed annuities.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed maturity securities - available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
1,889,604
|
|
|
$
|
3
|
|
|
$
|
1,889,607
|
|
Commercial mortgage-backed securities
|
—
|
|
|
1,782,497
|
|
|
—
|
|
|
1,782,497
|
|
||||
Other asset-backed securities
|
—
|
|
|
648,929
|
|
|
562,604
|
|
|
1,211,533
|
|
||||
U.S. government-related securities
|
1,002,020
|
|
|
266,139
|
|
|
—
|
|
|
1,268,159
|
|
||||
State, municipalities, and political subdivisions
|
—
|
|
|
1,656,503
|
|
|
—
|
|
|
1,656,503
|
|
||||
Other government-related securities
|
—
|
|
|
237,926
|
|
|
—
|
|
|
237,926
|
|
||||
Corporate securities
|
—
|
|
|
26,560,603
|
|
|
664,046
|
|
|
27,224,649
|
|
||||
Redeemable preferred stock
|
66,781
|
|
|
19,062
|
|
|
—
|
|
|
85,843
|
|
||||
Total fixed maturity securities - available-for-sale
|
1,068,801
|
|
|
33,061,263
|
|
|
1,226,653
|
|
|
35,356,717
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities - trading
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential mortgage-backed securities
|
—
|
|
|
255,027
|
|
|
—
|
|
|
255,027
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
149,683
|
|
|
—
|
|
|
149,683
|
|
||||
Other asset-backed securities
|
—
|
|
|
115,521
|
|
|
84,563
|
|
|
200,084
|
|
||||
U.S. government-related securities
|
22,424
|
|
|
4,537
|
|
|
—
|
|
|
26,961
|
|
||||
State, municipalities, and political subdivisions
|
—
|
|
|
316,519
|
|
|
—
|
|
|
316,519
|
|
||||
Other government-related securities
|
—
|
|
|
63,012
|
|
|
—
|
|
|
63,012
|
|
||||
Corporate securities
|
—
|
|
|
1,619,097
|
|
|
5,492
|
|
|
1,624,589
|
|
||||
Redeemable preferred stock
|
3,985
|
|
|
—
|
|
|
—
|
|
|
3,985
|
|
||||
Total fixed maturity securities - trading
|
26,409
|
|
|
2,523,396
|
|
|
90,055
|
|
|
2,639,860
|
|
||||
Total fixed maturity securities
|
1,095,210
|
|
|
35,584,659
|
|
|
1,316,708
|
|
|
37,996,577
|
|
||||
Equity securities
|
650,231
|
|
|
—
|
|
|
65,786
|
|
|
716,017
|
|
||||
Other long-term investments
(1)
|
82,420
|
|
|
335,497
|
|
|
115,516
|
|
|
533,433
|
|
||||
Short-term investments
|
313,835
|
|
|
1,999
|
|
|
—
|
|
|
315,834
|
|
||||
Total investments
|
2,141,696
|
|
|
35,922,155
|
|
|
1,498,010
|
|
|
39,561,861
|
|
||||
Cash
|
214,439
|
|
|
—
|
|
|
—
|
|
|
214,439
|
|
||||
Assets related to separate accounts
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable annuity
|
13,244,252
|
|
|
—
|
|
|
—
|
|
|
13,244,252
|
|
||||
Variable universal life
|
895,925
|
|
|
—
|
|
|
—
|
|
|
895,925
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
16,496,312
|
|
|
$
|
35,922,155
|
|
|
$
|
1,498,010
|
|
|
$
|
53,916,477
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Annuity account balances
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,616
|
|
|
$
|
87,616
|
|
Other liabilities
(1)
|
13,004
|
|
|
255,241
|
|
|
405,803
|
|
|
674,048
|
|
||||
Total liabilities measured at fair value on a recurring basis
|
$
|
13,004
|
|
|
$
|
255,241
|
|
|
$
|
493,419
|
|
|
$
|
761,664
|
|
(1)
|
Includes certain freestanding and embedded derivatives.
|
(2)
|
Represents liabilities related to fixed indexed annuities.
|
|
Successor Company
|
|
|
|
|
|
|
||
|
Fair Value
As of
December 31, 2017
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Range
(Weighted Average)
|
||
|
(Dollars In Thousands)
|
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
|
|
|
|
Other asset-backed securities
|
$
|
504,228
|
|
|
Liquidation
|
|
Liquidation value
|
|
$90 - $97 ($94.91)
|
|
|
|
Discounted cash flow
|
|
Liquidity premium
|
|
0.06% - 1.17% (0.75%)
|
||
|
|
|
|
|
Paydown Rate
|
|
11.31% - 11.97% (11.54%)
|
||
Corporate securities
|
617,770
|
|
|
Discounted cash flow
|
|
Spread over treasury
|
|
0.81% - 3.95% (1.06%)
|
|
Liabilities:
(1)
|
|
|
|
|
|
|
|
|
|
Embedded derivatives—GLWB
(2)
|
$
|
15,554
|
|
|
Actuarial cash flow model
|
|
Mortality
|
|
91.1% to 106.6% of
Ruark 2015 ALB Table |
|
|
|
|
|
Lapse
|
|
1.0% - 30.0%, depending on product/duration/funded status of guarantee
|
||
|
|
|
|
|
|
Utilization
|
|
99%. 10% of policies have a one-time over-utilization of 400%
|
|
|
|
|
|
|
|
Nonperformance risk
|
|
0.11% - 0.79%
|
|
Embedded derivative—FIA
|
218,676
|
|
|
Actuarial cash flow model
|
|
Expenses
|
|
$146 per policy
|
|
|
|
|
|
|
Withdrawal rate
|
|
1.5% prior to age 70, 100% of the RMD for ages 70+
|
||
|
|
|
|
|
|
Mortality
|
|
1994 MGDB table with company experience
|
|
|
|
|
|
|
|
Lapse
|
|
1.0% - 30.0%, depending on duration/surrender charge period
|
|
|
|
|
|
|
|
Nonperformance risk
|
|
0.11% - 0.79%
|
|
Embedded derivative—IUL
|
80,212
|
|
|
Actuarial cash flow model
|
|
Mortality
|
|
34% - 152% of 2015
VBT Primary Tables |
|
|
|
|
|
|
|
Lapse
|
|
0.5% - 10%, depending on duration/distribution channel and smoking class
|
|
|
|
|
|
|
|
Nonperformance risk
|
|
0.11% - 0.79%
|
(1)
|
Excludes modified coinsurance arrangements.
|
(2)
|
The fair value for the GLWB embedded derivative is presented as a net liability.
|
|
Successor Company
|
|
|
|
|
|
|
||
|
Fair Value
As of
December 31, 2016
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Range
(Weighted Average)
|
||
|
(Dollars In Thousands)
|
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
|
|
|
|
Other asset-backed securities
|
$
|
553,308
|
|
|
Discounted cash flow
|
|
Liquidity value
|
|
$88 - $97.25 ($95.04)
|
Corporate securities
|
638,279
|
|
|
Discounted cash flow
|
|
Spread over treasury
|
|
0.31% - 4.50% (2.04%)
|
|
Liabilities:
(1)
|
|
|
|
|
|
|
|
|
|
Embedded derivatives—GLWB
(2)
|
$
|
7,031
|
|
|
Actuarial cash flow model
|
|
Mortality
|
|
91.4% to 106.6% of Ruark 2015 ALB Table
|
|
|
|
|
|
|
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% - 1.09%
|
|
Embedded derivative—FIA
|
147,368
|
|
|
Actuarial cash flow model
|
|
Expenses
|
|
$126 per policy
|
|
|
|
|
|
|
Asset Earned Rate
|
|
4.08% - 4.66%
|
||
|
|
|
|
|
|
Withdrawal rate
|
|
1% prior to age 70, 100% of the RMD for ages 70+
|
|
|
|
|
|
|
|
Mortality
|
|
1994 MGDB table with company experience
|
|
|
|
|
|
|
|
Lapse
|
|
2.0% - 40.0%, depending on duration/surrender charge period
|
|
|
|
|
|
|
|
Nonperformance risk
|
|
0.18% - 1.09%
|
|
Embedded derivative—IUL
|
46,051
|
|
|
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% - 1.09%
|
(1)
|
Excludes modified coinsurance arrangements.
|
(2)
|
The fair value for the GLWB embedded derivative is presented as a net liability.
|
|
|
|
Total
Realized and Unrealized
Gains
|
|
Total
Realized and Unrealized
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gains (losses) included in Earnings related to Instruments still held at
the
Reporting
Date
|
||||||||||||||||||||||||||||||
|
Beginning
Balance
|
|
Included in
Earnings
|
|
Included In Other
Comprehensive
Income
|
|
Included in
Earnings
|
|
Included in Other
Comprehensive
Income
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
in/out of
Level 3
|
|
Other
|
|
Ending
Balance
|
|
|||||||||||||||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Fixed maturity securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage-backed securities
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,862
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,944
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other asset-backed securities
|
562,604
|
|
|
1,410
|
|
|
15,136
|
|
|
—
|
|
|
(10,931
|
)
|
|
100
|
|
|
(59,176
|
)
|
|
—
|
|
|
—
|
|
|
(6,643
|
)
|
|
1,865
|
|
|
504,365
|
|
|
—
|
|
|||||||||||||
U.S. government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
States, municipals, and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Corporate securities
|
664,046
|
|
|
—
|
|
|
27,637
|
|
|
—
|
|
|
(13,089
|
)
|
|
131,822
|
|
|
(169,002
|
)
|
|
—
|
|
|
—
|
|
|
(10,353
|
)
|
|
(4,160
|
)
|
|
626,901
|
|
|
—
|
|
|||||||||||||
Total fixed maturity securities - available-for-sale
|
1,226,653
|
|
|
1,410
|
|
|
42,856
|
|
|
—
|
|
|
(24,020
|
)
|
|
143,784
|
|
|
(228,181
|
)
|
|
—
|
|
|
—
|
|
|
(28,940
|
)
|
|
(2,296
|
)
|
|
1,131,266
|
|
|
—
|
|
|||||||||||||
Fixed maturity securities - trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other asset-backed securities
|
84,563
|
|
|
3,768
|
|
|
—
|
|
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|
(52,835
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
883
|
|
|
35,222
|
|
|
3,483
|
|
|||||||||||||
U.S. government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
States, municipals and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Corporate securities
|
5,492
|
|
|
101
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
5,442
|
|
|
44
|
|
|||||||||||||
Total fixed maturity securities - trading
|
90,055
|
|
|
3,869
|
|
|
—
|
|
|
(1,215
|
)
|
|
—
|
|
|
—
|
|
|
(52,835
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
40,664
|
|
|
3,527
|
|
|||||||||||||
Total fixed maturity securities
|
1,316,708
|
|
|
5,279
|
|
|
42,856
|
|
|
(1,215
|
)
|
|
(24,020
|
)
|
|
143,784
|
|
|
(281,016
|
)
|
|
—
|
|
|
—
|
|
|
(28,940
|
)
|
|
(1,506
|
)
|
|
1,171,930
|
|
|
3,527
|
|
|||||||||||||
Equity securities
|
65,786
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
65,518
|
|
|
3
|
|
|||||||||||||
Other long-term investments
(1)
|
115,516
|
|
|
73,253
|
|
|
—
|
|
|
(28,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,466
|
|
|
44,950
|
|
|||||||||||||
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Total investments
|
1,498,010
|
|
|
78,534
|
|
|
42,856
|
|
|
(29,518
|
)
|
|
(24,020
|
)
|
|
143,784
|
|
|
(281,289
|
)
|
|
—
|
|
|
—
|
|
|
(28,937
|
)
|
|
(1,506
|
)
|
|
1,397,914
|
|
|
48,480
|
|
|||||||||||||
Total assets measured at fair value on a recurring basis
|
$
|
1,498,010
|
|
|
$
|
78,534
|
|
|
$
|
42,856
|
|
|
$
|
(29,518
|
)
|
|
$
|
(24,020
|
)
|
|
$
|
143,784
|
|
|
$
|
(281,289
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28,937
|
)
|
|
$
|
(1,506
|
)
|
|
$
|
1,397,914
|
|
|
$
|
48,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annuity account balances
(2)
|
$
|
87,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,001
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
623
|
|
|
$
|
8,768
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,472
|
|
|
$
|
—
|
|
Other liabilities
(1)
|
405,803
|
|
|
35,703
|
|
|
—
|
|
|
(227,462
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
597,562
|
|
|
(191,759
|
)
|
|||||||||||||
Total liabilities measured at fair value on a recurring basis
|
$
|
493,419
|
|
|
$
|
35,703
|
|
|
$
|
—
|
|
|
$
|
(231,463
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
623
|
|
|
$
|
8,768
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
681,034
|
|
|
$
|
(191,759
|
)
|
(1)
|
Represents certain freestanding and embedded derivatives.
|
(2)
|
Represents liabilities related to fixed indexed annuities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Gains (losses)
included in
Earnings
related to
Instruments
still held at
the Reporting
Date
|
||||||||||||||||||||||||||
|
|
|
Total
Realized and Unrealized
Gains
|
|
Total
Realized and Unrealized
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Beginning
Balance
|
|
Included in
Earnings
|
|
Included in
Other
Comprehensive
Income
|
|
Included in
Earnings
|
|
Included in
Other
Comprehensive
Income
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
in/out of
Level 3
|
|
Other
|
|
Ending
Balance
|
|
|||||||||||||||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Fixed maturity securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage-backed securities
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(1,608
|
)
|
|
23,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,938
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||||||||||||
Other asset-backed securities
|
587,031
|
|
|
6,859
|
|
|
42,865
|
|
|
—
|
|
|
(29,673
|
)
|
|
30,441
|
|
|
(79,314
|
)
|
|
—
|
|
|
—
|
|
|
7,457
|
|
|
(3,062
|
)
|
|
562,604
|
|
|
—
|
|
|||||||||||||
U.S. government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
States, municipals, and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Corporate securities
|
902,119
|
|
|
925
|
|
|
40,574
|
|
|
(4,135
|
)
|
|
(33,151
|
)
|
|
102,425
|
|
|
(225,556
|
)
|
|
—
|
|
|
—
|
|
|
(109,792
|
)
|
|
(9,363
|
)
|
|
664,046
|
|
|
—
|
|
|||||||||||||
Total fixed maturity securities— available-for-sale
|
1,489,153
|
|
|
7,784
|
|
|
83,445
|
|
|
(4,135
|
)
|
|
(64,432
|
)
|
|
156,425
|
|
|
(304,870
|
)
|
|
—
|
|
|
—
|
|
|
(124,273
|
)
|
|
(12,444
|
)
|
|
1,226,653
|
|
|
—
|
|
|||||||||||||
Fixed maturity securities—trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other asset-backed securities
|
152,912
|
|
|
5,386
|
|
|
—
|
|
|
(4,790
|
)
|
|
—
|
|
|
—
|
|
|
(70,270
|
)
|
|
—
|
|
|
—
|
|
|
172
|
|
|
1,153
|
|
|
84,563
|
|
|
594
|
|
|||||||||||||
U.S. government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
States, municipals and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Other government-related securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Corporate securities
|
18,225
|
|
|
713
|
|
|
—
|
|
|
(442
|
)
|
|
—
|
|
|
10,906
|
|
|
(4,071
|
)
|
|
—
|
|
|
—
|
|
|
(19,722
|
)
|
|
(117
|
)
|
|
5,492
|
|
|
101
|
|
|||||||||||||
Total fixed maturity securities—trading
|
171,137
|
|
|
6,099
|
|
|
—
|
|
|
(5,232
|
)
|
|
—
|
|
|
10,906
|
|
|
(74,341
|
)
|
|
—
|
|
|
—
|
|
|
(19,550
|
)
|
|
1,036
|
|
|
90,055
|
|
|
695
|
|
|||||||||||||
Total fixed maturity securities
|
1,660,290
|
|
|
13,883
|
|
|
83,445
|
|
|
(9,367
|
)
|
|
(64,432
|
)
|
|
167,331
|
|
|
(379,211
|
)
|
|
—
|
|
|
—
|
|
|
(143,823
|
)
|
|
(11,408
|
)
|
|
1,316,708
|
|
|
695
|
|
|||||||||||||
Equity securities
|
66,504
|
|
|
—
|
|
|
—
|
|
|
(740
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,786
|
|
|
—
|
|
|||||||||||||
Other long-term investments
(1)
|
68,384
|
|
|
76,606
|
|
|
—
|
|
|
(30,903
|
)
|
|
—
|
|
|
1,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,516
|
|
|
45,703
|
|
|||||||||||||
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Total investments
|
1,795,178
|
|
|
90,489
|
|
|
83,445
|
|
|
(41,010
|
)
|
|
(64,432
|
)
|
|
168,782
|
|
|
(379,211
|
)
|
|
—
|
|
|
—
|
|
|
(143,823
|
)
|
|
(11,408
|
)
|
|
1,498,010
|
|
|
46,398
|
|
|||||||||||||
Total assets measured at fair value on a recurring basis
|
$
|
1,795,178
|
|
|
$
|
90,489
|
|
|
$
|
83,445
|
|
|
$
|
(41,010
|
)
|
|
$
|
(64,432
|
)
|
|
$
|
168,782
|
|
|
$
|
(379,211
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(143,823
|
)
|
|
$
|
(11,408
|
)
|
|
$
|
1,498,010
|
|
|
$
|
46,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annuity account balances
(2)
|
$
|
92,512
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
555
|
|
|
$
|
9,844
|
|
|
$
|
—
|
|
|
$
|
1,249
|
|
|
$
|
87,616
|
|
|
$
|
—
|
|
Other liabilities
(1)
|
375,848
|
|
|
252,324
|
|
|
—
|
|
|
(282,279
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405,803
|
|
|
(29,955
|
)
|
|||||||||||||
Total liabilities measured at fair value on a recurring basis
|
$
|
468,360
|
|
|
$
|
252,324
|
|
|
$
|
—
|
|
|
$
|
(279,135
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
555
|
|
|
$
|
9,844
|
|
|
$
|
—
|
|
|
$
|
1,249
|
|
|
$
|
493,419
|
|
|
$
|
(29,955
|
)
|
(1)
|
Represents certain freestanding and embedded derivatives.
|
(2)
|
Represents liabilities related to fixed indexed annuities.
|
|
|
|
Successor Company
|
||||||||||||||
|
|
|
As of December 31,
|
||||||||||||||
|
|
|
2017
|
|
2016
|
||||||||||||
|
Fair Value
Level
|
|
Carrying
Amounts
|
|
Fair
Values
|
|
Carrying
Amounts
|
|
Fair
Values
|
||||||||
|
|
|
(Dollars In Thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage loans on real estate
|
3
|
|
$
|
6,817,723
|
|
|
$
|
6,740,177
|
|
|
$
|
6,132,125
|
|
|
$
|
5,930,992
|
|
Policy loans
|
3
|
|
1,615,615
|
|
|
1,615,615
|
|
|
1,650,240
|
|
|
1,650,240
|
|
||||
Fixed maturities, held-to-maturity
(1)
|
3
|
|
2,718,904
|
|
|
2,776,327
|
|
|
2,770,177
|
|
|
2,733,340
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stable value product account balances
|
3
|
|
$
|
4,698,371
|
|
|
$
|
4,698,868
|
|
|
$
|
3,501,636
|
|
|
$
|
3,488,877
|
|
Future policy benefits and claims
(2)
|
3
|
|
220,498
|
|
|
220,498
|
|
|
221,634
|
|
|
221,658
|
|
||||
Other policyholders' funds
(3)
|
3
|
|
133,508
|
|
|
134,253
|
|
|
135,367
|
|
|
136,127
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Debt:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse funding obligations
(5)
|
3
|
|
$
|
2,952,822
|
|
|
$
|
2,980,495
|
|
|
$
|
2,973,829
|
|
|
$
|
2,939,387
|
|
(1)
|
Securities purchased from unconsolidated subsidiaries, Red Mountain LLC and Steel City LLC.
|
(2)
|
Single premium immediate annuity without life contingencies.
|
(3)
|
Supplementary contracts without life contingencies.
|
(4)
|
Excludes capital lease obligations of
$1.7 million
.
|
(5)
|
As of December 31, 2017 (Successor Company), carrying amount
$2.7 billion
and a fair value of
$2.8 billion
related to non-recourse funding obligations issued by Golden Gate and Golden Gate V. As of December 31, 2016 (Successor Company),
$2.7 billion
in carrying amount and fair value related to non-recourse funding obligations issued by Golden Gate and Golden Gate V.
|
7.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
•
|
Foreign Currency Futures
|
•
|
Variance Swaps
|
•
|
Interest Rate Futures
|
•
|
Equity Options
|
•
|
Equity Futures
|
•
|
Credit derivatives
|
•
|
Interest Rate Swaps
|
•
|
Interest Rate Swaptions
|
•
|
Volatility Futures
|
•
|
Volatility Options
|
•
|
Funds Withheld Agreement
|
•
|
Total Return Swaps
|
•
|
To hedge a fixed rate note denominated in a foreign currency, the Company entered into a fixed-to-fixed foreign currency swap in order to hedge the foreign currency exchange risk associated with the note. The cash flows received on the swap are identical to the cash flow paid on the note.
|
•
|
The Company uses equity futures, equity options, total return swaps, interest rate futures, interest rate swaps, interest rate swaptions, currency futures, volatility futures, volatility options, and variance swaps to mitigate the risk related to certain guaranteed minimum benefits, including GLWB, within its VA products. In general, the cost of such benefits varies with the level of equity and interest rate markets, foreign currency levels, and overall volatility.
|
•
|
The Company markets certain VA products with a GLWB rider. The GLWB component is considered an embedded derivative, not considered to be clearly and closely related to the host contract.
|
•
|
The Company has a funds withheld account that consists of various derivative instruments held by the Company that are used to hedge the GLWB and GMDB riders. The economic performance of derivatives in the funds withheld account is ceded to Shades Creek. The funds withheld account is accounted for as a derivative financial instrument.
|
•
|
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 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.
|
•
|
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.
|
•
|
The Company and certain of its subsidiaries have an interest support agreement, YRT premium support agreements, and portfolio maintenance agreements with PLC.
|
•
|
The Company uses various swaps and other types of derivatives to manage risk related to other exposures.
|
•
|
The Company is involved in various modified coinsurance arrangements 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 had fair value changes which substantially offset the gains or losses on these embedded derivatives.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Derivatives related to VA contracts:
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate futures - VA
|
$
|
26,015
|
|
|
$
|
(3,450
|
)
|
|
$
|
(14,818
|
)
|
|
$
|
1,413
|
|
Equity futures - VA
|
(91,776
|
)
|
|
(106,431
|
)
|
|
(5,033
|
)
|
|
9,221
|
|
||||
Currency futures - VA
|
(23,176
|
)
|
|
33,836
|
|
|
7,169
|
|
|
7,778
|
|
||||
Equity options - VA
|
(94,791
|
)
|
|
(60,962
|
)
|
|
(27,733
|
)
|
|
3,047
|
|
||||
Interest rate swaptions - VA
|
(2,490
|
)
|
|
(1,161
|
)
|
|
(13,354
|
)
|
|
9,268
|
|
||||
Interest rate swaps - VA
|
27,981
|
|
|
20,420
|
|
|
(85,942
|
)
|
|
122,710
|
|
||||
Total return swaps - VA
|
(32,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Embedded derivative - GLWB
|
(8,526
|
)
|
|
13,306
|
|
|
6,512
|
|
|
(68,503
|
)
|
||||
Funds withheld derivative
|
138,228
|
|
|
115,540
|
|
|
30,117
|
|
|
(9,073
|
)
|
||||
Total derivatives related to VA contracts
|
(60,775
|
)
|
|
11,098
|
|
|
(103,082
|
)
|
|
75,861
|
|
||||
Derivatives related to FIA contracts:
|
|
|
|
|
|
|
|
|
|
|
|||||
Embedded derivative - FIA
|
(55,878
|
)
|
|
(16,494
|
)
|
|
(738
|
)
|
|
1,769
|
|
||||
Equity futures - FIA
|
642
|
|
|
4,248
|
|
|
(355
|
)
|
|
(184
|
)
|
||||
Volatility futures - FIA
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Equity options - FIA
|
44,585
|
|
|
8,149
|
|
|
1,211
|
|
|
(2,617
|
)
|
||||
Total derivatives related to FIA contracts
|
(10,651
|
)
|
|
(4,097
|
)
|
|
123
|
|
|
(1,032
|
)
|
||||
Derivatives related to IUL contracts:
|
|
|
|
|
|
|
|
|
|
|
|||||
Embedded derivative - IUL
|
(14,117
|
)
|
|
9,529
|
|
|
(614
|
)
|
|
(486
|
)
|
||||
Equity futures - IUL
|
(818
|
)
|
|
129
|
|
|
144
|
|
|
3
|
|
||||
Equity options - IUL
|
9,580
|
|
|
3,477
|
|
|
(540
|
)
|
|
(115
|
)
|
||||
Total derivatives related to IUL contracts
|
(5,355
|
)
|
|
13,135
|
|
|
(1,010
|
)
|
|
(598
|
)
|
||||
Embedded derivative - Modco reinsurance treaties
|
(103,009
|
)
|
|
390
|
|
|
166,092
|
|
|
(68,026
|
)
|
||||
Derivatives with PLC
(1)
|
42,699
|
|
|
29,289
|
|
|
(3,778
|
)
|
|
15,863
|
|
||||
Other derivatives
|
50
|
|
|
(25
|
)
|
|
91
|
|
|
(37
|
)
|
||||
Total realized gains (losses) - derivatives
|
$
|
(137,041
|
)
|
|
$
|
49,790
|
|
|
$
|
58,436
|
|
|
$
|
22,031
|
|
(1)
|
These derivatives include an interest support, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.
|
|
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)
|
|
(Ineffective Portion)
|
|||||||
|
|
Benefits and settlement
expenses
|
|
Realized investment
gains (losses)
|
|||||||
|
(Effective Portion)
|
|
|
||||||||
|
(Dollars In Thousands)
|
||||||||||
Successor Company
|
|
|
|
|
|
||||||
For The Year Ended December 31, 2017
|
|
|
|
|
|
||||||
Foreign Currency Swaps
|
$
|
(867
|
)
|
|
$
|
(694
|
)
|
|
$
|
—
|
|
Total
|
$
|
(867
|
)
|
|
$
|
(694
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Successor Company
|
|
|
|
|
|
||||||
For The Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|||
Foreign Currency Swaps
|
$
|
1,058
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
Total
|
$
|
1,058
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Successor Company
|
|
|
|
|
|
||||||
February 1, 2015 to December 31, 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
|
)
|
|
Successor Company
|
||||||||||||||
|
As of December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Other long-term investments
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
$
|
117,178
|
|
|
$
|
6,016
|
|
|
$
|
117,178
|
|
|
$
|
132
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
1,265,000
|
|
|
55,411
|
|
|
1,135,000
|
|
|
71,644
|
|
||||
Total return swaps
|
190,938
|
|
|
135
|
|
|
—
|
|
|
—
|
|
||||
Derivatives with PLC
(1)
|
2,810,469
|
|
|
91,578
|
|
|
2,808,807
|
|
|
48,878
|
|
||||
Embedded derivative - Modco reinsurance treaties
|
64,472
|
|
|
1,009
|
|
|
64,123
|
|
|
2,573
|
|
||||
Embedded derivative - GLWB
|
2,116,935
|
|
|
67,879
|
|
|
2,045,529
|
|
|
64,064
|
|
||||
Interest rate futures
|
1,071,870
|
|
|
3,178
|
|
|
102,587
|
|
|
894
|
|
||||
Equity futures
|
62,266
|
|
|
154
|
|
|
654,113
|
|
|
5,805
|
|
||||
Currency futures
|
1,117
|
|
|
2
|
|
|
340,058
|
|
|
7,883
|
|
||||
Equity options
|
4,436,467
|
|
|
403,961
|
|
|
3,944,444
|
|
|
328,908
|
|
||||
Interest rate swaptions
|
225,000
|
|
|
14
|
|
|
225,000
|
|
|
2,503
|
|
||||
Other
|
157
|
|
|
200
|
|
|
212
|
|
|
149
|
|
||||
|
$
|
12,361,869
|
|
|
$
|
629,537
|
|
|
$
|
11,437,051
|
|
|
$
|
533,433
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
$
|
597,500
|
|
|
$
|
2,960
|
|
|
$
|
575,000
|
|
|
$
|
10,208
|
|
Total return swaps
|
243,388
|
|
|
318
|
|
|
—
|
|
|
—
|
|
||||
Embedded derivative - Modco reinsurance treaties
|
2,390,539
|
|
|
215,247
|
|
|
2,450,692
|
|
|
141,301
|
|
||||
Funds withheld derivative
|
1,502,726
|
|
|
61,729
|
|
|
1,557,237
|
|
|
91,267
|
|
||||
Embedded derivative - GLWB
|
1,939,320
|
|
|
83,427
|
|
|
1,849,400
|
|
|
71,082
|
|
||||
Embedded derivative - FIA
|
1,951,650
|
|
|
218,676
|
|
|
1,496,346
|
|
|
147,368
|
|
||||
Embedded derivative - IUL
|
168,349
|
|
|
80,212
|
|
|
103,838
|
|
|
46,051
|
|
||||
Interest rate futures
|
230,404
|
|
|
917
|
|
|
993,842
|
|
|
6,611
|
|
||||
Equity futures
|
318,795
|
|
|
2,593
|
|
|
102,667
|
|
|
2,907
|
|
||||
Currency futures
|
255,248
|
|
|
2,087
|
|
|
—
|
|
|
—
|
|
||||
Equity options
|
3,112,812
|
|
|
237,807
|
|
|
2,590,160
|
|
|
157,253
|
|
||||
|
$
|
12,710,731
|
|
|
$
|
905,973
|
|
|
$
|
11,719,182
|
|
|
$
|
674,048
|
|
(1)
|
These derivatives include an interest support, YRT premium support, and portfolio maintenance agreements between certain of the Company’s subsidiaries and PLC.
|
8.
|
OFFSETTING OF ASSETS AND LIABILITIES
|
|
Gross
Amounts of
Recognized
Assets
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net Amounts
of Assets
Presented in
the Statement of
Financial
Position
|
|
Gross Amounts
Not Offset
in the Statement of
Financial Position
|
|
|
||||||||||||||
|
|
|
|
Financial
Instruments
|
|
Collateral
Received
|
|
Net Amount
|
|||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Offsetting of Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Free-Standing derivatives
|
$
|
468,871
|
|
|
$
|
—
|
|
|
$
|
468,871
|
|
|
$
|
242,105
|
|
|
$
|
108,830
|
|
|
$
|
117,936
|
|
Total derivatives, subject to a master netting arrangement or similar arrangement
|
468,871
|
|
|
—
|
|
|
468,871
|
|
|
242,105
|
|
|
108,830
|
|
|
117,936
|
|
||||||
Derivatives not subject to a master netting arrangement or similar arrangement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embedded derivative - Modco reinsurance treaties
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
||||||
Embedded derivative - GLWB
|
67,879
|
|
|
—
|
|
|
67,879
|
|
|
—
|
|
|
—
|
|
|
67,879
|
|
||||||
Derivatives with PLC
|
91,578
|
|
|
—
|
|
|
91,578
|
|
|
—
|
|
|
—
|
|
|
91,578
|
|
||||||
Other
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
||||||
Total derivatives, not subject to a master netting arrangement or similar arrangement
|
160,666
|
|
|
—
|
|
|
160,666
|
|
|
—
|
|
|
—
|
|
|
160,666
|
|
||||||
Total derivatives
|
629,537
|
|
|
—
|
|
|
629,537
|
|
|
242,105
|
|
|
108,830
|
|
|
278,602
|
|
||||||
Total Assets
|
$
|
629,537
|
|
|
$
|
—
|
|
|
$
|
629,537
|
|
|
$
|
242,105
|
|
|
$
|
108,830
|
|
|
$
|
278,602
|
|
|
Gross
Amounts of
Recognized
Liabilities
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net Amounts
of Liabilities
Presented in
the
Statement of
Financial
Position
|
|
Gross Amounts
Not Offset
in the Statement of
Financial Position
|
|
|
||||||||||||||
|
|
|
|
Financial
Instruments
|
|
Collateral
Posted
|
|
Net Amount
|
|||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Offsetting of Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Free-Standing derivatives
|
$
|
246,682
|
|
|
$
|
—
|
|
|
$
|
246,682
|
|
|
$
|
242,105
|
|
|
$
|
4,577
|
|
|
$
|
—
|
|
Total derivatives, subject to a master netting arrangement or similar arrangement
|
246,682
|
|
|
—
|
|
|
246,682
|
|
|
242,105
|
|
|
4,577
|
|
|
—
|
|
||||||
Derivatives not subject to a master netting arrangement or similar arrangement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embedded derivative - Modco reinsurance treaties
|
215,247
|
|
|
—
|
|
|
215,247
|
|
|
—
|
|
|
—
|
|
|
215,247
|
|
||||||
Funds withheld derivative
|
61,729
|
|
|
—
|
|
|
61,729
|
|
|
—
|
|
|
—
|
|
|
61,729
|
|
||||||
Embedded derivative - GLWB
|
83,427
|
|
|
—
|
|
|
83,427
|
|
|
—
|
|
|
—
|
|
|
83,427
|
|
||||||
Embedded derivative - FIA
|
218,676
|
|
|
—
|
|
|
218,676
|
|
|
—
|
|
|
—
|
|
|
218,676
|
|
||||||
Embedded derivative - IUL
|
80,212
|
|
|
—
|
|
|
80,212
|
|
|
—
|
|
|
—
|
|
|
80,212
|
|
||||||
Total derivatives, not subject to a master netting arrangement or similar arrangement
|
659,291
|
|
|
—
|
|
|
659,291
|
|
|
—
|
|
|
—
|
|
|
659,291
|
|
||||||
Total derivatives
|
905,973
|
|
|
—
|
|
|
905,973
|
|
|
242,105
|
|
|
4,577
|
|
|
659,291
|
|
||||||
Repurchase agreements
(1)
|
885,000
|
|
|
—
|
|
|
885,000
|
|
|
—
|
|
|
—
|
|
|
885,000
|
|
||||||
Total Liabilities
|
$
|
1,790,973
|
|
|
$
|
—
|
|
|
$
|
1,790,973
|
|
|
$
|
242,105
|
|
|
$
|
4,577
|
|
|
$
|
1,544,291
|
|
(1)
|
Borrowings under repurchase agreements are for a term less than
90
days.
|
|
Gross
Amounts
of
Recognized
Assets
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net
Amounts
of Assets
Presented in
the
Statement of
Financial
Position
|
|
Gross Amounts
Not Offset
in the Statement of
Financial Position
|
|
|
||||||||||||||
|
|
|
|
Financial
Instruments
|
|
Collateral
Received
|
|
Net Amount
|
|||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Offsetting of Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Free-Standing derivatives
|
$
|
417,769
|
|
|
$
|
—
|
|
|
$
|
417,769
|
|
|
$
|
171,384
|
|
|
$
|
100,890
|
|
|
$
|
145,495
|
|
Total derivatives, subject to a master netting arrangement or similar arrangement
|
417,769
|
|
|
—
|
|
|
417,769
|
|
|
171,384
|
|
|
100,890
|
|
|
145,495
|
|
||||||
Derivatives not subject to a master netting arrangement or similar arrangement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embedded derivative - Modco reinsurance treaties
|
2,573
|
|
|
—
|
|
|
2,573
|
|
|
—
|
|
|
—
|
|
|
2,573
|
|
||||||
Embedded derivative - GLWB
|
64,064
|
|
|
—
|
|
|
64,064
|
|
|
—
|
|
|
—
|
|
|
64,064
|
|
||||||
Derivatives with PLC
|
48,878
|
|
|
—
|
|
|
48,878
|
|
|
—
|
|
|
—
|
|
|
48,878
|
|
||||||
Other
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||
Total derivatives, not subject to a master netting arrangement or similar arrangement
|
115,664
|
|
|
—
|
|
|
115,664
|
|
|
—
|
|
|
—
|
|
|
115,664
|
|
||||||
Total derivatives
|
533,433
|
|
|
—
|
|
|
533,433
|
|
|
171,384
|
|
|
100,890
|
|
|
261,159
|
|
||||||
Total Assets
|
$
|
533,433
|
|
|
$
|
—
|
|
|
$
|
533,433
|
|
|
$
|
171,384
|
|
|
$
|
100,890
|
|
|
$
|
261,159
|
|
|
Gross
Amounts
of
Recognized
Liabilities
|
|
Gross
Amounts
Offset in the
Statement of
Financial
Position
|
|
Net
Amounts
of Liabilities
Presented in
the
Statement of
Financial
Position
|
|
Gross Amounts
Not Offset
in the Statement of
Financial Position
|
|
|
||||||||||||||
|
|
|
|
Financial
Instruments
|
|
Collateral
Posted
|
|
Net Amount
|
|||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Offsetting of Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Free-Standing derivatives
|
$
|
176,979
|
|
|
$
|
—
|
|
|
$
|
176,979
|
|
|
$
|
171,384
|
|
|
$
|
5,595
|
|
|
$
|
—
|
|
Total derivatives, subject to a master netting arrangement or similar arrangement
|
176,979
|
|
|
—
|
|
|
176,979
|
|
|
171,384
|
|
|
5,595
|
|
|
—
|
|
||||||
Derivatives not subject to a master netting arrangement or similar arrangement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Embedded derivative - Modco reinsurance treaties
|
141,301
|
|
|
—
|
|
|
141,301
|
|
|
—
|
|
|
—
|
|
|
141,301
|
|
||||||
Funds withheld derivative
|
91,267
|
|
|
—
|
|
|
91,267
|
|
|
—
|
|
|
—
|
|
|
91,267
|
|
||||||
Embedded derivative - GLWB
|
71,082
|
|
|
—
|
|
|
71,082
|
|
|
—
|
|
|
—
|
|
|
71,082
|
|
||||||
Embedded derivative - FIA
|
147,368
|
|
|
—
|
|
|
147,368
|
|
|
—
|
|
|
—
|
|
|
147,368
|
|
||||||
Embedded derivative - IUL
|
46,051
|
|
|
—
|
|
|
46,051
|
|
|
—
|
|
|
—
|
|
|
46,051
|
|
||||||
Total derivatives, not subject to a master netting arrangement or similar arrangement
|
497,069
|
|
|
—
|
|
|
497,069
|
|
|
—
|
|
|
—
|
|
|
497,069
|
|
||||||
Total derivatives
|
674,048
|
|
|
—
|
|
|
674,048
|
|
|
171,384
|
|
|
5,595
|
|
|
497,069
|
|
||||||
Repurchase agreements
(1)
|
797,721
|
|
|
—
|
|
|
797,721
|
|
|
—
|
|
|
—
|
|
|
797,721
|
|
||||||
Total Liabilities
|
$
|
1,471,769
|
|
|
$
|
—
|
|
|
$
|
1,471,769
|
|
|
$
|
171,384
|
|
|
$
|
5,595
|
|
|
$
|
1,294,790
|
|
(1)
|
Borrowings under repurchase agreements are for a term less than
90
days.
|
9.
|
MORTGAGE LOANS
|
Type
|
|
Percentage of
Mortgage Loans
on Real Estate
|
|
Retail
|
|
52.1
|
%
|
Office Buildings
|
|
10.9
|
|
Apartments
|
|
8.8
|
|
Warehouses
|
|
10.4
|
|
Senior housing
|
|
13.7
|
|
Other
|
|
4.1
|
|
|
|
100.0
|
%
|
State
|
|
Percentage of
Mortgage Loans
on Real Estate
|
|
Alabama
|
|
9.6
|
%
|
Florida
|
|
9.4
|
|
Texas
|
|
8.4
|
|
Georgia
|
|
7.9
|
|
Ohio
|
|
5.5
|
|
Tennessee
|
|
5.3
|
|
California
|
|
5.2
|
|
South Carolina
|
|
3.3
|
|
North Carolina
|
|
4.9
|
|
Utah
|
|
4.9
|
|
|
|
64.4
|
%
|
|
Successor Company
|
||||||
|
As of
December 31, 2017 |
|
As of
December 31, 2016 |
||||
|
(Dollars In Thousands)
|
||||||
Beginning balance
|
$
|
724
|
|
|
$
|
—
|
|
Charge offs
|
(6,708
|
)
|
|
(4,682
|
)
|
||
Recoveries
|
(731
|
)
|
|
—
|
|
||
Provision
|
6,715
|
|
|
5,406
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
724
|
|
|
30-59 Days
Delinquent
|
|
60-89 Days
Delinquent
|
|
Greater
than 90 Days
Delinquent
|
|
Total
Delinquent
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial mortgage loans
|
$
|
1,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,817
|
|
Number of delinquent commercial mortgage loans
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial mortgage loans
|
$
|
3,669
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,669
|
|
Number of delinquent commercial mortgage loans
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash Basis
Interest
Income
|
||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
With no related allowance recorded
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
With an allowance recorded
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
With no related allowance recorded
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
With an allowance recorded
|
1,819
|
|
|
1,819
|
|
|
724
|
|
|
1,819
|
|
|
96
|
|
|
96
|
|
|
Number of
contracts
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
||||
|
|
|
(Dollars In Thousands)
|
||||||
Successor Company
|
|
|
|
|
|
||||
As of December 31, 2017
|
|
|
|
|
|
|
|
||
Troubled debt restructuring:
|
|
|
|
|
|
|
|
||
Commercial mortgage loans
|
1
|
|
$
|
418
|
|
|
$
|
418
|
|
10.
|
DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED
|
|
Successor Company
|
||||||
|
As of
December 31, 2017 |
|
As of
December 31, 2016 |
||||
|
|
||||||
Balance, beginning of period
|
$
|
576,685
|
|
|
$
|
291,497
|
|
Capitalization of commissions, sales, and issue expenses
|
335,601
|
|
|
330,302
|
|
||
Amortization
|
(53,604
|
)
|
|
(49,179
|
)
|
||
Change due to unrealized investment gains and losses
|
(15,234
|
)
|
|
4,065
|
|
||
Balance, end of period
|
$
|
843,448
|
|
|
$
|
576,685
|
|
|
Successor Company
|
||||||
|
As of
December 31, 2017 |
|
As of
December 31, 2016
|
||||
|
(Dollars In Thousands)
|
||||||
Balance, beginning of period
|
$
|
1,447,839
|
|
|
$
|
1,270,876
|
|
Acquisitions
|
—
|
|
|
285,092
|
|
||
Amortization
|
(25,839
|
)
|
|
(101,119
|
)
|
||
Change due to unrealized investment gains and losses
|
(60,047
|
)
|
|
(7,010
|
)
|
||
Balance, end of period
|
$
|
1,361,953
|
|
|
$
|
1,447,839
|
|
|
|
Expected
|
||
Years
|
|
Amortization
|
||
|
|
(Dollars In Thousands)
|
||
2018
|
|
$
|
122,333
|
|
2019
|
|
117,483
|
|
|
2020
|
|
102,464
|
|
|
2021
|
|
89,906
|
|
|
2022
|
|
82,782
|
|
12.
|
CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to
January 31, 2015
|
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Beginning balance
|
$
|
27,835
|
|
|
$
|
29,931
|
|
|
$
|
23,893
|
|
|
$
|
21,695
|
|
Incurred guarantee benefits
|
(504
|
)
|
|
(682
|
)
|
|
8,285
|
|
|
2,506
|
|
||||
Less: Paid guarantee benefits
|
720
|
|
|
1,414
|
|
|
2,247
|
|
|
442
|
|
||||
Ending balance
|
$
|
26,611
|
|
|
$
|
27,835
|
|
|
$
|
29,931
|
|
|
$
|
23,759
|
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
Equity mutual funds
|
$
|
8,798,847
|
|
|
$
|
8,071,204
|
|
Fixed income mutual funds
|
5,005,663
|
|
|
5,085,864
|
|
||
Total
|
$
|
13,804,510
|
|
|
$
|
13,157,068
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to
January 31, 2015
|
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Deferred asset, beginning of period
|
$
|
22,497
|
|
|
$
|
11,756
|
|
|
$
|
—
|
|
|
$
|
155,150
|
|
Amounts deferred
|
14,246
|
|
|
16,212
|
|
|
14,557
|
|
|
82
|
|
||||
Amortization
|
(5,787
|
)
|
|
(5,471
|
)
|
|
(2,801
|
)
|
|
(1,139
|
)
|
||||
Deferred asset, end of period
|
$
|
30,956
|
|
|
$
|
22,497
|
|
|
$
|
11,756
|
|
|
$
|
154,093
|
|
13.
|
REINSURANCE
|
•
|
Security Life of Denver Insurance Co. (currently administered by Hannover Re)
|
•
|
Swiss Re Life & Health America Inc.
|
•
|
The Lincoln National Life Insurance Co. (currently administered by Swiss Re Life & Health America Inc.)
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Millions)
|
||||||
Direct life insurance in-force
|
$
|
751,512
|
|
|
$
|
739,249
|
|
Amounts assumed from other companies
|
110,205
|
|
|
116,265
|
|
||
Amounts ceded to other companies
|
(328,377
|
)
|
|
(348,995
|
)
|
||
Net life insurance in-force
|
$
|
533,340
|
|
|
$
|
506,519
|
|
|
|
|
|
||||
Percentage of amount assumed to net
|
21
|
%
|
|
23
|
%
|
|
Gross
Amount
|
|
Ceded to
Other
Companies
|
|
Assumed
from
Other
Companies
|
|
Net
Amount
|
|
||||||||
|
(Dollars In Thousands)
|
|||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
|
||||||||
For The Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Premiums and policy fees:
|
|
|
|
|
|
|
|
-1
|
||||||||
Life insurance
|
$
|
2,655,846
|
|
|
$
|
(1,230,258
|
)
|
|
$
|
435,113
|
|
|
$
|
1,860,701
|
|
(1)
|
Accident/health insurance
|
51,991
|
|
|
(33,052
|
)
|
|
14,946
|
|
|
33,885
|
|
|
||||
Property and liability insurance
|
288,809
|
|
|
(103,786
|
)
|
|
9,657
|
|
|
194,680
|
|
|
||||
Total
|
$
|
2,996,646
|
|
|
$
|
(1,367,096
|
)
|
|
$
|
459,716
|
|
|
$
|
2,089,266
|
|
|
For The Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|||||||
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|||||||
Life insurance
|
$
|
2,610,682
|
|
|
$
|
(1,207,159
|
)
|
|
$
|
454,999
|
|
|
$
|
1,858,522
|
|
(1)
|
Accident/health insurance
|
58,076
|
|
|
(36,935
|
)
|
|
17,439
|
|
|
38,580
|
|
|
||||
Property and liability insurance
|
242,517
|
|
|
(86,629
|
)
|
|
5,706
|
|
|
161,594
|
|
|
||||
Total
|
$
|
2,911,275
|
|
|
$
|
(1,330,723
|
)
|
|
$
|
478,144
|
|
|
$
|
2,058,696
|
|
|
February 1, 2015 to December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life insurance
|
$
|
2,360,643
|
|
|
$
|
(1,058,706
|
)
|
|
$
|
308,280
|
|
|
$
|
1,610,217
|
|
(1)
|
Accident/health insurance
|
70,243
|
|
|
(36,871
|
)
|
|
18,252
|
|
|
51,624
|
|
|
||||
Property and liability insurance
|
228,500
|
|
|
(79,294
|
)
|
|
6,904
|
|
|
156,110
|
|
|
||||
Total
|
$
|
2,659,386
|
|
|
$
|
(1,174,871
|
)
|
|
$
|
333,436
|
|
|
$
|
1,817,951
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Gross
Amount
|
|
Ceded to
Other
Companies
|
|
Assumed
from
Other
Companies
|
|
Net
Amount
|
|
||||||||
|
(Dollars In Thousands)
|
|||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
||||||||
January 1, 2015 to January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life insurance
|
$
|
204,185
|
|
|
$
|
(80,657
|
)
|
|
$
|
28,601
|
|
|
$
|
152,129
|
|
(1)
|
Accident/health insurance
|
6,846
|
|
|
(4,621
|
)
|
|
1,809
|
|
|
4,034
|
|
|
||||
Property and liability insurance
|
18,475
|
|
|
(6,354
|
)
|
|
666
|
|
|
12,787
|
|
|
||||
Total
|
$
|
229,506
|
|
|
$
|
(91,632
|
)
|
|
$
|
31,076
|
|
|
$
|
168,950
|
|
|
(1)
|
Includes annuity policy fees of
$173.5 million
,
$80.1 million
,
$77.2 million
, and
$7.7 million
for the year ended
December 31, 2017
(Successor Company), for the year ended December 31, 2016 (Successor Company), the periods of
February 1, 2015 to December 31, 2015
(Successor Company) and January 1, 2015 to January 31, 2015 (Predecessor Company), respectively.
|
|
Successor Company
|
||||||||||
|
As of December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Reinsurance Receivable
|
|
A.M. Best
Rating
|
|
Reinsurance
Receivable
|
|
A.M. Best
Rating
|
||||
|
(Dollars In Millions)
|
||||||||||
Security Life of Denver Insurance Company
|
$
|
740.8
|
|
|
A
|
|
$
|
762.2
|
|
|
A
|
Swiss Re Life & Health America, Inc.
|
614.8
|
|
|
A+
|
|
682.6
|
|
|
A+
|
||
Lincoln National Life Insurance Co.
|
489.1
|
|
|
A+
|
|
530.9
|
|
|
A+
|
||
Transamerica Life Insurance Co.
|
335.6
|
|
|
A+
|
|
367.8
|
|
|
A+
|
||
SCOR Global Life
(1)
|
331.8
|
|
|
A+
|
|
354.8
|
|
|
A
|
||
RGA Reinsurance Company
|
278.3
|
|
|
A+
|
|
269.0
|
|
|
A+
|
||
American United Life Insurance Company
|
266.7
|
|
|
A+
|
|
285.6
|
|
|
A+
|
||
Scottish Re (U.S.) Inc.
|
249.5
|
|
|
NR
|
|
232.8
|
|
|
NR
|
||
Centre Reinsurance (Bermuda) Ltd
|
212.2
|
|
|
NR
|
|
243.6
|
|
|
NR
|
||
Employers Reassurance Corporation
|
193.9
|
|
|
A-
|
|
201.7
|
|
|
A-
|
(1)
|
Includes SCOR Global Life Americas Reinsurance Company, SCOR Global Life USA Reinsurance Co, and SCOR Global Life Reinsurance Co of Delaware
|
14.
|
DEBT
AND OTHER OBLIGATIONS
|
Issuer
|
|
Outstanding Principal
|
|
Carrying Value
(1)
|
|
Maturity
Year
|
|
Year-to-Date
Weighted-
Avg
Interest Rate
|
|||||
|
|
(Dollars In Thousands)
|
|
|
|
|
|||||||
Successor Company
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|||||
Golden Gate Captive Insurance Company
(2)(3)
|
|
$
|
2,014,000
|
|
|
$
|
2,014,000
|
|
|
2039
|
|
4.75
|
%
|
Golden Gate II Captive Insurance Company
|
|
309,849
|
|
|
255,132
|
|
|
2052
|
|
3.11
|
%
|
||
Golden Gate V Vermont Captive Insurance Company
(2)(3)
|
|
620,000
|
|
|
681,285
|
|
|
2037
|
|
5.12
|
%
|
||
MONY Life Insurance Company
(3)
|
|
1,091
|
|
|
2,405
|
|
|
2024
|
|
6.19
|
%
|
||
Total
|
|
$
|
2,944,940
|
|
|
$
|
2,952,822
|
|
|
|
|
|
|
Issuer
|
|
Outstanding Principal
|
|
Carrying Value
(1)
|
|
Maturity
Year |
|
Year-to-Date
Weighted- Avg Interest Rate |
|||||
|
|
(Dollars In Thousands)
|
|
|
|
|
|||||||
Successor Company
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|||||
Golden Gate Captive Insurance Company
(3)
|
|
$
|
2,116,000
|
|
|
$
|
2,116,000
|
|
|
2039
|
|
4.75
|
%
|
Golden Gate II Captive Insurance Company
|
|
278,949
|
|
|
227,338
|
|
|
2052
|
|
1.30
|
%
|
||
Golden Gate V Vermont Captive Insurance Company
(3)
|
|
565,000
|
|
|
628,025
|
|
|
2037
|
|
5.12
|
%
|
||
MONY Life Insurance Company
(3)
|
|
1,091
|
|
|
2,466
|
|
|
2024
|
|
6.19
|
%
|
||
Total
|
|
$
|
2,961,040
|
|
|
$
|
2,973,829
|
|
|
|
|
|
(1)
|
Carrying values include premiums and discounts and do no represent unpaid principal balances.
|
(2)
|
Obligations are issued to non-consolidated subsidiaries of PLC. These obligations collateralize certain held-to-maturity securities issued by wholly owned subsidiaries of the Company.
|
(3)
|
Fixed rate obligations
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||||||
|
As of December 31, 2017 (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
|
$
|
307,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
307,633
|
|
Mortgage loans
|
698,974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
698,974
|
|
|||||
Total repurchase agreements and repurchase-to-maturity transactions
|
$
|
1,006,607
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,006,607
|
|
Securities lending transactions
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate securities
|
118,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,817
|
|
|||||
Equity securities
|
5,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,699
|
|
|||||
Redeemable preferred stock
|
755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755
|
|
|||||
Total securities lending transactions
|
125,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,271
|
|
|||||
Total securities
|
$
|
1,131,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,131,878
|
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||||||
|
As of December 31, 2016 (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
|
$
|
357,705
|
|
|
$
|
23,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
381,463
|
|
Mortgage loans
|
480,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480,269
|
|
|||||
Total securities
|
$
|
837,974
|
|
|
$
|
23,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
861,732
|
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
|
For The Year Ended
December 31, 2017
|
|
For The Year Ended
December 31, 2016
|
|
February 1, 2015
to
December 31, 2015
|
|
January 1, 2015
to
January 31, 2015
|
||||||||
|
|
(Dollars In Millions)
|
|
(Dollars In Millions)
|
||||||||||||
Non-recourse funding obligations, other obligations, and repurchase agreements
|
|
$
|
177.7
|
|
|
$
|
170.8
|
|
|
$
|
106.4
|
|
|
$
|
10.0
|
|
Total interest expense
|
|
$
|
177.7
|
|
|
$
|
170.8
|
|
|
$
|
106.4
|
|
|
$
|
10.0
|
|
15.
|
COMMITMENTS AND CONTINGENCIES
|
Year
|
|
Amount
|
||
|
|
(Dollars In Thousands)
|
||
2018
|
|
$
|
4,562
|
|
2019
|
|
4,320
|
|
|
2020
|
|
4,044
|
|
|
2021
|
|
3,778
|
|
|
2022
|
|
3,520
|
|
|
Thereafter
|
|
8,945
|
|
Year
|
|
Amount
|
||
|
|
(Dollars In Thousands)
|
||
2018
|
|
$
|
77,219
|
|
|
Requirement
|
|
Actual Results
|
Consolidated net worth margin
|
greater than or equal to $0
|
|
greater than $4 billion
|
Debt to total capital ratio
|
less than 40%
|
|
less than 19%
|
Total adjusted capital ratio
|
greater than or equal to $0
|
|
greater than $3 billion
|
Interest cash inflow available compared to adjusted consolidated interest expense
|
greater than 2.0 to 1
|
|
greater than 9.0 to 1
|
16.
|
SHAREOWNER’S EQUITY
|
17.
|
EMPLOYEE BENEFIT PLANS
|
•
|
Employees hired after December 31, 2007 and any former employee hired after that date, will receive a cash balance benefit.
|
•
|
Employees active on December 31, 2007, with age plus years of vesting service less than
55 years
, will receive a final pay-based pension benefit for service through December 31, 2007, plus a cash balance benefit for service after December 31, 2007.
|
•
|
Employees active on December 31, 2007, with age plus years of vesting service equaling or exceeding
55 years
, will receive a final pay-based pension benefit for service both before and after December 31, 2007, with a modest reduction in the formula for benefits earned after December 31, 2007.
|
•
|
All participants terminating employment on or after December of 2007 may elect to receive a lump sum benefit.
|
|
Successor Company
|
||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Qualified Pension Plan
|
|
Nonqualified Excess
Pension Plan
|
|
Qualified Pension Plan
|
|
Nonqualified
Excess
Pension PLan
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Accumulated benefit obligation, end of year
|
$
|
278,084
|
|
|
$
|
50,149
|
|
|
$
|
247,595
|
|
|
$
|
45,594
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
265,848
|
|
|
$
|
47,802
|
|
|
$
|
268,221
|
|
|
$
|
56,985
|
|
Service cost
|
12,011
|
|
|
1,350
|
|
|
12,791
|
|
|
1,413
|
|
||||
Interest cost
|
9,846
|
|
|
1,480
|
|
|
9,751
|
|
|
1,353
|
|
||||
Amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss/(gain)
|
26,539
|
|
|
7,861
|
|
|
5,988
|
|
|
4,124
|
|
||||
Benefits paid
|
(13,821
|
)
|
|
(3,903
|
)
|
|
(30,903
|
)
|
|
(16,073
|
)
|
||||
Projected benefit obligation at end of year
|
300,423
|
|
|
54,590
|
|
|
265,848
|
|
|
47,802
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
201,843
|
|
|
—
|
|
|
196,042
|
|
|
—
|
|
||||
Actual return on plan assets
|
29,404
|
|
|
—
|
|
|
15,815
|
|
|
—
|
|
||||
Employer contributions
(1)
|
43,500
|
|
|
3,903
|
|
|
20,889
|
|
|
16,073
|
|
||||
Benefits paid
(2)
|
(13,821
|
)
|
|
(3,903
|
)
|
|
(30,903
|
)
|
|
(16,073
|
)
|
||||
Fair value of plan assets at end of year
|
260,926
|
|
|
—
|
|
|
201,843
|
|
|
—
|
|
||||
After reflecting FASB guidance:
|
|
|
|
|
|
|
|
||||||||
Funded status
|
(39,497
|
)
|
|
(54,590
|
)
|
|
(64,005
|
)
|
|
(47,802
|
)
|
||||
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
|
|
||||||
Other liabilities
|
(39,497
|
)
|
|
(54,590
|
)
|
|
(64,005
|
)
|
|
(47,802
|
)
|
||||
Amounts recognized in accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||
Net actuarial loss/(gain)
|
2,850
|
|
|
13,521
|
|
|
(7,855
|
)
|
|
6,294
|
|
||||
Prior service cost/(credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total amounts recognized in AOCI
|
$
|
2,850
|
|
|
$
|
13,521
|
|
|
$
|
(7,855
|
)
|
|
$
|
6,294
|
|
(1)
|
Employer contributions disclosed are based on the Company's fiscal filing year
|
(2)
|
Includes amount related to Mr. Johns' conversion of his benefit under the Nonqualified Excess Pension Plan to a Retirement Pay Deferral Account as discussed above in Nonqualified Excess Pension Plan.
|
|
Successor Company
|
||||||||||
|
Qualified Pension Plan
|
|
Nonqualified Excess
Pension Plan |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.55
|
%
|
|
4.04
|
%
|
|
3.26
|
%
|
|
3.60
|
%
|
Rate of compensation increase
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
Successor Company
|
||||||||||||||||
|
For The Year Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Qualified Pension Plan
|
|
Nonqualified Excess Pension Plan
|
||||||||||||||
Discount rate
|
4.04
|
%
|
|
4.29
|
%
|
|
3.95
|
%
|
|
3.60
|
%
|
|
3.63
|
%
|
|
3.63
|
%
|
Rate of compensation increase
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and
above |
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
|
4.75% prior to age 40/ 3.75% for age 40 and above
|
|
Expected long-term return on plan assets
|
7.00
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||||||||||||||||||
|
For The Year Ended
December 31, 2017 |
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||
|
Qualified
Pension
Plan
|
|
Nonqualified
Excess
Pension
Plan
|
|
Qualified
Pension Plan |
|
Nonqualified
Excess Pension Plan |
|
Qualified
Pension Plan |
|
Nonqualified
Excess Pension Plan |
|
Qualified
Pension Plan |
|
Nonqualified
Excess Pension Plan |
||||||||||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||||||||||||||||||
Service cost — benefits earned during the period
|
$
|
12,011
|
|
|
$
|
1,350
|
|
|
$
|
12,791
|
|
|
$
|
1,413
|
|
|
$
|
11,220
|
|
|
$
|
1,229
|
|
|
$
|
974
|
|
|
$
|
95
|
|
Interest cost on projected benefit obligation
|
9,846
|
|
|
1,480
|
|
|
9,751
|
|
|
1,353
|
|
|
9,072
|
|
|
1,499
|
|
|
1,002
|
|
|
140
|
|
||||||||
Expected return on plan assets
|
(13,570
|
)
|
|
—
|
|
|
(13,780
|
)
|
|
—
|
|
|
(13,214
|
)
|
|
—
|
|
|
(1,293
|
)
|
|
—
|
|
||||||||
Amortization of prior service cost/(credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
1
|
|
||||||||
Amortization of actuarial loss/(gain)
(1)
|
—
|
|
|
634
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
668
|
|
|
138
|
|
||||||||
Preliminary net periodic benefit cost
|
8,287
|
|
|
3,464
|
|
|
8,762
|
|
|
2,944
|
|
|
7,078
|
|
|
2,728
|
|
|
1,318
|
|
|
374
|
|
||||||||
Settlement/curtailment expense
(2)
|
—
|
|
|
—
|
|
|
(964
|
)
|
|
2,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total net periodic benefit cost
|
$
|
8,287
|
|
|
$
|
3,464
|
|
|
$
|
7,798
|
|
|
$
|
5,079
|
|
|
$
|
7,078
|
|
|
$
|
2,728
|
|
|
$
|
1,318
|
|
|
$
|
374
|
|
(1)
|
2017
average remaining service period used is
9.24 years
and
8.23 years
for the Qualified Pension Plan and Nonqualified Excess Pension Plan, respectively.
|
(2)
|
The Nonqualified Excess Pension Plan triggered settlement accounting for the year ended December 31, 2016 since the total lump sum payments exceeded the settlement threshold of service cost plus interest cost.
|
Years
|
|
Qualified
Pension Plan
|
|
Nonqualified Excess
Pension Plan
|
||||
|
|
(Dollars In Thousands)
|
||||||
2018
|
|
$
|
19,479
|
|
|
$
|
3,542
|
|
2019
|
|
20,719
|
|
|
7,242
|
|
||
2020
|
|
21,062
|
|
|
6,087
|
|
||
2021
|
|
21,351
|
|
|
5,709
|
|
||
2022
|
|
23,537
|
|
|
6,267
|
|
||
2023 - 2027
|
|
116,400
|
|
|
23,324
|
|
|
|
Successor Company
|
|||||||
Asset Category
|
|
Target
Allocation for 2018 |
|
2017
(1)
|
|
2016
|
|||
Cash and cash equivalents
|
|
2
|
%
|
|
15
|
%
|
|
2
|
%
|
Equity securities
|
|
60
|
|
|
55
|
|
|
61
|
|
Fixed income
|
|
38
|
|
|
30
|
|
|
37
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Successor Company
|
||||||
|
|
As of December 31,
|
||||||
Asset Category
|
|
2017
|
|
2016
|
||||
|
|
(Dollars In Thousands)
|
||||||
Cash and cash equivalents
|
|
$
|
39,897
|
|
|
$
|
4,175
|
|
Equity securities:
|
|
|
|
|
|
|
||
Collective Russell 3000 equity index fund
|
|
74,511
|
|
|
67,627
|
|
||
Fidelity Spartan 500 index fund
|
|
71,632
|
|
|
58,815
|
|
||
Fixed income
|
|
74,886
|
|
|
71,226
|
|
||
Total investments
|
|
260,926
|
|
|
201,843
|
|
||
Employer contribution receivable
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
260,926
|
|
|
$
|
201,843
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Collective short-term investment fund
|
$
|
39,897
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,897
|
|
Collective investment funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity index funds
|
71,632
|
|
|
74,511
|
|
|
—
|
|
|
146,143
|
|
||||
Group deposit administration annuity contract
|
—
|
|
|
—
|
|
|
74,886
|
|
|
74,886
|
|
||||
Total investments
|
$
|
111,529
|
|
|
$
|
74,511
|
|
|
$
|
74,886
|
|
|
$
|
260,926
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Collective short-term investment fund
|
$
|
4,175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,175
|
|
Collective investment funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity index funds
|
58,815
|
|
|
67,627
|
|
|
—
|
|
|
126,442
|
|
||||
Group deposit administration annuity contract
|
—
|
|
|
—
|
|
|
71,226
|
|
|
71,226
|
|
||||
Total investments
|
$
|
62,990
|
|
|
$
|
67,627
|
|
|
$
|
71,226
|
|
|
$
|
201,843
|
|
Name
|
|
Fair Value
|
|
Unfunded
Commitments
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
||
|
|
(Dollars In Thousands)
|
|
|
|
|
|
|
||
Successor Company
|
|
|
|
|
|
|
|
|
||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
Collective short-term investment fund
|
|
$
|
39,897
|
|
|
Not Applicable
|
|
Daily
|
|
1 day
|
Collective Russell 3000 index fund
(1)
|
|
74,511
|
|
|
Not Applicable
|
|
Daily
|
|
1 day
|
|
Fidelity Spartan 500 index fund
|
|
71,632
|
|
|
Not Applicable
|
|
Daily
|
|
1 day
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Collective short-term investment fund
|
|
$
|
4,175
|
|
|
Not Applicable
|
|
Daily
|
|
1 day
|
Collective Russell 3000 index fund
(1)
|
|
67,627
|
|
|
Not Applicable
|
|
Daily
|
|
1 day
|
|
Fidelity Spartan 500 index fund
|
|
58,815
|
|
|
Not Applicable
|
|
Daily
|
|
1 day
|
(1)
|
Non-lending collective trust that does not publish a daily NAV but tracks the Russell 3000 index and provides a daily NAV to the Plan.
|
|
Successor Company
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(Dollars In Thousands)
|
||||||
Balance, beginning of year
|
$
|
71,226
|
|
|
$
|
67,707
|
|
Interest income
|
3,660
|
|
|
3,519
|
|
||
Transfers from collective short-term investments fund
|
—
|
|
|
—
|
|
||
Transfers to collective short-term investments fund
|
—
|
|
|
—
|
|
||
Balance, end of year
|
$
|
74,886
|
|
|
$
|
71,226
|
|
Instrument
|
|
Fair Value
|
|
Principal
Valuation
Technique
|
|
Significant
Unobservable
Inputs
|
|
Range of
Significant Input
Values
|
||
|
|
(Dollars In Thousands)
|
|
|
|
|
|
|
||
Group deposit administration annuity contract
|
|
$
|
74,886
|
|
|
Contract Value
|
|
Contract Rate
|
|
5.10% - 5.19%
|
|
Successor Company
|
||||||
Postretirement Life Insurance Plan
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||
|
(Dollars In Thousands)
|
||||||
Change in Benefit Obligation
|
|
|
|
|
|||
Benefit obligation, beginning of year
|
$
|
9,634
|
|
|
$
|
9,063
|
|
Service cost
|
122
|
|
|
102
|
|
||
Interest cost
|
354
|
|
|
338
|
|
||
Actuarial (gain)/loss
|
1,347
|
|
|
604
|
|
||
Benefits paid
|
(479
|
)
|
|
(473
|
)
|
||
Benefit obligation, end of year
|
$
|
10,978
|
|
|
$
|
9,634
|
|
|
|
Successor Company
|
||||||
|
|
As of December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Dollars In Thousands)
|
||||||
Category of Investment
|
|
|
|
|
||||
Money market fund
|
|
$
|
5,104
|
|
|
$
|
5,362
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Money market fund
|
$
|
5,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,104
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Money market fund
|
$
|
5,362
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,362
|
|
18.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
Successor Company
|
|
Unrealized
Gains and Losses
on Investments
(2)
|
|
Accumulated
Gain and Loss
Derivatives
|
|
Total
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||
|
|
(Dollars In Thousands, Net of Tax)
|
||||||||||
Beginning Balance, December 31, 2016
|
|
$
|
(655,767
|
)
|
|
$
|
727
|
|
|
$
|
(655,040
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
699,097
|
|
|
(563
|
)
|
|
698,534
|
|
|||
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings
|
|
7,153
|
|
|
—
|
|
|
7,153
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
(1)
|
|
(944
|
)
|
|
451
|
|
|
(493
|
)
|
|||
Net current-period other comprehensive income (loss)
|
|
705,306
|
|
|
(112
|
)
|
|
705,194
|
|
|||
Cumulative effect adjustments
|
|
(26,470
|
)
|
|
132
|
|
|
(26,338
|
)
|
|||
Ending Balance, December 31, 2017
|
|
$
|
23,069
|
|
|
$
|
747
|
|
|
$
|
23,816
|
|
(1)
|
See Reclassification table below for details.
|
(2)
|
As of December 31, 2016 (Successor Company) and
December 31, 2017
(Successor Company), net unrealized losses reported in AOCI were offset by
$424.1 million
and
$(6.3) 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.
|
Successor Company
|
|
Unrealized
Gains and Losses on Investments
(2)
|
|
Accumulated Gain and Loss Derivatives
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
|
|
(Dollars In Thousands, Net of Tax)
|
||||||||||
Beginning Balance, December 31, 2015
|
|
$
|
(1,246,391
|
)
|
|
$
|
—
|
|
|
$
|
(1,246,391
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
606,848
|
|
|
688
|
|
|
607,536
|
|
|||
Other comprehensive income (loss) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings
|
|
(6,782
|
)
|
|
—
|
|
|
(6,782
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
(1)
|
|
(9,442
|
)
|
|
39
|
|
|
(9,403
|
)
|
|||
Net current-period other comprehensive income (loss)
|
|
590,624
|
|
|
727
|
|
|
591,351
|
|
|||
Ending Balance, December 31, 2016
|
|
$
|
(655,767
|
)
|
|
$
|
727
|
|
|
$
|
(655,040
|
)
|
(1)
|
See Reclassification table below for details.
|
(2)
|
As of December 31, 2015 (Successor Company) and December 31, 2016 (Successor Company), net unrealized losses reported in AOCI were offset by
$623.0 million
and
$424.1 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.
|
Successor Company
|
|
Unrealized
Gains and Losses
on Investments
(2)
|
|
Accumulated
Gain and Loss
Derivatives
|
|
Total
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||
|
|
(Dollars In Thousands, Net of Tax)
|
||||||||||
Beginning Balance, February 1, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss) before reclassifications
|
|
(1,263,367
|
)
|
|
(86
|
)
|
|
(1,263,453
|
)
|
|||
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)
|
|
17,369
|
|
|
86
|
|
|
17,455
|
|
|||
Net current-period other comprehensive income (loss)
|
|
(1,246,391
|
)
|
|
—
|
|
|
(1,246,391
|
)
|
|||
Ending Balance, December 31, 2015
|
|
$
|
(1,246,391
|
)
|
|
$
|
—
|
|
|
$
|
(1,246,391
|
)
|
(1)
|
See Reclassification table below for details.
|
(2)
|
As of December 31, 2015 (Successor Company), net unrealized losses reported in AOCI were offset by
$623.0 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.
|
|
Predecessor Company
|
|
Unrealized
Gains and Losses
on Investments
(2)
|
|
Accumulated
Gain and Loss
Derivatives
|
|
Total
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||
|
|
(Dollars In Thousands, Net of Tax)
|
||||||||||
Beginning Balance, December 31, 2014
|
|
$
|
1,483,293
|
|
|
$
|
(82
|
)
|
|
$
|
1,483,211
|
|
Other comprehensive income (loss) before reclassifications
|
|
482,143
|
|
|
9
|
|
|
482,152
|
|
|||
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
|
|
|
(4,143
|
)
|
|||
Net current-period other comprehensive income (loss)
|
|
477,734
|
|
|
32
|
|
|
477,766
|
|
|||
Ending Balance, January 31, 2015
|
|
$
|
1,961,027
|
|
|
$
|
(50
|
)
|
|
$
|
1,960,977
|
|
(1)
|
See Reclassification table below for details.
|
(2)
|
As of January 31, 2015 and December 31, 2014 (Predecessor Company), net unrealized losses reported in AOCI were offset by
$(492.6) million
and
$(504.4) 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.
|
|
Amount
Reclassified
from Accumulated
Other Comprehensive
Income (Loss)
|
|
Affected Line Item in the Consolidated
Statements of Income
|
||
|
(Dollars In Thousands)
|
|
|
||
Successor Company
|
|
|
|
||
For The Year Ended December 31, 2017
|
|
|
|
|
|
Gains and losses on derivative instruments
|
|
|
|
|
|
Net settlement (expense)/benefit
(1)
|
$
|
(694
|
)
|
|
Benefits and settlement expenses, net of reinsurance ceded
|
|
(694
|
)
|
|
Total before tax
|
|
|
243
|
|
|
Tax (expense) or benefit
|
|
|
$
|
(451
|
)
|
|
Net of tax
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale securities
|
|
|
|
|
|
Net investment gains/losses
|
$
|
10,453
|
|
|
Realized investment gains (losses): All other investments
|
Impairments recognized in earnings
|
(9,112
|
)
|
|
Net impairment losses recognized in earnings
|
|
|
1,341
|
|
|
Total before tax
|
|
|
(397
|
)
|
|
Tax (expense) or benefit
|
|
|
$
|
944
|
|
|
Net of tax
|
(1)
|
See Note 7,
Derivative Financial Instruments
for additional information.
|
|
Amount
Reclassified
from Accumulated
Other Comprehensive
Income (Loss)
|
|
Affected Line Item in the Consolidated
Statements of Income
|
||
|
(Dollars In Thousands)
|
|
|
||
Successor Company
|
|
|
|
||
For The Year ended December 31, 2016
|
|
|
|
|
|
Gains and losses on derivative instruments
|
|
|
|
|
|
Net settlement (expense)/benefit
(1)
|
$
|
(60
|
)
|
|
Benefits and settlement expenses, net of reinsurance ceded
|
|
(60
|
)
|
|
Total before tax
|
|
|
21
|
|
|
Tax (expense) or benefit
|
|
|
$
|
(39
|
)
|
|
Net of tax
|
|
|
|
|
||
Unrealized gains and losses on available-for-sale securities
|
|
|
|
|
|
Net investment gains/losses
|
$
|
32,275
|
|
|
Realized investment gains (losses): All other investments
|
Impairments recognized in earnings
|
(17,748
|
)
|
|
Net impairment losses recognized in earnings
|
|
|
14,527
|
|
|
Total before tax
|
|
|
(5,085
|
)
|
|
Tax (expense) or benefit
|
|
|
$
|
9,442
|
|
|
Net of tax
|
(1)
|
See Note 7,
Derivative Financial Instruments
for additional information.
|
|
Amount
Reclassified
from Accumulated
Other Comprehensive
Income (Loss)
|
|
Affected Line Item in the Consolidated
Statements of Income
|
||
|
(Dollars In Thousands)
|
|
|
||
Successor Company
|
|
|
|
||
February 1, 2015 to December 31, 2015
|
|
|
|
|
|
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
|
$
|
271
|
|
|
Realized investment gains (losses): All other investments
|
Impairments recognized in earnings
|
(26,992
|
)
|
|
Net impairment losses recognized in earnings
|
|
|
(26,721
|
)
|
|
Total before tax
|
|
|
9,352
|
|
|
Tax (expense) or benefit
|
|
|
$
|
(17,369
|
)
|
|
Net of tax
|
(1)
|
See Note 7,
Derivative Financial Instrument
s for additional information.
|
|
|
Amount
Reclassified
from Accumulated
Other Comprehensive
Income (Loss)
|
|
Affected Line Item in the Consolidated
Statements of Income
|
||
|
(Dollars In Thousands)
|
|
|
||
Predecessor Company
|
|
|
|
||
January 1, 2015 to January 31, 2015
|
|
|
|
|
|
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
|
(1)
|
See Note 7,
Derivative Financial Instruments
for additional information.
|
19.
|
INCOME TAXES
|
|
Successor Company
|
|
Predecessor Company
|
||||||||
|
For The Year Ended
December 31, 2017 |
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||
Statutory federal income tax rate applied to pre-tax income
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes
|
0.3
|
|
|
0.6
|
|
|
1.4
|
|
|
0.5
|
|
Investment income not subject to tax
|
(4.7
|
)
|
|
(3.1
|
)
|
|
(6.8
|
)
|
|
(2.8
|
)
|
Uncertain tax positions
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.5
|
|
Federal Tax law changes
|
(184.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
(0.9
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
0.7
|
|
|
(154.8
|
)%
|
|
32.5
|
%
|
|
29.3
|
%
|
|
33.9
|
%
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended
December 31, 2017 |
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Current income tax expense:
|
|
|
|
|
|
|
|
|
|
|
|||||
Federal
|
$
|
39,042
|
|
|
$
|
(41,244
|
)
|
|
$
|
50,722
|
|
|
$
|
(48,469
|
)
|
State
|
(2,477
|
)
|
|
2,581
|
|
|
(4,000
|
)
|
|
1,085
|
|
||||
Total current
|
$
|
36,565
|
|
|
$
|
(38,663
|
)
|
|
$
|
46,722
|
|
|
$
|
(47,384
|
)
|
Deferred income tax expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
(757,748
|
)
|
|
$
|
204,810
|
|
|
$
|
18,880
|
|
|
$
|
90,774
|
|
State
|
2,774
|
|
|
3,926
|
|
|
8,889
|
|
|
935
|
|
||||
Total deferred
|
$
|
(754,974
|
)
|
|
$
|
208,736
|
|
|
$
|
27,769
|
|
|
$
|
91,709
|
|
|
Successor Company
|
||||||
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
||
Loss and credit carryforwards
|
$
|
240,419
|
|
|
$
|
510,886
|
|
Deferred compensation
|
64,677
|
|
|
101,626
|
|
||
Deferred policy acquisition costs
|
23,113
|
|
|
155,009
|
|
||
Premium on non-recourse funding obligations
|
1,666
|
|
|
4,482
|
|
||
Net unrealized loss on investments
|
—
|
|
|
353,149
|
|
||
Valuation allowance
|
(3,682
|
)
|
|
(5,039
|
)
|
||
|
326,193
|
|
|
1,120,113
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Premium receivables and policy liabilities
|
538,465
|
|
|
819,476
|
|
||
VOBA and other intangibles
|
433,371
|
|
|
720,878
|
|
||
Invested assets (other than unrealized gains (losses))
|
701,070
|
|
|
1,340,688
|
|
||
Net unrealized gains on investments
|
6,175
|
|
|
—
|
|
||
Other
|
19,101
|
|
|
30,032
|
|
||
|
1,698,182
|
|
|
2,911,074
|
|
||
Net deferred income tax liability
|
$
|
(1,371,989
|
)
|
|
$
|
(1,790,961
|
)
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
As of
December 31, 2017 |
|
As of
December 31, 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
|
$
|
9,856
|
|
|
$
|
8,937
|
|
|
$
|
105,850
|
|
|
$
|
168,076
|
|
Additions for tax positions of the current year
|
1,857
|
|
|
2,122
|
|
|
2,213
|
|
|
(5,010
|
)
|
||||
Additions for tax positions of prior years
|
70
|
|
|
1,318
|
|
|
1,812
|
|
|
1,149
|
|
||||
Reductions of tax positions of prior years:
|
|
|
|
|
|
|
|
|
|
|
|||||
Changes in judgment
|
(430
|
)
|
|
(975
|
)
|
|
(644
|
)
|
|
(58,365
|
)
|
||||
Settlements during the period
|
—
|
|
|
(1,546
|
)
|
|
(100,294
|
)
|
|
—
|
|
||||
Lapses of applicable statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
11,353
|
|
|
$
|
9,856
|
|
|
$
|
8,937
|
|
|
$
|
105,850
|
|
20.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended
December 31, 2017 |
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Cash paid / (received) during the year:
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
$
|
178,787
|
|
|
$
|
142,463
|
|
|
$
|
98,232
|
|
|
$
|
21,567
|
|
Income taxes
|
20,507
|
|
|
127,615
|
|
|
(75,869
|
)
|
|
(1
|
)
|
21.
|
RELATED PARTY TRANSACTIONS
|
22.
|
STATUTORY
REPORTING PRACTICES AND OTHER REGULATORY MATTERS
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Millions)
|
||||||
Non-admission of goodwill
|
$
|
(219
|
)
|
|
$
|
(257
|
)
|
Total (net)
|
$
|
(219
|
)
|
|
$
|
(257
|
)
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars In Millions)
|
||||||
Accounting for Letters of Credit as admitted assets
|
$
|
1,670
|
|
|
$
|
1,720
|
|
Accounting for certain notes as admitted assets
|
$
|
2,634
|
|
|
$
|
2,681
|
|
Reserving based on state specific actuarial practices
|
$
|
122
|
|
|
$
|
120
|
|
Reserving difference related to a captive insurance company
|
$
|
(37
|
)
|
|
$
|
(109
|
)
|
23.
|
OPERATING
SEGMENTS
|
•
|
The Life Marketing segment markets fixed UL, IUL, VUL, BOLI, and level premium term insurance (“traditional”) products on a national basis primarily through networks of independent insurance agents and brokers, broker-dealers, financial institutions, independent distribution organizations, and affinity groups.
|
•
|
The Acquisitions segment focuses on acquiring, converting, and servicing policies and contracts acquired from other companies. The segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being marketed. Therefore earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage unless new acquisitions are made.
|
•
|
The Annuities segment markets fixed and VA products. These products are primarily sold through broker-dealers, financial institutions, and independent agents and brokers.
|
•
|
The Stable Value Products segment sells fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. This segment also issues funding agreements to the FHLB, and markets GICs to 401(k) and other qualified retirement savings plans. The Company also has an unregistered funding agreement-backed notes program which provides for offers of notes to both domestic and international institutional investors.
|
•
|
The Asset Protection segment markets extended service contracts, GAP products, credit life and disability insurance, and other specialized ancillary products to protect consumers’ investments in automobiles and recreational vehicles. GAP covers the difference between the loan pay-off amount and an asset’s actual cash value in the case of a total loss. Each type of specialized ancillary product protects against damage or other loss to a particular aspect of the underlying asset.
|
•
|
The Corporate and Other segment primarily consists of net investment income on assets supporting our equity capital, unallocated corporate overhead and expenses not attributable to the segments above. This segment includes earnings from several non-strategic or runoff lines of business, various financing and investment related transactions, and the operations of several small subsidiaries.
|
•
|
realized gains and losses on investments and derivatives,
|
•
|
changes in the GLWB embedded derivatives exclusive of the portion attributable to the economic cost of the GLWB,
|
•
|
actual GLWB incurred claims, and
|
•
|
the amortization of DAC, VOBA, and certain policy liabilities that is impacted by the exclusion of these items.
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|||||
Life Marketing
|
$
|
1,556,207
|
|
|
$
|
1,517,542
|
|
|
$
|
1,316,832
|
|
|
$
|
133,361
|
|
Acquisitions
|
1,569,083
|
|
|
1,676,017
|
|
|
1,333,430
|
|
|
139,761
|
|
||||
Annuities
|
486,847
|
|
|
547,512
|
|
|
396,651
|
|
|
130,918
|
|
||||
Stable Value Products
|
190,006
|
|
|
114,580
|
|
|
79,670
|
|
|
8,181
|
|
||||
Asset Protection
|
370,449
|
|
|
306,237
|
|
|
294,657
|
|
|
24,566
|
|
||||
Corporate and Other
|
140,075
|
|
|
131,821
|
|
|
65,802
|
|
|
22,859
|
|
||||
Total revenues
|
$
|
4,312,667
|
|
|
$
|
4,293,709
|
|
|
$
|
3,487,042
|
|
|
$
|
459,646
|
|
Pre-tax Adjusted Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life Marketing
|
$
|
55,152
|
|
|
$
|
41,457
|
|
|
$
|
54,864
|
|
|
$
|
(2,271
|
)
|
Acquisitions
|
249,749
|
|
|
260,511
|
|
|
194,654
|
|
|
20,134
|
|
||||
Annuities
|
171,269
|
|
|
174,362
|
|
|
146,828
|
|
|
11,363
|
|
||||
Stable Value Products
|
105,261
|
|
|
61,294
|
|
|
56,581
|
|
|
4,529
|
|
||||
Asset Protection
|
17,638
|
|
|
11,309
|
|
|
17,632
|
|
|
1,907
|
|
||||
Corporate and Other
|
(189,645
|
)
|
|
(161,820
|
)
|
|
(118,832
|
)
|
|
(16,662
|
)
|
||||
Pre-tax adjusted operating income
|
409,424
|
|
|
387,113
|
|
|
351,727
|
|
|
19,000
|
|
||||
Realized gains (losses) on investments and derivatives
|
54,584
|
|
|
135,568
|
|
|
(97,539
|
)
|
|
113,847
|
|
||||
Income before income tax
|
464,008
|
|
|
522,681
|
|
|
254,188
|
|
|
132,847
|
|
||||
Income tax (benefit) expense
|
(718,409
|
)
|
|
170,073
|
|
|
74,491
|
|
|
44,325
|
|
||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
|
|
|
|
|
|
|
|
||||||||
Pre-tax adjusted operating income
|
$
|
409,424
|
|
|
$
|
387,113
|
|
|
$
|
351,727
|
|
|
$
|
19,000
|
|
Adjusted operating income tax benefit (expense)
|
737,513
|
|
|
(122,624
|
)
|
|
(108,629
|
)
|
|
(4,479
|
)
|
||||
After-tax adjusted operating income
|
1,146,937
|
|
|
264,489
|
|
|
243,098
|
|
|
14,521
|
|
||||
Realized gains (losses) on investments and derivatives
|
54,584
|
|
|
135,568
|
|
|
(97,539
|
)
|
|
113,847
|
|
||||
Income tax (expense) benefit on adjustments
|
(19,104
|
)
|
|
(47,449
|
)
|
|
34,138
|
|
|
(39,846
|
)
|
||||
Net income
|
$
|
1,182,417
|
|
|
$
|
352,608
|
|
|
$
|
179,697
|
|
|
$
|
88,522
|
|
|
|
|
|
|
|
|
|
||||||||
Realized investment (losses) gains:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
(137,041
|
)
|
|
$
|
49,790
|
|
|
$
|
58,436
|
|
|
$
|
22,031
|
|
All other investments
|
121,087
|
|
|
90,630
|
|
|
(166,935
|
)
|
|
81,153
|
|
||||
Net impairment losses recognized in earnings
|
(9,112
|
)
|
|
(17,748
|
)
|
|
(26,993
|
)
|
|
(481
|
)
|
||||
Less: related amortization
(1)
|
(39,480
|
)
|
|
24,360
|
|
|
(8,726
|
)
|
|
(8,742
|
)
|
||||
Less: VA GLWB economic cost
|
(40,170
|
)
|
|
(37,256
|
)
|
|
(29,227
|
)
|
|
(2,402
|
)
|
||||
Realized (losses) gains on investments and derivatives
|
$
|
54,584
|
|
|
$
|
135,568
|
|
|
$
|
(97,539
|
)
|
|
$
|
113,847
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes amortization of DAC/VOBA and benefits and settlement expenses that are impacted by realized gains (losses).
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||
|
For The Year Ended December 31, 2017
|
|
For The Year Ended December 31, 2016
|
|
February 1, 2015
to December 31, 2015 |
|
January 1, 2015
to January 31, 2015 |
||||||||
|
(Dollars In Thousands)
|
|
(Dollars In Thousands)
|
||||||||||||
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life Marketing
|
$
|
550,714
|
|
|
$
|
523,989
|
|
|
$
|
446,518
|
|
|
$
|
47,622
|
|
Acquisitions
|
752,520
|
|
|
764,571
|
|
|
639,422
|
|
|
71,088
|
|
||||
Annuities
|
316,582
|
|
|
318,511
|
|
|
296,839
|
|
|
37,189
|
|
||||
Stable Value Products
|
186,576
|
|
|
107,010
|
|
|
78,459
|
|
|
6,888
|
|
||||
Asset Protection
|
22,298
|
|
|
17,591
|
|
|
14,042
|
|
|
1,540
|
|
||||
Corporate and Other
|
94,366
|
|
|
91,791
|
|
|
57,516
|
|
|
278
|
|
||||
Total net investment income
|
$
|
1,923,056
|
|
|
$
|
1,823,463
|
|
|
$
|
1,532,796
|
|
|
$
|
164,605
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of DAC and VOBA
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life Marketing
|
$
|
120,753
|
|
|
$
|
130,708
|
|
|
$
|
107,811
|
|
|
$
|
4,813
|
|
Acquisitions
|
(6,939
|
)
|
|
8,178
|
|
|
2,035
|
|
|
5,033
|
|
||||
Annuities
|
(54,471
|
)
|
|
(11,031
|
)
|
|
(41,071
|
)
|
|
(6,999
|
)
|
||||
Stable Value Products
|
2,354
|
|
|
1,176
|
|
|
43
|
|
|
25
|
|
||||
Asset Protection
|
17,746
|
|
|
21,267
|
|
|
26,219
|
|
|
1,858
|
|
||||
Corporate and Other
|
—
|
|
|
—
|
|
|
27
|
|
|
87
|
|
||||
Total amortization of DAC and VOBA
|
$
|
79,443
|
|
|
$
|
150,298
|
|
|
$
|
95,064
|
|
|
$
|
4,817
|
|
Successor Company
|
|||||||||||||||
|
Operating Segment Assets
As of December 31, 2017 |
||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||
|
Life
Marketing
|
|
Acquisitions
|
|
Annuities
|
|
Stable Value
Products
|
||||||||
Investments and other assets
|
$
|
14,917,752
|
|
|
$
|
19,588,133
|
|
|
$
|
20,774,566
|
|
|
$
|
4,569,639
|
|
DAC and VOBA
|
1,320,776
|
|
|
74,862
|
|
|
772,634
|
|
|
6,864
|
|
||||
Other intangibles
|
281,705
|
|
|
34,548
|
|
|
170,117
|
|
|
8,056
|
|
||||
Goodwill
|
200,274
|
|
|
14,524
|
|
|
336,677
|
|
|
113,813
|
|
||||
Total assets
|
$
|
16,720,507
|
|
|
$
|
19,712,067
|
|
|
$
|
22,053,994
|
|
|
$
|
4,698,372
|
|
|
Asset
Protection
|
|
Corporate
and Other
|
|
Total
Consolidated
|
||||||
Investments and other assets
|
$
|
708,605
|
|
|
$
|
14,893,253
|
|
|
$
|
75,451,948
|
|
DAC and VOBA
|
30,265
|
|
|
—
|
|
|
2,205,401
|
|
|||
Other intangibles
|
133,234
|
|
|
35,256
|
|
|
662,916
|
|
|||
Goodwill
|
128,182
|
|
|
—
|
|
|
793,470
|
|
|||
Total assets
|
$
|
1,000,286
|
|
|
$
|
14,928,509
|
|
|
$
|
79,113,735
|
|
|
|
|
|
|
|
Successor Company
|
|||||||||||||||
|
Operating Segment Assets
As of December 31, 2016 |
||||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||
|
Life
Marketing
|
|
Acquisitions
|
|
Annuities
|
|
Stable Value
Products
|
||||||||
Investments and other assets
|
$
|
14,050,905
|
|
|
$
|
19,679,690
|
|
|
$
|
20,076,818
|
|
|
$
|
3,373,646
|
|
DAC and VOBA
|
1,218,944
|
|
|
106,532
|
|
|
655,618
|
|
|
5,455
|
|
||||
Other intangibles
|
300,664
|
|
|
37,103
|
|
|
183,449
|
|
|
8,722
|
|
||||
Goodwill
|
200,274
|
|
|
14,524
|
|
|
336,677
|
|
|
113,813
|
|
||||
Total assets
|
$
|
15,770,787
|
|
|
$
|
19,837,849
|
|
|
$
|
21,252,562
|
|
|
$
|
3,501,636
|
|
|
Asset
Protection
|
|
Corporate
and Other
|
|
Total
Consolidated
|
||||||
Investments and other assets
|
$
|
858,648
|
|
|
$
|
12,920,083
|
|
|
$
|
70,959,790
|
|
DAC and VOBA
|
37,975
|
|
|
—
|
|
|
2,024,524
|
|
|||
Other intangibles
|
143,865
|
|
|
13,545
|
|
|
687,348
|
|
|||
Goodwill
|
128,182
|
|
|
—
|
|
|
793,470
|
|
|||
Total assets
|
$
|
1,168,670
|
|
|
$
|
12,933,628
|
|
|
$
|
74,465,132
|
|
24.
|
CONSOLIDATED
QUARTERLY RESULTS — UNAUDITED
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
||||||||
For The Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premiums and policy fees
|
$
|
855,579
|
|
|
$
|
862,906
|
|
|
$
|
849,743
|
|
|
$
|
888,134
|
|
Reinsurance ceded
|
(319,055
|
)
|
|
(344,208
|
)
|
|
(326,572
|
)
|
|
(377,261
|
)
|
||||
Net of reinsurance ceded
|
536,524
|
|
|
518,698
|
|
|
523,171
|
|
|
510,873
|
|
||||
Net investment income
|
474,709
|
|
|
475,722
|
|
|
477,011
|
|
|
495,614
|
|
||||
Realized investment gains (losses)
|
(38,059
|
)
|
|
(10,259
|
)
|
|
23,452
|
|
|
8,912
|
|
||||
Net impairment losses recognized in earnings
|
(5,201
|
)
|
|
(2,785
|
)
|
|
(273
|
)
|
|
(853
|
)
|
||||
Other income
|
79,383
|
|
|
82,087
|
|
|
82,031
|
|
|
81,910
|
|
||||
Total revenues
|
1,047,356
|
|
|
1,063,463
|
|
|
1,105,392
|
|
|
1,096,456
|
|
||||
Total benefits and expenses
|
960,712
|
|
|
930,177
|
|
|
939,410
|
|
|
1,018,360
|
|
||||
Income before income tax
|
86,644
|
|
|
133,286
|
|
|
165,982
|
|
|
78,096
|
|
||||
Income tax expense (benefit)
|
28,305
|
|
|
43,654
|
|
|
49,016
|
|
|
(839,384
|
)
|
||||
Net income
|
$
|
58,339
|
|
|
$
|
89,632
|
|
|
$
|
116,966
|
|
|
$
|
917,480
|
|
|
|
|
|
|
|
|
|
||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Dollars In Thousands)
|
||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
||||||||
For The Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premiums and policy fees
|
$
|
848,369
|
|
|
$
|
853,351
|
|
|
$
|
829,835
|
|
|
$
|
857,864
|
|
Reinsurance ceded
|
(314,874
|
)
|
|
(340,594
|
)
|
|
(325,373
|
)
|
|
(349,882
|
)
|
||||
Net of reinsurance ceded
|
533,495
|
|
|
512,757
|
|
|
504,462
|
|
|
507,982
|
|
||||
Net investment income
|
448,229
|
|
|
458,783
|
|
|
451,818
|
|
|
464,633
|
|
||||
Realized investment gains (losses)
|
113,617
|
|
|
132,331
|
|
|
24,684
|
|
|
(130,212
|
)
|
||||
Net impairment losses recognized in earnings
|
(2,617
|
)
|
|
(967
|
)
|
|
(3,308
|
)
|
|
(10,856
|
)
|
||||
Other income
|
67,178
|
|
|
71,938
|
|
|
76,132
|
|
|
73,630
|
|
||||
Total revenues
|
1,159,902
|
|
|
1,174,842
|
|
|
1,053,788
|
|
|
905,177
|
|
||||
Total benefits and expenses
|
924,923
|
|
|
914,262
|
|
|
959,521
|
|
|
972,322
|
|
||||
Income before income tax
|
234,979
|
|
|
260,580
|
|
|
94,267
|
|
|
(67,145
|
)
|
||||
Income tax expense
|
76,362
|
|
|
87,787
|
|
|
20,965
|
|
|
(15,041
|
)
|
||||
Net income
|
$
|
158,617
|
|
|
$
|
172,793
|
|
|
$
|
73,302
|
|
|
$
|
(52,104
|
)
|
|
|
|
|
|
|
|
|
25.
|
SUBSEQUENT EVENTS
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors and Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
|
For The Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Audit fees
|
$
|
7.5
|
|
|
$
|
6.5
|
|
Audit-related fees
|
0.6
|
|
|
0.5
|
|
||
Tax fees
|
0.7
|
|
|
0.6
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
8.8
|
|
|
$
|
7.6
|
|
1.
|
Financial Statements (See Item 8,
Financial Statements and Supplementary Data
)
|
2.
|
Financial Statement Schedules:
|
|
|
Page
|
|
||
|
||
|
3.
|
Exhibits:
|
Exhibit
Number
|
|
|
||
†
|
|
|
Stock Purchase Agreement by and among Protective Life Insurance Company, United Investors Life Insurance Company, Liberty National Life Insurance Company and Torchmark Corporation, dated as of September 13, 2010, filed as Exhibit 2.01 to the Company’s Current Report on Form 8-K filed September 17, 2010 (No. 001-31901).
|
|
†
|
|
|
Master Agreement by and among AXA Equitable Financial Services LLC, AXA Financial Inc. and Protective Life Insurance Company, dated as of April 10, 2013, filed as Exhibit 2(b) to the Company’s Quarterly Report on Form 10-Q filed August 12, 2013 (No. 001-31901).
|
|
†
|
|
|
Master Transaction Agreement, dated as of January 18, 2018, by and among Protective Life Insurance Company, Protective Life Corporation, The Lincoln National Life Insurance Company, Lincoln National Corporation, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company and Liberty Mutual Group Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 22, 2018 (No. 001-31901).
|
|
†
|
|
|
2011 Amended and Restated Charter of Protective Life Insurance Company dated as of June 27, 2011, filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed March 29, 2012 (No. 001-31901).
|
|
†
|
|
|
2011 Amended and Restated By-Laws of Protective Life Insurance Company dated as of June 27, 2011, filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed March 29, 2012 (No. 001-31901).
|
|
|
|
|
Group Modified Guaranteed Annuity Contract, filed herewith.
|
|
|
|
|
Individual Certificate, filed herewith.
|
|
|
|
|
Tax-Sheltered Annuity Endorsement, filed herewith.
|
|
|
|
|
Qualified Retirement Plan Endorsement, filed herewith.
|
|
|
|
|
Individual Retirement Annuity Endorsement, filed herewith.
|
|
|
|
|
Section 457 Deferred Compensation Plan Endorsement, filed herewith.
|
|
|
|
|
Qualified Plan Endorsement, filed herewith.
|
|
|
|
|
Adoption Agreement for Participation in Group Modified Guaranteed Annuity, filed herewith.
|
|
|
|
|
Individual Modified Guaranteed Annuity Contract, filed herewith.
|
|
|
|
|
Endorsement - Group Policy, filed herewith.
|
|
|
|
|
Endorsement - Certificate, filed herewith.
|
|
|
|
|
Endorsement - Individual Contract, filed herewith.
|
|
|
|
|
Endorsement (Annuity Deposits) - Group Policy, filed herewith.
|
|
|
|
|
Endorsement (Annuity Deposits) - Certificate, filed herewith.
|
|
|
|
|
Endorsement (Annuity Deposits) - Individual Contract, filed herewith.
|
|
|
|
|
Endorsement - Individual, filed herewith.
|
|
|
|
|
Endorsement - Group Contract/Certificate, filed herewith.
|
|
|
|
|
Endorsement - Individual, filed herewith.
|
|
|
|
|
Endorsement - Group Contract, filed herewith.
|
|
|
|
|
Endorsement - Group Certificate, filed herewith.
|
|
|
|
|
Individual Modified Guaranteed Annuity Contract, filed herewith.
|
|
†
|
|
|
Endorsement ("Free-Look") - Group/Individual, filed as Exhibit 4(jj) to the Company's Registration Statement on Form S-1 filed March 17, 2000 (No. 333-32784).
|
|
†
|
|
|
Group Modified Guaranteed Annuity Contract, filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Individual Modified Guaranteed Annuity Contract, filed as Exhibit 4(b) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Group Certificate, filed as Exhibit 4(c) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
†
|
|
|
Endorsement - Free Look, filed as Exhibit 4(e) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Endorsement - Settlement Option, filed as Exhibit 4(f) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Endorsement - Automatic Renewal, filed as Exhibit 4(g) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Endorsement - Traditional IRA, filed as Exhibit 4(h) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Endorsement - Roth IRA, filed as Exhibit 4(i) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Endorsement - Qualified Retirement Plan, filed as Exhibit 4(j) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Endorsement - Section 457 Deferred Compensation Plan, filed as Exhibit 4(k) to the Company’s Registration Statement on Form S-1 filed December 18, 2008 (No. 333-156285).
|
|
†
|
|
|
Form of Individual Modified Guaranteed Annuity Contract, filed as Exhibit 2 to the Company’s Registration Statement on Form S-3 filed December 15, 2017 (No. 333-222086).
|
|
|
|
|
Bond Purchase Agreement dated as of December 30, 1985, among Protective Life Corporation and National Westminster Bank USA, filed herewith.
|
|
|
|
|
Escrow Agreement dated as of December 30, 1985, among Protective Life Corporation and National Westminster Bank USA, filed herewith.
|
|
†
|
|
|
Amended and Restated Credit Agreement dated as of February 2, 2015, among Protective Life Corporation and Protective Life Insurance Company, as borrowers, the several lenders from time to time a party thereto, Regions Bank, as Administrative Agent, and Wells Fargo Bank, National Association, as Syndication Agent, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 3, 2015 (No. 001-31901).
|
|
†
|
|
|
Second Amended and Restated Guaranty dated as of December 19, 2013, between Protective Life Insurance Company and Wachovia Development Corporation, filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed March 25, 2014 (No. 001-31901).
|
|
†
|
|
|
Second Amended and Restated Investment and Participation Agreement dated as of December 19, 2013, between Protective Life Insurance Company and Wachovia Development Corporation, filed as Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed March 25, 2014 (No. 001-31901).
|
|
†
|
|
|
Amendment and Clarification of the Tax Allocation Agreement dated January 1, 1988 by and among Protective Life Corporation and its subsidiaries, filed as Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed March 31, 2005 (No. 001-31901).
|
|
†
|
|
|
Third Amended and Restated Reimbursement Agreement dated as of June 25, 2014 between Golden Gate III Vermont Captive Insurance Company and UBS AG, Stamford Branch, filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q filed August 13, 2014 (No. 001-31901). ±
|
|
†
|
|
|
Stock Purchase Agreement by and among RBC Insurance Holdings (USA), Inc., Athene Holding Ltd., Protective Life Insurance Company and RBC USA Holdco Corporation (solely for the purposes of Sections 5.14-5.17 and Articles 7, 8 and 10), dated as of October 22, 2010, filed as Exhibit 10.01 to the Company's Current Report on Form 8-K filed October 28, 2010 (No. 001-31901).
|
|
†
|
|
|
Reimbursement Agreement dated as of December 10, 2010 between Golden Gate IV Vermont Captive Insurance Company and UBS AG, Stamford Branch, filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed March 30, 2011 (No. 001-31901). ±
|
|
†
|
|
|
Form of Coinsurance Agreement by and between Liberty Life Insurance Company and Protective Life Insurance Company, filed as Exhibit 10.02 to the Company’s Current Report on Form 8-K filed October 28, 2010 (No. 001-31901).
|
|
†
|
|
|
Master Agreement by and between Protective Life Insurance Company and Genworth Life and Annuity Insurance Company, dated as of September 30, 2015, filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed November 10, 2015 (No. 001-31901).
|
|
†
|
|
|
Distribution Agreement by and between Protective Life Insurance Company and Investment Distributors, Inc., dated as of June 16, 2011, filed as Exhibit 1(a) to the Company’s Registration Statement on Form S-3 filed December 15, 2017 (No. 333-222086).
|
|
|
|
Consolidated Earnings Ratio, filed herewith.
|
|
†
|
|
|
Code of Business Conduct for Protective Life Corporation and all of its subsidiaries, revised June 13, 2017 filed as Exhibit 14(a) to Protective Life Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 filed March 2, 2018 (No. 001-11339).
|
|
†
|
|
|
Supplemental Policy on Conflict of Interest for Protective Life Corporation and all of its subsidiaries, revised June 12, 2017, filed as Exhibit 14(b) to Protective Life Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 filed March 2, 2018 (No. 001-11339).
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
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 annual report on Form 10-K of Protective Life Insurance Company for the year ended December 31, 2017, filed on March 21, 2018, formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Statements of Comprehensive Income (Loss) (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Shareowner’s Equity, (v) the Consolidated Statement of Cash Flow, and (vi) the Notes to Consolidated Financial Statements.
|
†
|
|
Incorporated by Reference
|
±
|
|
Certain portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The non-public information has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
PROTECTIVE LIFE INSURANCE COMPANY
|
|
|
|
|
|
By:
|
/s/ PAUL R. WELLS
|
|
|
Paul R. Wells
Senior Vice President, Chief Accounting Officer
and Controller
|
|
|
March 21, 2018
|
Signature
|
|
Capacity in Which Signed
|
|
Date
|
|
|
|
|
|
/s/ RICHARD J. BIELEN
|
|
Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer) and Director
|
|
March 21, 2018
|
RICHARD J. BIELEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL G. TEMPLE
|
|
Vice Chairman, Finance and Risk, and Director
|
|
March 21, 2018
|
MICHAEL G. TEMPLE
|
|
|
|
|
|
|
|
|
|
/s/ CARL S. THIGPEN
|
|
Executive Vice President, Chief Investment Officer
and Director
|
|
March 21, 2018
|
CARL S. THIGPEN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN G. WALKER
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
March 21, 2018
|
STEVEN G. WALKER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PAUL R. WELLS
|
|
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer/Controller)
|
|
March 21, 2018
|
PAUL R. WELLS
|
|
|
|
|
|
|
|
|
Segment
|
|
Deferred
Policy
Acquisition
Costs and
Value of
Businesses Acquired
|
|
Future Policy
Benefits and Claims
|
|
Unearned Premiums
|
|
Stable Value
Products,
Annuity
Contracts and
Other
Policyholders’ Funds
|
|
Net
Premiums
and Policy Fees
|
|
Net
Investment Income
(1)
|
|
Benefits
and
Settlement Expenses
|
|
Amortization
of Deferred
Policy
Acquisitions
Costs and
Value of
Businesses Acquired
|
|
Other
Operating Expenses
(1)
|
|
Premiums Written
(2)
|
||||||||||||||||||||
|
|
(Dollars In Thousands)
|
||||||||||||||||||||||||||||||||||||||
Successor Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
For The Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Life Marketing
|
|
$
|
1,320,776
|
|
|
$
|
15,438,739
|
|
|
$
|
107
|
|
|
$
|
424,204
|
|
|
$
|
1,011,911
|
|
|
$
|
550,714
|
|
|
$
|
1,319,138
|
|
|
$
|
120,753
|
|
|
$
|
60,877
|
|
|
$
|
111
|
|
Acquisitions
|
|
74,862
|
|
|
14,323,713
|
|
|
2,423
|
|
|
4,377,020
|
|
|
785,188
|
|
|
752,520
|
|
|
1,204,083
|
|
|
(6,939
|
)
|
|
110,607
|
|
|
15,964
|
|
||||||||||
Annuities
|
|
772,633
|
|
|
1,080,629
|
|
|
—
|
|
|
7,308,354
|
|
|
73,617
|
|
|
316,582
|
|
|
216,324
|
|
|
(54,471
|
)
|
|
146,407
|
|
|
—
|
|
||||||||||
Stable Value Products
|
|
6,864
|
|
|
—
|
|
|
—
|
|
|
4,698,371
|
|
|
—
|
|
|
186,576
|
|
|
74,578
|
|
|
2,354
|
|
|
4,407
|
|
|
—
|
|
||||||||||
Asset Protection
|
|
30,266
|
|
|
55,030
|
|
|
747,945
|
|
|
—
|
|
|
205,814
|
|
|
22,298
|
|
|
124,487
|
|
|
17,746
|
|
|
210,579
|
|
|
199,741
|
|
||||||||||
Corporate and Other
|
|
—
|
|
|
58,681
|
|
|
655
|
|
|
78,810
|
|
|
12,736
|
|
|
94,366
|
|
|
16,396
|
|
|
—
|
|
|
281,334
|
|
|
12,749
|
|
||||||||||
Total
|
|
$
|
2,205,401
|
|
|
$
|
30,956,792
|
|
|
$
|
751,130
|
|
|
$
|
16,886,759
|
|
|
$
|
2,089,266
|
|
|
$
|
1,923,056
|
|
|
$
|
2,955,006
|
|
|
$
|
79,443
|
|
|
$
|
814,211
|
|
|
$
|
228,565
|
|
For The year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Life Marketing
|
|
$
|
1,218,944
|
|
|
$
|
14,595,370
|
|
|
$
|
119
|
|
|
$
|
426,422
|
|
|
$
|
972,247
|
|
|
$
|
523,989
|
|
|
$
|
1,267,844
|
|
|
$
|
130,708
|
|
|
$
|
65,480
|
|
|
$
|
122
|
|
Acquisitions
|
|
106,532
|
|
|
14,693,744
|
|
|
2,734
|
|
|
4,247,081
|
|
|
832,083
|
|
|
764,571
|
|
|
1,232,141
|
|
|
8,178
|
|
|
118,056
|
|
|
18,818
|
|
||||||||||
Annuities
|
|
655,618
|
|
|
1,097,973
|
|
|
—
|
|
|
7,059,060
|
|
|
66,214
|
|
|
318,511
|
|
|
212,735
|
|
|
(11,031
|
)
|
|
137,617
|
|
|
—
|
|
||||||||||
Stable Value Products
|
|
5,455
|
|
|
—
|
|
|
—
|
|
|
3,501,636
|
|
|
—
|
|
|
107,010
|
|
|
41,736
|
|
|
1,176
|
|
|
3,033
|
|
|
—
|
|
||||||||||
Asset Protection
|
|
37,975
|
|
|
59,947
|
|
|
758,361
|
|
|
—
|
|
|
174,412
|
|
|
17,591
|
|
|
104,327
|
|
|
21,267
|
|
|
169,334
|
|
|
167,544
|
|
||||||||||
Corporate and Other
|
|
—
|
|
|
63,208
|
|
|
723
|
|
|
75,301
|
|
|
13,740
|
|
|
91,791
|
|
|
17,943
|
|
|
—
|
|
|
250,484
|
|
|
13,689
|
|
||||||||||
Total
|
|
$
|
2,024,524
|
|
|
$
|
30,510,242
|
|
|
$
|
761,937
|
|
|
$
|
15,309,500
|
|
|
$
|
2,058,696
|
|
|
$
|
1,823,463
|
|
|
$
|
2,876,726
|
|
|
$
|
150,298
|
|
|
$
|
744,004
|
|
|
$
|
200,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
February 1, 2015 to December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Life Marketing
|
|
$
|
1,119,515
|
|
|
$
|
13,869,102
|
|
|
$
|
134
|
|
|
$
|
371,618
|
|
|
$
|
882,171
|
|
|
$
|
446,518
|
|
|
$
|
1,109,840
|
|
|
$
|
107,811
|
|
|
$
|
58,609
|
|
|
$
|
148
|
|
Acquisitions
|
|
(178,662
|
)
|
|
14,508,877
|
|
|
3,082
|
|
|
4,254,579
|
|
|
690,741
|
|
|
639,422
|
|
|
1,067,482
|
|
|
2,035
|
|
|
89,960
|
|
|
32,134
|
|
||||||||||
Annuities
|
|
578,742
|
|
|
1,196,131
|
|
|
—
|
|
|
7,090,171
|
|
|
62,583
|
|
|
296,839
|
|
|
224,934
|
|
|
(41,071
|
)
|
|
123,585
|
|
|
—
|
|
||||||||||
Stable Value Products
|
|
2,357
|
|
|
—
|
|
|
—
|
|
|
2,131,822
|
|
|
—
|
|
|
78,459
|
|
|
19,348
|
|
|
43
|
|
|
2,620
|
|
|
—
|
|
||||||||||
Asset Protection
|
|
40,421
|
|
|
60,585
|
|
|
647,186
|
|
|
—
|
|
|
168,780
|
|
|
14,042
|
|
|
99,216
|
|
|
26,219
|
|
|
151,590
|
|
|
161,869
|
|
||||||||||
Corporate and Other
|
|
—
|
|
|
68,495
|
|
|
803
|
|
|
73,066
|
|
|
13,676
|
|
|
57,516
|
|
|
14,568
|
|
|
27
|
|
|
176,038
|
|
|
13,583
|
|
||||||||||
Total
|
|
$
|
1,562,373
|
|
|
$
|
29,703,190
|
|
|
$
|
651,205
|
|
|
$
|
13,921,256
|
|
|
$
|
1,817,951
|
|
|
$
|
1,532,796
|
|
|
$
|
2,535,388
|
|
|
$
|
95,064
|
|
|
$
|
602,402
|
|
|
$
|
207,734
|
|
(1)
|
Allocations of Net Investment Income and Other Operating Expenses are based on a number of assumptions and estimates and results would change if different methods were applied.
|
(2)
|
Excludes Life Insurance.
|
Segment
|
Net
Premiums
and Policy
Fees
|
|
Net
Investment
Income
(1)
|
|
Benefits
and
Settlement
Expenses
|
|
Amortization of Deferred Policy Acquisitions Costs and Value of Businesses Acquired
|
|
Other
Operating
Expenses
(1)
|
|
Premiums Written
(2)
|
||||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||||||
Predecessor Company
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 1, 2015 to January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Life Marketing
|
$
|
84,926
|
|
|
$
|
47,622
|
|
|
$
|
123,179
|
|
|
$
|
4,813
|
|
|
$
|
7,124
|
|
|
$
|
12
|
|
Acquisitions
|
62,343
|
|
|
71,088
|
|
|
101,926
|
|
|
5,033
|
|
|
9,041
|
|
|
2,134
|
|
||||||
Annuities
|
6,355
|
|
|
37,189
|
|
|
30,047
|
|
|
(6,999
|
)
|
|
9,333
|
|
|
—
|
|
||||||
Stable Value Products
|
—
|
|
|
6,888
|
|
|
2,255
|
|
|
25
|
|
|
79
|
|
|
—
|
|
||||||
Asset Protection
|
13,983
|
|
|
1,540
|
|
|
7,447
|
|
|
1,858
|
|
|
13,354
|
|
|
13,330
|
|
||||||
Corporate and Other
|
1,343
|
|
|
278
|
|
|
1,721
|
|
|
87
|
|
|
16,476
|
|
|
1,345
|
|
||||||
Total
|
$
|
168,950
|
|
|
$
|
164,605
|
|
|
$
|
266,575
|
|
|
$
|
4,817
|
|
|
$
|
55,407
|
|
|
$
|
16,821
|
|
(1)
|
Allocations of Net Investment Income and Other Operating Expenses are based on a number of assumptions and estimates and results would change if different methods were applied.
|
(2)
|
Excludes Life Insurance
|
Successor Company
|
||||||||||||||||||
|
Gross
Amount
|
|
Ceded to
Other
Companies
|
|
Assumed
from
Other
Companies
|
|
Net
Amount
|
|
Percentage of
Amount
Assumed to
Net
|
|||||||||
|
(Dollars In Thousands)
|
|
|
|||||||||||||||
For The Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|||||||||
Life insurance in-force
|
$
|
751,512,468
|
|
|
$
|
(328,377,398
|
)
|
|
$
|
110,205,190
|
|
|
$
|
533,340,260
|
|
|
21.0
|
%
|
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Life insurance
|
$
|
2,655,846
|
|
|
$
|
(1,230,258
|
)
|
|
$
|
435,113
|
|
|
$
|
1,860,701
|
|
(1)
|
23.4
|
%
|
Accident/health insurance
|
51,991
|
|
|
(33,052
|
)
|
|
14,946
|
|
|
33,885
|
|
|
44.1
|
|
||||
Property and liability insurance
|
288,809
|
|
|
(103,786
|
)
|
|
9,657
|
|
|
194,680
|
|
|
5.0
|
|
||||
Total
|
$
|
2,996,646
|
|
|
$
|
(1,367,096
|
)
|
|
$
|
459,716
|
|
|
$
|
2,089,266
|
|
|
|
|
For The Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life insurance in-force
|
$
|
739,248,680
|
|
|
$
|
(348,994,650
|
)
|
|
$
|
116,265,430
|
|
|
$
|
506,519,460
|
|
|
23.0
|
%
|
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Life insurance
|
$
|
2,610,682
|
|
|
$
|
(1,207,159
|
)
|
|
$
|
454,999
|
|
|
$
|
1,858,522
|
|
(1)
|
24.5
|
%
|
Accident/health insurance
|
58,076
|
|
|
(36,935
|
)
|
|
17,439
|
|
|
38,580
|
|
|
45.2
|
|
||||
Property and liability insurance
|
242,517
|
|
|
(86,629
|
)
|
|
5,706
|
|
|
161,594
|
|
|
3.5
|
|
||||
Total
|
$
|
2,911,275
|
|
|
$
|
(1,330,723
|
)
|
|
$
|
478,144
|
|
|
$
|
2,058,696
|
|
|
|
|
February 1, 2015 to December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life insurance in-force:
|
$
|
727,705,256
|
|
|
$
|
(368,142,294
|
)
|
|
$
|
39,546,742
|
|
|
$
|
399,109,704
|
|
|
9.9
|
%
|
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life insurance
|
$
|
2,360,643
|
|
|
$
|
(1,058,706
|
)
|
|
$
|
308,280
|
|
|
$
|
1,610,217
|
|
(1)
|
19.1
|
%
|
Accident/health insurance
|
70,243
|
|
|
(36,871
|
)
|
|
18,252
|
|
|
51,624
|
|
|
35.4
|
|
||||
Property and liability insurance
|
228,500
|
|
|
(79,294
|
)
|
|
6,904
|
|
|
156,110
|
|
|
4.4
|
|
||||
Total
|
$
|
2,659,386
|
|
|
$
|
(1,174,871
|
)
|
|
$
|
333,436
|
|
|
$
|
1,817,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Predecessor Company
|
||||||||||||||||||
|
Gross
Amount
|
|
Ceded to
Other
Companies
|
|
Assumed
from
Other
Companies
|
|
Net
Amount
|
|
Percentage of
Amount
Assumed to
Net
|
|||||||||
|
(Dollars In Thousands)
|
|
|
|||||||||||||||
For The Year Ended January 1, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premiums and policy fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Life insurance
|
$
|
204,185
|
|
|
$
|
(80,657
|
)
|
|
$
|
28,601
|
|
|
$
|
152,129
|
|
(1)
|
18.8
|
%
|
Accident/health insurance
|
6,846
|
|
|
(4,621
|
)
|
|
1,809
|
|
|
4,034
|
|
|
44.8
|
|
||||
Property and liability insurance
|
18,475
|
|
|
(6,354
|
)
|
|
666
|
|
|
12,787
|
|
|
5.2
|
|
||||
Total
|
$
|
229,506
|
|
|
$
|
(91,632
|
)
|
|
$
|
31,076
|
|
|
$
|
168,950
|
|
|
|
|
(1)
|
Includes annuity policy fees of
$173.5 million
,
$80.1 million
,
$77.2 million
, and
$7.7 million
and for the year ended December 31, 2017 (Successor Company), for the year ended December 31, 2016 (Successor Company), for the period of February 1, 2015 to December 31, 2015 (Successor Company), and the period of January 1, 2015 to January 31, 2015 (Predecessor Company), respectively.
|
(2)
|
January 31, 2015 (Predecessor Company) balance sheet information is not presented in our consolidated financial statements, therefore January 31, 2015 Life Insurance In-Force has been omitted from this schedule.
|
Successor Company
|
|||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
Balance
at beginning
of period
|
|
Charged to
costs and
expenses
|
|
Charges
to other
accounts
|
|
Deductions
|
|
Balance
at end of
period
|
||||||||||
|
(Dollars In Thousands)
|
||||||||||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for losses on commercial mortgage loans
|
$
|
724
|
|
|
$
|
(7,439
|
)
|
|
$
|
—
|
|
|
$
|
6,715
|
|
|
$
|
—
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for losses on commercial mortgage loans
|
$
|
—
|
|
|
$
|
(4,682
|
)
|
|
$
|
—
|
|
|
$
|
5,406
|
|
|
$
|
724
|
|
William J. Rushton
|
Drayton Nabers, Jr.
|
Ryburn H. Bailey
|
Chairman
|
President
|
Secretary
|
|
|
SCHEDULE
|
|
|
|||
|
|
|
|
|
|
|
|
GROUP CONTRACT NUMBER _____________
|
CONTRACT HOLDER __________________
|
||||||
________________________________________________________________________________
|
|||||||
EFFECTIVE DATE ________________________________________________________________
|
|||||||
CLASS OF ELIGIBLE PARTICIPANTS _________________________________________________
|
|||||||
________________________________________________________________________________
|
|
Page
|
Schedule
|
2
|
Definitions
|
3
|
General Provisions
|
5
|
Control Provisions
|
6
|
Annuity Deposit
|
8
|
Interest Credited and Guaranteed Periods
|
9
|
Premium Taxes
|
9
|
Surrenders – Termination
|
9
|
Market Value Adjustment
|
11
|
Annuity Options
|
11
|
b)
|
the original single Annuity Deposit less amounts due to full or partial surrenders (including Surrender Charges, Market Value Adjustments, and Premium Taxes thereon) and less interest withdrawals, accumulated at 5% interest compounded annually.
|
MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
|
||||||||||||
OPTION 1 TABLE
|
|
OPTION 2 TABLE
|
||||||||||
Payments For Fixed Period
|
|
Life Income With Payments For A Guaranteed Period
|
||||||||||
|
|
|
|
|
|
10 Years
|
|
20 Years
|
||||
Years
|
|
Monthly Payment
|
|
Age of Payee
|
|
Male
|
|
Female
|
|
Male
|
|
Female
|
5
|
$
|
18.32
|
|
59
|
$
|
5.29
|
$
|
4.83
|
$
|
4.98
|
$
|
4.68
|
6
|
|
15.56
|
|
60
|
|
5.40
|
|
4.92
|
|
5.04
|
|
4.74
|
7
|
|
13.59
|
|
61
|
|
5.51
|
|
5.01
|
|
5.10
|
|
4.81
|
8
|
|
12.12
|
|
62
|
|
5.63
|
|
5.10
|
|
5.17
|
|
4.88
|
9
|
|
10.97
|
|
63
|
|
5.75
|
|
5.21
|
|
5.24
|
|
4.95
|
10
|
|
10.06
|
|
64
|
|
5.88
|
|
5.32
|
|
5.30
|
|
5.02
|
11
|
|
9.31
|
|
65
|
|
6.02
|
|
5.43
|
|
5.37
|
|
5.09
|
12
|
|
8.69
|
|
66
|
|
6.16
|
|
5.55
|
|
5.43
|
|
5.17
|
13
|
|
8.17
|
|
67
|
|
6.31
|
|
5.68
|
|
5.49
|
|
5.24
|
14
|
|
7.72
|
|
68
|
|
6.47
|
|
5.82
|
|
5.55
|
|
5.31
|
15
|
|
7.34
|
|
69
|
|
6.63
|
|
5.97
|
|
5.60
|
|
5.38
|
16
|
|
7.00
|
|
70
|
|
6.79
|
|
6.12
|
|
5.65
|
|
5.45
|
17
|
|
6.71
|
|
71
|
|
6.96
|
|
6.28
|
|
5.70
|
|
5.51
|
18
|
|
6.44
|
|
72
|
|
7.13
|
|
6.45
|
|
5.74
|
|
5.58
|
19
|
|
6.21
|
|
73
|
|
7.31
|
|
6.63
|
|
5.78
|
|
5.64
|
20
|
|
6.00
|
|
74
|
|
7.48
|
|
6.81
|
|
5.82
|
|
5.69
|
21
|
|
5.81
|
|
75
|
|
7.66
|
|
7.00
|
|
5.85
|
|
5.74
|
22
|
|
5.64
|
|
76
|
|
7.84
|
|
7.20
|
|
5.88
|
|
5.78
|
23
|
|
5.49
|
|
77
|
|
8.02
|
|
7.40
|
|
5.90
|
|
5.82
|
24
|
|
5.35
|
|
78
|
|
8.20
|
|
7.60
|
|
5.92
|
|
5.85
|
25
|
|
5.22
|
|
79
|
|
8.37
|
|
7.81
|
|
5.94
|
|
5.88
|
26
|
|
5.10
|
|
80
|
|
8.54
|
|
8.10
|
|
5.96
|
|
5.91
|
27
|
|
5.00
|
|
81
|
|
8.70
|
|
8.21
|
|
5.97
|
|
5.93
|
28
|
|
4.90
|
|
82
|
|
8.85
|
|
8.41
|
|
5.98
|
|
5.95
|
29
|
|
4.80
|
|
83
|
|
8.99
|
|
8.59
|
|
5.98
|
|
5.96
|
30
|
|
4.72
|
|
84
|
|
9.12
|
|
8.77
|
|
5.99
|
|
5.97
|
|
|
|
|
& over
|
|
9.25
|
|
8.93
|
|
5.99
|
|
5.98
|
William J. Rushton III
|
Drayton Nabers, Jr.
|
Ryburn H. Bailey
|
Chairman
|
President
|
Secretary
|
|
|
|
Contract Holder
|
|
Group Contract Number
|
|
|
|
Annuitant
|
|
Participant
|
|
|
|
Certificate Number
|
|
Joint Participant
|
|
|
|
Certificate Date
|
|
Annuity Commencement Date
|
Sub-Account #
|
Guaranteed Period
|
Guaranteed Interest Rate
|
Annuity Deposit
|
MG0003501
|
1
|
%
|
$
|
MG0035011
|
3
|
%
|
$
|
MG0035012
|
5
|
%
|
$
|
MG0035013
|
7
|
%
|
$
|
MG0035014
|
10
|
%
|
$
|
MG0035015
|
15
|
%
|
$
|
|
Total Annuity Deposit:
|
|
$
|
Schedule
|
2
|
Definitions
|
3
|
General Provisions
|
3
|
Control Provisions
|
4
|
Annuity Deposit
|
4
|
Interest Credited and Guaranteed Periods
|
4
|
Premium Taxes
|
5
|
Surrenders – Termination
|
5
|
Market Value Adjustment
|
5
|
Annuity Options
|
5
|
Annuity Tables
|
6
|
DEFINITIONS
|
Account Value
– The sum of all Sub-Account Values.
|
|
Annuitant
– Annuity payments may depend upon the continuation of the life of a person. That person is called an Annuitant and is named on the Schedule.
|
|
Annuity
– A series of predetermined periodic payments.
|
|
Annuity Commencement Date
– The date on which annuity payments begin. This date is indicated on the Schedule.
|
|
Annuity Deposit
– The single deposit made for each Certificate issued under the Contract. The Annuity Deposit must be at least $5,000.
|
|
Beneficiary
- Primary – The person named to receive the Death Benefits under this Contract upon the death of either the Annuitant or the Participant.
Contingent – The person named to receive the Death Benefits if the Primary Beneficiary is not living when the Annuitant or the Participant dies.
Irrevocable – One whose consent is necessary to change the Beneficiary or exercise certain other rights.
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Certificate
– The individual Certificate issued by the Company to a Participant. Your Certificate summarizes the provisions of the Contract.
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Certificate Date
– The date shown on the Schedule and on which this Certificate takes effect. Certificate Years are measured from the Certificate Date.
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Contract
– The Group Modified Guaranteed Annuity Contract under which this Certificate has been issued.
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Guaranteed Period
– The period for which either an Initial or Subsequent Guaranteed Interest Rate will be credited to a Sub-Account under a Contract. Guaranteed Periods will be designated as being either “Initial” or “Subsequent”.
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Home Office
– 2801 Highway 280 South, Birmingham, Alabama.
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Initial Guaranteed Interest Rate
– The effective rate of interest, calculated after daily compounding of interest has been taken into account, which is used in determining the interest credited to a Sub-Account under this Certificate during the Initial Guaranteed Period. This rate is specified on the Schedule and is compounded daily.
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Market Value Adjustment
– The adjustment made to a Sub-Account Value when a full or partial surrender is requested prior to the end of an Initial or Subsequent Guaranteed Period.
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Net Account Value
– The sum of all Net Sub-Account Values.
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Net Sub-Account Value
– The Sub-Account Value after application of the Market Value Adjustment and deductions for any Surrender Charges and applicable Premium Taxes.
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Participant
– The person(s) named in the Schedule, herein referred to as “you”, “your”.
|
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Sub-Account
– Each Annuity Deposit will be allocated to one or more Sub-Accounts as directed by the Participant.
|
Each Sub-Account will correspond to a specified Guaranteed Period and guaranteed interest rate selected by the Participant.
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Sub-Account Value
– The amount equal to that part of the Annuity Deposit allocated by a Participant to a Sub-Account or any amount transferred to a Sub-Account or Sub-Accounts at the end of a Guaranteed Period increased by all interest credited and decreased by amounts due to previous full or partial surrenders (including Surrender Charges, Market Value Adjustments, and Premium Taxes thereon) and previous interest withdrawals.
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Subsequent Guaranteed Interest Rate
– The effective rate of interest, calculated after daily compounding of interest has been taken into account, which is established by the Company for any applicable Subsequent Guaranteed Period.
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Surrender Charge
– A Surrender Charge, if applicable, is deducted from any Sub-Account Value from which a full or partial surrender is made prior to the end of an Initial or Subsequent Guaranteed Period. The Surrender Charge is equal to six months of interest on the amount withdrawn from a Sub-Account Value.
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Writing
– A written form satisfactory to the Company and filed at the Home Office of the Company in Birmingham, Alabama. All correspondence should be sent to P. O. Box 2606, Birmingham, Alabama 35202.
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GENERAL PROVISIONS
|
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Entire Contract
|
The Contract, any endorsements attached hereto, this Certificate, and the Application, a copy of which is attached, constitute the entire contract. A Certificate is a summary of the Contract.
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Modification
|
No change or waiver of the terms of this Contract is valid unless made by us, in Writing, and approved by our President, Vice President, or Secretary. We reserve the right to change the provisions of the Contract and this Certificate issued under the Contract to conform to any applicable laws, regulations or rulings issued by a governmental agency.
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Error in Age or Sex
|
Questions in the Application concern the Annuitant’s date of birth and sex. If the date of birth or sex given is not correct, the benefits under this Contract shall be adjusted to the amount which would have been payable at the correct age and sex. If we made any underpayments on account of any misstatement, the amount of any underpayment shall be immediately paid in one sum. Any overpayments made shall be deducted from the current or succeeding payments due under the Contract.
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Assignment
|
Upon notice to us, you may assign your rights under this Contract. The assignment must be in Writing and filed with us. We assume no responsibility for the validity of any assignment. Any claim under any assignment shall be subject to proof of interest and the extent of the assignment.
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Settlement
|
Any payment by us under this Contract is payable at our Home Office.
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Facility of Payment
|
If the Annuitant or Beneficiary is incapable of giving a valid receipt for any payment, we may make such payment to whomever has assumed his or her care and principal support. Any such payment shall fully discharge us to the extent of that payment.
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Proof of Age
|
Proof of age is required before the first payment under an Annuity Option involving lifetime payments.
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Annual Reports
|
We will send you a report at least once per year showing your Account Value, Sub-Account Values and interest credited.
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Annuity Commencement Date Changes
|
Upon thirty days notice in Writing, you may change the Annuity Commencement Date. The proposed Annuity Commencement Date you select cannot be before the end of any Guaranteed Period or later than the Certificate Year closest to the Annuitant’s 85th birthday.
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Protection of Proceeds
|
To the extent permitted by law, no benefits payable under this Certificate will be subject to the claims of creditors of any payee.
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CONTROL PROVISIONS
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Beneficiary
|
The Beneficiary is the person who is to receive payment on the death of the Participant or Annuitant. The Beneficiary will be as shown in the Application. You may change the Beneficiary at any time during the Annuitant’s lifetime. To make a change, we must receive a written request satisfactory to us at our Home Office. If the Beneficiary has been designated irrevocably, however, such designation cannot be changed or revoked without the Beneficiary’s written consent. Any such change will relate back to and take effect on the date the request was signed. We will not be liable for any payment we make before such request has been received and acknowledged at our Home Office. Any payment which has become due to an Annuitant and has not been paid prior to his or her death shall be paid to the Primary Beneficiary, if living; otherwise to the Contingent Beneficiary.
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If you are not the Annuitant, you may name one beneficiary to receive payment on your death and a different beneficiary to receive payment on the death of the Annuitant. If you are the Annuitant, then the beneficiaries must be the same.
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Death of the Annuitant or Participant
|
If the Annuitant or the sole Participant dies before the Annuity Commencement Date, we will pay a Death Benefit to the Beneficiary as provided in the Participant’s beneficiary designation or Annuitant’s beneficiary designation then in effect as the case may be. However, if the Annuitant is a joint Participant, the Beneficiary shall be the surviving Participant.
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If the Beneficiary is the surviving spouse of the deceased Participant or Annuitant, he or she may choose to receive payments under any of the Annuity Options. For any other Beneficiary, only those options are available that provide for full payment within 5 years of the date of such Participant’s or Annuitant’s death.
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If the surviving spouse of a deceased Participant is the Participant’s Beneficiary, such spouse may choose to become the Participant and continue the Certificate in force on the same terms as before such Participant’s death, and the
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spouse shall thereafter be the Annuitant.
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Death Benefit
|
If the Annuitant or Participant dies before the Annuity Commencement Date, a guaranteed Death Benefit will be payable to the Beneficiary. The guaranteed Death Benefit will be calculated as of the date of death. If the deceased (the Annuitant or Participant, as applicable) had not yet attained age 85, the guaranteed Death Benefit will equal the greater of:
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a) the Net Account Value; or
|
b) the original Annuity Deposit less amounts due to full or partial surrenders (including Surrender Charges, Market Value Adjustments, and Premium Taxes thereon) and less interest withdrawals, accumulated at 5% interest, compounded annually.
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|
If the deceased had attained age 85, the guaranteed Death Benefit will be equal to the Sub-Account Value(s) multiplied by the Market Value Adjustment(s).
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ANNUITY DEPOSIT
|
|
Your Annuity Deposit must be at least $5,000 and must be accompanied by a properly completed Application. One Certificate will be issued for each single Annuity Deposit you make. We reserve the right to limit the amount of your Annuity Deposit.
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Sub-Accounts
|
Each Annuity Deposit (less applicable Premium Taxes, if any) will be allocated to one or more Sub-Accounts for each specified Guaranteed Period and Guaranteed Interest Rate selected by you. The minimum allocation to a Sub-Account must be at least $5,000. The value of your Sub-Accounts will be determined in accordance with the terms of this Contract. Prior to the end of a Guaranteed Period, Sub-Account Values may not be transferred from one Sub-Account to a new Sub-Account. Upon notice to us, Sub-Account Values can be transferred from one Sub-Account to a new Sub-Account at the end of a Guaranteed Period. A minimum of $5,000 must be transferred and the amount remaining in the Sub-Account after transfer must be either (1) at least $5,000, or (2) $0. We will notify you twenty days prior to the end of a Guaranteed Period of your right to transfer. If we have not received notice from you during this period, all Sub-Account Values will be automatically transferred to a Subsequent Guaranteed Period of either (1) the same duration as your previous Guaranteed Period if then offered by us; or (2) the shortest duration then offered by us which is closest to the same duration as your previous Guaranteed Period.
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INTEREST CREDITED AND GUARANTEED PERIODS
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The portion of each Annuity Deposit allocated to a Sub-Account will earn interest at the Initial Guaranteed Interest Rate for each Certificate Year during the Initial Guaranteed Period selected for that Sub-Account. A Guaranteed Period is the period of years for which a rate of interest is guaranteed. You may select Guaranteed Periods of from one to fifteen years. However, Guaranteed Periods cannot extend beyond the Annuity Commencement Date.
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At the end of any Initial Guaranteed Period, a Subsequent Guaranteed Period will begin. Unless you elect a different duration from among those then offered by us within twenty days prior to the end of the previous Guaranteed Period, your Sub-Account Value will be automatically transferred to a Subsequent Guaranteed Period of either (1) the same duration as your previous Guaranteed Period then offered by us; or (2) the shortest duration then offered by us which is closest
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to the same duration as your previous Guaranteed Period.
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Your Sub-Account Value at the beginning of any Subsequent Guaranteed Period will be equal to your Sub-Account Value at the end of the Guaranteed Period just ending. The Sub-Account Value will earn interest at the Subsequent Guaranteed Interest Rate for each Certificate Year in the Subsequent Guaranteed Period. At your request within twenty days prior to the end of the Subsequent Guaranteed Period, the Company will notify you of the then effective Subsequent Guaranteed Interest Rate. The actual Subsequent Guaranteed Interest Rate will be determined at the beginning of the Subsequent Guaranteed Period.
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PREMIUM TAXES
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Premium Taxes (including any related retaliatory taxes, if any) will be deducted if applicable. Premium Taxes may be deducted, as provided under applicable law, from the Annuity Deposit when received, upon full or partial surrender, or from the amount applied to effect an Annuity at the time the annuity payments commence.
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SURRENDERS – TERMINATION
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Full surrenders may be made at any time. Partial surrenders may only be made if each remaining Sub-Account Value is at least $5,000. You must specify the Sub-Accounts from which the partial surrender is to be made. If the Sub-Account specified has the same Guaranteed Period as any other Sub-Account, the partial surrender must come from the Sub-Account with the shortest time remaining in the Guaranteed Period.
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A Surrender Charge, if applicable, will be applied to a full or partial surrender requested prior to the end of a Guaranteed Period. The Surrender Charge is equal to six months of interest on the amount withdrawn from the Sub-Account Value. Interest will be computed at the same interest rate we are crediting the Sub-Account from which the full or partial surrender is made. A Surrender Charge will apply during the first seven years of all Initial Guaranteed Periods. A Surrender Charge will also apply during the first seven years of all Subsequent Guaranteed Periods. A Surrender Charge will not be deducted after the first seven years of each Initial and Subsequent Guaranteed Periods with a duration greater than seven years.
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Surrender Charges and Market Value Adjustments will not apply to full or partial surrenders made at the end of an Initial or Subsequent Guaranteed Period. The Surrender Value will equal the Sub-Account Value on this date. A request for a surrender at the end of an Initial or Subsequent Guaranteed Period must be received in Writing within twenty days prior to the end of such an Initial and Subsequent Guaranteed Period.
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For all full or partial surrenders made prior to the end of an Initial or Subsequent Guaranteed Periods, the Surrender Value will be calculated as of the Surrender Date by the Company as follows:
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[A x B) – SC] where:
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A = the Sub-Account Value of a Sub-Account from which a full or partial surrender is requested
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B = the Market Value Adjustment described below
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SC = the Surrender Charge plus any unpaid Premium Taxes, if applicable
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The Company may defer payment of any partial or full
|
surrender for the period permitted by law. In no event will this deferral of payment exceed 6 months from the date of receipt of the election to surrender partially or fully.
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Waiver of Surrender Charges
|
The Company will waive any applicable Surrender Charges in the event you, at any time after Certificate Year 1, enter for a period of at least ninety (90) days a facility which is: (1) licensed by the State, and (2) qualifies as a skilled nursing home facility under Medicare or Medicaid. Written proof satisfactory to the Company must be submitted. A Market Value Adjustment will be imposed however, if applicable.
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Interest Withdrawals
|
If you notify the Company in Writing at any time during the current Certificate Year, the Company will send you all or a portion of the interest credited during the prior Certificate Year. You may only make one withdrawal during a Certificate Year. No Surrender Charge or Market Value Adjustment will be imposed on such interest withdrawals.
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MARKET VALUE ADJUSTMENT
|
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The formula which will be used to determine the Market Value Adjustment is:
|
[(1 + g) / (1 + c)]
n/12
|
g = The Guaranteed Interest Rate in effect for the current Guaranteed Period (expressed as a decimal, e.g., 1% = .01).
|
c = The current Guaranteed Interest Rate that the Company is offering for a Guaranteed Period of the same duration measured in months as represented by N (expressed as a decimal, e.g., 1% = .01).
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N = The number of months from the Surrender Date to the end of the current Guaranteed Period.
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ANNUITY OPTIONS
|
|
Annuity Benefit
|
If the Annuitant is alive on the Annuity Commencement Date and unless directed otherwise, the Company will apply the Net Account Value according to the Annuity Option elected.
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You may elect to have all or a part of the Net Account Value applied on the Annuity Commencement Date under any of the Annuity Options described below. In the absence of an election, the Net Account Value will be applied on the Annuity Commencement Date under Option 2 – Life Income with Payments for a 10 Year Guaranteed Period. Elections of any of these options must be made in Writing to the Company 30 days prior to the date such election is to become effective.
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The first payment under any Annuity Option will be made one month following the Annuity Commencement Date. Subsequent payments shall be made in accordance with the manner of payment selected.
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Annuity Options
|
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Option 1 – Payment for a Fixed Period.
Equal monthly payments will be made for any period of not less than 5 nor more than 30 years. The amount of each payment depends on the total amount applied, the period selected and the monthly payment rates we are using when the first payment is due.
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Option 2 – Life Income with Payments for a Guaranteed Period.
Equal monthly payments are based on the life of the named Annuitant. Payments will continue for the lifetime of that person with payments guaranteed for 10 or 20 years. Payments stop at the end of the selected guaranteed period or when the named person dies, whichever is later.
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Option 3 – Payments of a Fixed Amount.
Equal monthly payment will be for an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied. Interest will be credited each month on the unpaid balance and added to it. This interest will be at a rate set by us, but not less than an effective interest rate of 4% per year. Payments continue until the amount we hold runs out. The last payment will be for the balance only.
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Option 4 –
The total amount applied may be used to purchase an Annuity of any kind issued by us on the date this option is elected.
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Minimum Amounts –
We reserve the right to pay the total amount of this Certificate in one lump sum, if less than $5,000. If monthly payments are less than $100, we may make payments quarterly, semi-annually, or annually, at our option.
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All elected Annuity Options must comply with current Federal and state statutes and Internal Revenue Service Regulations. If we have available at the time an Annuity Option is elected, options or rates on a more favorable basis than those guaranteed, the higher benefits shall apply.
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Annuity Tables
|
The attached Annuity Tables show the dollar amount of the monthly payments for each $1,000 applied. The tables are based on the 1983 Individual Annuity Mortality Table A projected 4 years with interest at 4% per annum.
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MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
|
||||||||||||
OPTION 1 TABLE
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OPTION 2 TABLE
|
||||||||||
Payments For Fixed Period
|
|
Life Income With Payments For A Guaranteed Period
|
||||||||||
|
|
|
|
|
|
10 Years
|
|
20 Years
|
||||
Years
|
|
Monthly Payment
|
|
Age of Payee
|
|
Male
|
|
Female
|
|
Male
|
|
Female
|
5
|
$
|
18.32
|
|
59
|
$
|
5.29
|
$
|
4.83
|
$
|
4.98
|
$
|
4.68
|
6
|
|
15.56
|
|
60
|
|
5.40
|
|
4.92
|
|
5.04
|
|
4.74
|
7
|
|
13.59
|
|
61
|
|
5.51
|
|
5.01
|
|
5.10
|
|
4.81
|
8
|
|
12.12
|
|
62
|
|
5.63
|
|
5.10
|
|
5.17
|
|
4.88
|
9
|
|
10.97
|
|
63
|
|
5.75
|
|
5.21
|
|
5.24
|
|
4.95
|
10
|
|
10.06
|
|
64
|
|
5.88
|
|
5.32
|
|
5.30
|
|
5.02
|
11
|
|
9.31
|
|
65
|
|
6.02
|
|
5.43
|
|
5.37
|
|
5.09
|
12
|
|
8.69
|
|
66
|
|
6.16
|
|
5.55
|
|
5.43
|
|
5.17
|
13
|
|
8.17
|
|
67
|
|
6.31
|
|
5.68
|
|
5.49
|
|
5.24
|
14
|
|
7.72
|
|
68
|
|
6.47
|
|
5.82
|
|
5.55
|
|
5.31
|
15
|
|
7.34
|
|
69
|
|
6.63
|
|
5.97
|
|
5.60
|
|
5.38
|
16
|
|
7.00
|
|
70
|
|
6.79
|
|
6.12
|
|
5.65
|
|
5.45
|
17
|
|
6.71
|
|
71
|
|
6.96
|
|
6.28
|
|
5.70
|
|
5.51
|
18
|
|
6.44
|
|
72
|
|
7.13
|
|
6.45
|
|
5.74
|
|
5.58
|
19
|
|
6.21
|
|
73
|
|
7.31
|
|
6.63
|
|
5.78
|
|
5.64
|
20
|
|
6.00
|
|
74
|
|
7.48
|
|
6.81
|
|
5.82
|
|
5.69
|
21
|
|
5.81
|
|
75
|
|
7.66
|
|
7.00
|
|
5.85
|
|
5.74
|
22
|
|
5.64
|
|
76
|
|
7.84
|
|
7.20
|
|
5.88
|
|
5.78
|
23
|
|
5.49
|
|
77
|
|
8.02
|
|
7.40
|
|
5.90
|
|
5.82
|
24
|
|
5.35
|
|
78
|
|
8.20
|
|
7.60
|
|
5.92
|
|
5.85
|
25
|
|
5.22
|
|
79
|
|
8.37
|
|
7.81
|
|
5.94
|
|
5.88
|
26
|
|
5.10
|
|
80
|
|
8.54
|
|
8.10
|
|
5.96
|
|
5.91
|
27
|
|
5.00
|
|
81
|
|
8.70
|
|
8.21
|
|
5.97
|
|
5.93
|
28
|
|
4.90
|
|
82
|
|
8.85
|
|
8.41
|
|
5.98
|
|
5.95
|
29
|
|
4.80
|
|
83
|
|
8.99
|
|
8.59
|
|
5.98
|
|
5.96
|
30
|
|
4.72
|
|
84
|
|
9.12
|
|
8.77
|
|
5.99
|
|
5.97
|
|
|
|
|
& over
|
|
9.25
|
|
8.93
|
|
5.99
|
|
5.98
|
1.
|
The Annuitant is the Participant. The Certificate under the Contract is not transferable and may not be sold, assigned, discounted or pledged as security for a loan or as security for any other obligation, other than to Protective Life Insurance Company. Annuity payments under this Contract cannot be surrendered, commuted, assigned, encumbered or anticipated in any way. The Participant’s interest under the Contract is nonforfeitable.
|
2.
|
Annuity Deposits must be paid by an organization described in section 403(b)(1)(A) of the Internal Revenue Code. The Participant must be an employee of such an organization.
|
3.
|
Regardless of any other provision of the Contract or this Endorsement,
|
(a)
|
the entire interest (value of the annuity) of the Participant will be distributed, or commence to be distributed, no later than the first day of April following the calendar year in which the Participant attains age 70 ½ (“Required Beginning Date”), in equal or substantially equal amounts over:
|
(1)
|
the life of such Participant, or the lives of such Participant, and his or her designated Beneficiary, or
|
(2)
|
a period not extending beyond the life expectancy of such Participant, or the joint and last survivor expectancy of such Participant and his or her designated Beneficiary.
|
(b)
|
if the Participant’s entire interest is to be distributed in other than a lump sum, the amount to be distributed each year (commencing with the Required Beginning Date and each year thereafter) must be at least an amount equal to the quotient obtained by dividing the Participant’s entire interest by the life expectancy of the Participant or joint and last survivor expectancy of the Participant and designated Beneficiary.
|
(c)
|
Life expectancy and joint and last survivor expectancy are computed by use of the return multiples contained in section 1.72-9 of the Income Tax Regulations. For purposes of this computation, the Participant’s life expectancy may be recalculated no more frequently than annually, however, the life expectancy of a non-spouse Beneficiary may not be recalculated.
|
4.
|
Notwithstanding any other provision of the Contract or this Endorsement,
|
(a)
|
If the Participant dies before distribution of his or her interest commences, the Participant’s entire interest will be distributed in accordance with one of the following four provisions:
|
(1)
|
The Participant’s entire interest will be paid within five (5) years after the date of the Participant’s death.
|
(2)
|
If the Participant’s interest is payable to a Beneficiary designated by the Participant and the Participant has not elected (1) above, then the entire interest will be distributed in substantially equal installments over the life or life expectancy of the designated Beneficiary commencing no later than one (1) year after the date of the Participant’s death.
|
(3)
|
If the designated Beneficiary of the Participant is the Participant’s surviving spouse, the spouse may elect within the five year period commencing with the Participant’s date of death to receive equal or substantially equal payments over the life or life expectancy of the surviving spouse commencing at any date prior to the date on which the deceased Participant would have attained age 70 ½.
|
(b)
|
For purposes of the above, payments will be calculated by use of the return multiples specified in Section 1.72-9 of the Income Tax Regulations. Life expectancy of a surviving spouse may be recalculated annually. In the case of any other designated Beneficiary, life expectancy will be calculated at the time payment commences and payments for any 12 consecutive month period will be based on such life expectancy minus the number of whole years passed since distribution first commenced.
|
(c)
|
For purposes of this requirement, any amount paid to a child of the Participant will be treated as if it had been paid to the surviving spouse if the remainder of the interest becomes payable to the surviving spouse when the child reaches the age of majority.
|
5.
|
The initial Annuity Deposit must consist entirely of rollover contributions, as permitted by Internal Revenue Code (“Code”) Section 403(b)(8) or transfers as permitted by Code Section 1035.
|
6.
|
The Participant may make additional Annuity Deposits provided such additional Annuity Deposits are rollover contributions, as permitted by Code Section 403(b)(8) or transfers as permitted by Code Section 1035.
|
7.
|
All Annuity Deposits are payable in cash.
|
8.
|
Distributions under the Contract attributable to contributions made pursuant to a salary reduction agreement may be made as provided in Section 403(b)(11) of the Internal Revenue Code, only (1) after the Participant attains age 59 ½, (2) upon separation from service because of early retirement under the plan after age 55, (3) upon death or disability, or (4) for an amount not greater than the total of such contributions in the case of hardship. Any withdrawal shall effect a surrender of the Certificate to the extent of such withdrawal.
|
9.
|
The terms of this Endorsement control over any contrary provisions of the Contract or the Certificate. Use of the masculine pronoun herein shall be deemed to refer, as applicable, to the feminine and neuter genders.
|
1.
|
After such distribution the Certificate is not transferable and may not be sold, assigned, discounted or pledged as security for a loan or as security for any other obligation, other than to Protective Life Insurance Company. Annuity payments under the Contract cannot be surrendered, commuted, assigned, encumbered or anticipated in any way.
|
2.
|
An Annuitant who is married must have the consent of his spouse in order to: (a) withdraw all or part of the Net Account Value or (b) choose an Annuity Option other than a “JOINT AND SURVIVOR LIFE ANNUITY, which is available under OPTION 4.” (If no Annuity Option is chosen, a Joint and Survivor Life Annuity under Option 4 will be automatic.) The form of the spouse’s consent must satisfy Section 417 of the Code.
|
3.
|
Upon the death of the Annuitant prior to the Annuity Commencement Date, leaving a spouse surviving, the death benefit will be paid as a LIFE ANNUITY available under OPTION 4 unless the spouse has consented to the designation of someone else as Beneficiary or elects a different Annuity Option. In either case, the form of the consent or election must satisfy Section 417 of the Code.
|
4.
|
If any Participant dies after his annuity payments have commenced but before he has received his total benefit under this Contract, any benefit which may remain as payable on his behalf under this Contract shall be paid not less rapidly than the method of payment in effect as of such Participant’s death, to his spouse, if any, unless he files a written election with the Company to designate a Beneficiary other than his spouse (in which case such election must be a Qualified Election).
|
5.
|
If a Participant (and/or his spouse) has elected to receive his benefit under this Contract and he (or he and his surviving spouse) dies before payment of his benefit under the Contract begins, distribution of his entire interest shall be completed not later than five (5) years after his death (or the death of his surviving spouse); except
|
(a)
|
if any portion of such interest is to be distributed to the Participant’s spouse or his (or his surviving spouse’s) designated Beneficiary, such distribution shall commence without one (1) year of the Participant’s death (or his surviving spouse’s death) and shall be made in level payments over a period not greater than such spouse’s or Beneficiary’s life expectancy, and
|
(b)
|
if such benefit recipient is the Participant’s spouse (or his surviving spouse’s spouse), distribution shall take place as otherwise provided in this Endorsement, but is not required to begin until the date such Participant (or his surviving spouse) would have attained age seventy and one half (70 ½).
|
6.
|
For the purposes of this Endorsement, any amounts paid to a child of the Participant will be treated as paid to the Participant’s surviving spouse, if such amounts become payable to such spouse when such child reaches majority (or upon any other designated event permitted by the Secretary of the Treasury in regulations under Section 401(a)(9) of the Code).
|
7.
|
If an Annuitant is not married on the Annuity Commencement Date, and if no other Annuity Option is chosen, a Life Annuity which is available under OPTION 4 will be automatic.
|
8.
|
The Annuity Commencement Date may not be later than April 1 of the year after the year in which the Annuitant attains age 70 ½.
|
9.
|
Under “OPTION 1 – PAYMENT FOR A FIXED PERIOD,” the period may not exceed the Annuitant’s life expectancy, or the joint life expectancy of the Annuitant and the Annuitant’s spouse (or, a designated second person), at the Annuity Commencement Date.
|
10.
|
Under “OPTION 2 – LIFE INCOME WITH PAYMENTS FOR A GUARANTEED PERIOD,” the guaranteed period selected may not exceed the Annuitant’s life expectancy or the joint life expectancy of the Annuitant and the Annuitant’s spouse (or, a designated second person), at the Annuity Commencement Date.
|
11.
|
Under “OPTION 3 – PAYMENTS OF A FIXED AMOUNT”, the term over which annuity payments are made may not exceed the Annuitant’s life expectancy, or the joint life expectancy of the Annuitant and the Annuitant’s spouse (or, a designated second person), at the Annuity Commencement Date.
|
12.
|
No amount may be paid from the Contract in a lump sum unless such payment is allowed under the retirement plan for which the annuity under this Contract is purchased, and the Code and related regulations.
|
13.
|
Life expectancy will be determined according to Internal Revenue Service regulations and rulings.
|
14.
|
The terms of this Endorsement control over any contrary provisions of the Contract and/or the Certificate. Use of the masculine pronoun herein shall be deemed to refer, as applicable, to the feminine and neuter genders.
|
1.
|
The Annuitant is the Participant and Owner of the Contract (“Owner”). The Contract is established for the exclusive benefit of the Owner and his or her beneficiaries. The Contract is not transferable, and may not be sold, assigned, discounted or pledged as security for a loan or as security for any other obligation. Annuity payments under the Contract cannot be surrendered, commuted, assigned, encumbered or anticipated by the Owner in any way.
|
2.
|
Regardless of any other provision of the Contract or this Endorsement,
|
(a)
|
the entire interest (value of the annuity) of the Owner will be distributed, or commence to be distributed, no later than the first day of April following the calendar year in which the Owner attains age 70 ½ (“Required Beginning Date”), in equal or substantially equal amounts over:
|
(1)
|
the life of such Owner, or the lives of such Owner, and his or her designated Beneficiary, or
|
(2)
|
a period not extending beyond the life expectancy of such Owner, or the joint and last survivor expectancy of such Owner and his or her designated Beneficiary.
|
(b)
|
If the Owner’s entire interest is to be distributed in other than a lump sum, the amount to be distributed each year (commencing with the Required Beginning Date and each year thereafter) must be at least an amount equal to the quotient obtained by dividing the Owner’s entire interest by the life expectancy of the Owner or joint and last survivor expectancy of the Owner and designated Beneficiary.
|
(c)
|
Life expectancy and joint and last survivor expectancy are computed by use of the return multiples contained in Section 1.72-9 of the Income Tax Regulations. For purposes of this computation, the Owner’s life expectancy may be recalculated no more frequently than annually; however, the life expectancy of a non-spouse Beneficiary may not be recalculated.
|
3.
|
Notwithstanding any other provision of the Contract or this Endorsement,
|
(a)
|
If the Owner dies before distribution of his or her interest commences, the Owner’s entire interest will be distributed in accordance with one of the following four provisions:
|
(1)
|
The Owner’s entire interest will be paid within five (5) years after the date of the Owner’s death.
|
(2)
|
If the Owner’s interest is payable to a Beneficiary designated by the Owner and the Owner has not elected (1) above, then the entire interest will be distributed in substantially equal installments over the life or life expectancy of the designated Beneficiary commencing no later than one (1) year after the date of the Owner’s death.
|
(3)
|
If the designated Beneficiary of the Owner is the Owner’s surviving spouse, the spouse may elect within the five year period commencing with the Owner’s date of death to receive equal or substantially equal payments over the life or life expectancy of the surviving spouse commencing at any date prior to the date on which the deceased Owner would have attained age 70 ½.
|
(4)
|
If the designated Beneficiary is the Owner’s surviving spouse, the Spouse may treat the Contract as his or her own individual retirement annuity. This election will be deemed to have been made if such surviving spouse makes an Annuity Deposit, makes a roll-over from such Contract, or fails to elect any of the above three provisions.
|
(b)
|
For purposes of the above, payments will be calculated by use of the return multiples specified in Section 1.72-9 of the regulations. Life expectancy of a surviving spouse may be recalculated annually. In the case of any other
|
(c)
|
For purposes of this requirement, any amount paid to a child of the Owner will be treated as if it had been paid to the surviving spouse if the remainder of the interest becomes payable to the surviving spouse when the child reaches the age of majority.
|
4.
|
The initial Annuity Deposit must consist entirely of roll-over contributions, as permitted by Code Sections 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), 405(d)(3) (prior to its repeal of 1984), or 409(b)(3)(C) (prior to its repeal in 1984).
|
5.
|
The Owner may make additional Annuity Deposits provided such additional Annuity Deposits are roll-over contributions, as permitted by Code Sections 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), 405(d)(3) (prior to its repeal of 1984), or 409(b)(3)(C) (prior to its repeal of 1984).
|
6.
|
All Annuity Deposits are payable in cash.
|
7.
|
The entire interest of the Owner in the Contract is nonforfeitable.
|
8.
|
Unless the Owner dies, is disabled (within the meaning of Codes Section 72(m)(7)) or reaches age fifty-nine and one-half (59 ½), before any annuity payments begin, the Owner must provide a statement to the Company explaining how he or she intends to dispose of the amount distributed.
|
9.
|
The Owner agrees to provide the Company with information necessary for the Company to prepare any reports required under Code Section 408(i) and related regulations.
|
10.
|
The Company agrees to submit reports to the Internal Revenue Service, the Owner and Beneficiaries as prescribed by the Code and related regulations.
|
11.
|
The Company reserves the right and the Owner agrees the Company shall have such right, without prior notice, to make any amendments (including retroactive amendments) to this Endorsement necessary to obtain approval of the Contract as an Individual Retirement Annuity under Section 408(b) of the Code.
|
12.
|
The terms of this Endorsement control over any contrary provisions of the Contract. Use of the masculine pronoun herein shall be deemed to refer, as applicable, to the feminine and neuter genders.
|
1.
|
This Contract and the Certificates under the Contract were issued to an eligible employer as defined in Section 457 of the Internal Revenue Code. Such employer is the Contract Holder, Participant and Beneficiary. The Annuitant has no vested rights in the Contract or Certificate. The Participant cannot pledge or assign this Contract. This Contract is subject to the rights of the general creditors of the Contract Holder.
|
2.
|
If a Certificate is distributed by the Contract Holder, custodian or trustee to the Annuitant, the Annuitant shall become the Participant and no further Annuity Deposits shall be permitted.
|
3.
|
Regardless of any other provision of the Contract or this Endorsement,
|
(a)
|
the entire interest (value of the annuity) of the Participant or Annuity (whichever is applicable) will be distributed, or commence to be distributed, no later than the first day of April following the calendar year in which the Participant or Annuitant attains age 70 ½ (“Required Beginning Date”), in equal or substantially equal amounts over:
|
(1)
|
the life of such Participant or Annuitant, or the lives of such Participant or Annuitant, and his or her designated Beneficiary, or
|
(2)
|
a period not extending beyond the life expectancy of such Participant or Annuitant, or the joint and last survivor expectancy of such Participant or Annuitant and his or her designated Beneficiary.
|
(b)
|
If the Participant’s or Annuitant’s entire interest is to be distributed in other than a lump sum, the amount to be distributed each year (commencing with the Required Beginning Date and each year thereafter) must be at least an amount equal to the quotient obtained by dividing the Participant’s or Annuitant’s entire interest by the life expectancy of the Participant or Annuitant or joint and last survivor expectancy of the Participant or Annuitant and designated Beneficiary.
|
(c)
|
Life expectancy and joint and last survivor expectancy are computed by use of the return multiples contained in Section 1.72-9 of the Income Tax Regulations. For purposes of this computation, the Participant’s or Annuitant’s life expectancy may be recalculated no more frequently than annually, however, the life expectancy of a non-spouse Beneficiary may not be recalculated.
|
4.
|
Notwithstanding any other provision of the Contract or this Endorsement,
|
(a)
|
If the Participant or Annuitant dies before distribution of his or her interest commences, the Participant’s or Annuitant’s entire interest will be distributed in accordance with one of the following four provisions:
|
(1)
|
The Participant’s or Annuitant’s entire interest will be paid within five (5) years after the date of the Participant’s or Annuitant’s death.
|
(2)
|
If the Participant’s or Annuitant’s interest is payable to a Beneficiary designated by the Participant or Annuitant and the Participant or Annuitant has not elected (1) above, then the entire interest will be distributed in substantially equal installments over the life or life expectancy of the designated Beneficiary commencing no later than one (1) year after the date of the Participant’s or Annuitant’s death.
|
(3)
|
If the designated Beneficiary of the Participant or Annuitant is the Participant’s or Annuitant’s surviving spouse, the spouse may elect within the five year period commencing with the Participant’s or Annuitant’s date of death to receive equal or substantially equal payments over the life or life expectancy of the surviving spouse commencing at any date prior to the date on which the deceased Participant or Annuitant would have attained age 70 ½.
|
(b)
|
For purposes of the above, payments will be calculated by use of the return multiples specified in Section 1.72-9 of the Income Tax Regulations. Life expectancy of a surviving spouse may be recalculated annually. In the case of any other designated Beneficiary, life expectancy will be calculated at the time payment first commences and payments for any 12 consecutive month period will be based on such life expectancy minus the number of whole years passed since distribution first commenced.
|
(c)
|
For purposes of this requirement, any amount paid to a child of the Participant or Annuitant will be treated as if it had been paid to the surviving spouse if the remainder of the interest becomes payable to the surviving spouse when the child reaches the age of majority.
|
5.
|
The Contract Holder and the Participant agree that amounts payable under full or partial surrenders from the Contract will not be made available to the Annuitant any earlier than when the Annuitant (1) attains age 70 ½, (2) separates from service with his employer under this Endorsement, or (3) is faced with a with an unforeseeable emergency, as defined by Federal tax laws and regulations.
|
6.
|
Protective Life Insurance Company has the limited right to amend this Contract or any Certificates under this Contract at any time without the Contract Holder’s and Participant’s consent to conform the Contract to changes in the Internal Revenue Code or in regulations or rulings of the Internal Revenue Service relating to Section 457 Deferred Compensation Plans, subject to the approval of the insurance regulator of the state in which this Contract was issued. We will promptly provide the Contract Holder and Participant with a copy of any such amendment.
|
7.
|
The terms of this Endorsement control over any contrary provision of the Contract. Use of the masculine pronoun herein shall be deemed to refer, as applicable, to the feminine and neuter genders.
|
OPTION 1 TABLE
|
|
OPTION 2 TABLE
|
||||||
Payments For Fixed Period
|
|
Life Income With Payments For A Guaranteed Period
|
||||||
Years
|
|
Monthly Payment
|
|
Age of Payee
|
|
10 Years
|
|
20 Years
|
5
|
$
|
18.32
|
|
59
|
$
|
4.83
|
$
|
4.68
|
6
|
|
15.56
|
|
60
|
|
4.92
|
|
4.74
|
7
|
|
13.59
|
|
61
|
|
5.01
|
|
4.81
|
8
|
|
12.12
|
|
62
|
|
5.10
|
|
4.88
|
9
|
|
10.97
|
|
63
|
|
5.21
|
|
4.95
|
10
|
|
10.06
|
|
64
|
|
5.32
|
|
5.02
|
11
|
|
9.31
|
|
65
|
|
5.43
|
|
5.09
|
12
|
|
8.69
|
|
66
|
|
5.55
|
|
5.17
|
13
|
|
8.17
|
|
67
|
|
5.68
|
|
5.24
|
14
|
|
7.72
|
|
68
|
|
5.82
|
|
5.31
|
15
|
|
7.34
|
|
69
|
|
5.97
|
|
5.38
|
16
|
|
7.00
|
|
70
|
|
6.12
|
|
5.45
|
17
|
|
6.71
|
|
71
|
|
6.28
|
|
5.51
|
18
|
|
6.44
|
|
72
|
|
6.45
|
|
5.58
|
19
|
|
6.21
|
|
73
|
|
6.63
|
|
5.64
|
20
|
|
6.00
|
|
74
|
|
6.81
|
|
5.69
|
21
|
|
5.81
|
|
75
|
|
7.00
|
|
5.74
|
22
|
|
5.64
|
|
76
|
|
7.20
|
|
5.78
|
23
|
|
5.49
|
|
77
|
|
7.40
|
|
5.82
|
24
|
|
5.35
|
|
78
|
|
7.60
|
|
5.85
|
25
|
|
5.10
|
|
79
|
|
7.81
|
|
5.88
|
27
|
|
5.00
|
|
80
|
|
8.10
|
|
5.91
|
28
|
|
4.90
|
|
81
|
|
8.21
|
|
5.93
|
29
|
|
4.80
|
|
82
|
|
8.41
|
|
5.95
|
30
|
|
4.72
|
|
83
|
|
8.59
|
|
5.96
|
|
|
|
|
84
|
|
8.77
|
|
5.97
|
|
|
|
|
85
|
|
8.93
|
|
5.98
|
|
|
|
|
& over
|
|
|
|
|
1.
|
Desired Effective Date of Contract: _______________________
|
2.
|
Eligibility
|
3.
|
I agree to promptly furnish Amsouth Bank, N.A., or its agent, and Protective Life Insurance Company with records or other information required by them as needed to insure proper administration of the insurance plans of the trust. I further agree to allow the Trustee, its agent or the Insurance Company to inspect all records that pertain to the insurance plans of Trust.
|
4.
|
I hereby appoint Protective Life Insurance Company to represent my firm/company in all dealings with the Trustee which have to do with the Insurance Funds.
|
5.
|
I agree that, in the event of withdrawal as a Participant, no further claim (expect as may be provided under any provision of the group annuity) will be made against any funds accruing to any portion of the Insurance Fund.
|
6.
|
I agree to pay to the Trustee (or the Administrator appointed by it) all Annuity Deposits which become due and payable to for the purpose of providing and maintaining Group Modified Guaranteed Annuity Contract for the benefit of our customers and/or employees, and understand that any payment more than 31 days in default may cause the termination of this agreement and suspension of all benefits as of the due date.
|
|
|
|
Signature of Duly Authorized Officer
|
Title
|
Date
|
William J. Rushton III
|
Drayton Nabers, Jr.
|
Ryburn H. Bailey
|
Chairman
|
President
|
Secretary
|
|
|
|
Owner
|
|
Contract Number
|
|
|
|
Annuitant
|
|
Annuity Commencement Date
|
|
|
|
Effective Date
|
|
|
Sub-Account #
|
Guaranteed Period
|
Guaranteed Interest Rate
|
Annuity Deposit
|
MG0003501
|
1
|
%
|
$
|
MG0035011
|
3
|
%
|
$
|
MG0035012
|
5
|
%
|
$
|
MG0035013
|
7
|
%
|
$
|
MG0035014
|
10
|
%
|
$
|
MG0035015
|
15
|
%
|
$
|
|
Total Annuity Deposit:
|
|
$
|
|
Page
|
Schedule
|
2
|
Definitions
|
3
|
General Provisions
|
3
|
Control Provisions
|
4
|
Annuity Deposit
|
4
|
Interest Credited and Guaranteed Periods
|
5
|
Premium Taxes
|
5
|
Surrenders – Termination
|
5
|
Market Value Adjustment
|
5
|
Annuity Options
|
6
|
Annuity Tables
|
6
|
DEFINITIONS
|
Account Value
– The sum of all Sub-Account Values.
|
|
Annuitant
– The person on whose life this Contract is issued.
|
|
Annuity
– A series of predetermined periodic payments.
|
|
Annuity Commencement Date
– The date on which annuity payments begin. It is shown on the Schedule.
|
|
Annuity Deposit
– The single deposit paid under this Contract. The Annuity Deposit must be at least $5,000.
|
|
Beneficiary
-
Primary
– The person named to receive the Death Benefit under this Contract upon the death of either the Annuitant or the Owner, as applicable.
Contingent
– The person named to receive the Death Benefit if the Primary Beneficiary is not living when the Annuitant or the Owner dies.
Irrevocable
– One whose consent is necessary to change the Beneficiary or exercise certain other rights.
|
|
Effective Date
– The date shown on the Schedule and on which this Contract takes effect. Contract Years are measured from the Effective Date.
|
|
Company
– Protective Life Insurance Company.
|
|
Guaranteed Period
– The period for which either an Initial or Subsequent Guaranteed Interest Rate will be credited to a Sub-Account under this Contract. Guaranteed Periods will be designated as being either “Initial” or “Subsequent”.
|
|
Home Office
– 2801 Highway 280 South, Birmingham, Alabama.
|
|
Initial Guaranteed Interest Rate
– The effective rate of interest, calculated after daily compounding of interest has been taken into account, which is used in determining the interest credited to a Sub-Account during the Initial Guaranteed Period. This rate is specified in the Schedule.
|
|
Market Value Adjustment
– The adjustment made to a Sub-Account Value when a partial or full surrender is requested prior to the end of an Initial or Subsequent Guaranteed Period.
|
|
Net Account Value
– The sum of all Net Sub-Account Values.
|
|
Net Sub-Account Value
– The Sub-Account Value after application of the Market Value Adjustment and less any deductions for any Surrender Charges and applicable Premium Taxes.
|
|
Owner
– The Owner(s) of the Contract. Herein referred to as “you” or “your”.
|
|
Sub-Account
– Each Annuity Deposit will be allocated to one or more Sub-Accounts as directed by the Owner. Each Sub-Account will correspond to a specified Guaranteed Period and guaranteed interest rate selected by you.
|
Sub-Account Value
– The amount equal to that part of the Annuity Deposit allocated by the Owner to a Sub-Account or any amount transferred to a Sub-Account or Sub-Accounts at the end of a Guaranteed Period increased by all interest
|
credited and decreased by amounts due to previous full or partial surrenders (including Surrender Charges, Market Value Adjustments and Premium Taxes thereon) and previous interest withdrawals.
|
|
Subsequent Guaranteed Interest Rate
– The effective rate of interest, calculated after daily compounding of interest has been taken into account, which is established by the Company for any applicable Subsequent Guaranteed Period.
|
|
Surrender Charge
– A Surrender Charge, if applicable, is deducted from any Sub-Account Value from which a partial or full surrender is made prior to the end of an Initial or Subsequent Guaranteed Period. The Surrender Charge is equal to six months of interest on the amount withdrawn from a Sub-Account Value.
|
|
Surrender Date
– The date the Company receives a written request for a full or partial surrender.
|
|
Surrender Value
– The amount available for a full or partial surrender.
|
|
We, Us, Our
– Protective Life Insurance Company.
|
|
Writing
– A written form satisfactory to the Company and filed at the Home Office of the Company in Birmingham, Alabama. All correspondence should be sent to P. O. Box 2606, Birmingham, Alabama 35202.
|
|
GENERAL PROVISIONS
|
|
Entire Contract
|
This Contract, any endorsements attached hereto, and the Application, a copy of which is attached, constitute the entire contract. All statements in the application shall be deemed representations and not warranties.
|
|
Modification of Contract
|
No change or waiver of the terms of this Contract is valid unless made by us, in Writing, and approved by our President, Vice President, or Secretary. We reserve the right to change the provisions of this Contract to conform to any applicable laws, regulations or rulings issued by a government agency.
|
|
Non-Participating
|
This Contract does not share in our surplus or profits and does not pay dividends.
|
|
Error in Age or Sex
|
Questions in the Application concern the Annuitant’s date of birth and sex. If the date of birth or sex given is not correct, the benefits under this Contract shall be adjusted to the amount which would have been payable at the correct age and sex. If we made any underpayments on account of any misstatement, the amount of any underpayment shall be immediately paid in one sum. Any overpayments made shall be deducted from the current or succeeding payments due under the Contract.
|
|
Assignment
|
Upon notice to us, the Owner may assign his or her rights under this Contract. The assignment must be in Writing and filed with us. We assume no responsibility for the validity of any assignment. Any claim under any assignment shall be subject to proof of interest and the extent of the assignment.
|
|
Settlement
|
Any payment by us under this Contract is payable at our Home Office.
|
|
Facility of Payment
|
If the Annuitant or Beneficiary is incapable of giving a valid receipt for any payment, we may make such payment to whomever has assumed his or her care and principal support. Any such payment shall fully discharge us to the extent of that payment.
|
|
Proof of Age
|
Proof of age is required before the first payment will be made under an Annuity Option involving lifetime payments.
|
|
Protection of Proceeds
|
To the extent permitted by law, no benefits payable under this Contract will be subject to the claims of creditors of any payee.
|
|
Annual Reports
|
At least once every year, we will send you a report showing the current Account Value, Sub-Account Values and interest credited.
|
|
Annuity Commencement Date Changes
|
Upon notification in Writing, you may change the Annuity Commencement Date. Notification must be received at least 30 days before the proposed Annuity Commencement Date. The proposed Annuity Commencement Date you select cannot be before the end of any Guaranteed Period or later than the Contract Year closest to the Annuitant’s 85th Birthday.
|
|
Minimum Value Statement
|
Any values available under the Surrenders-Termination provision of this Contract equal or exceed those required by the state in which the Contract is delivered.
|
|
CONTROL PROVISIONS
|
|
Beneficiary
|
The Beneficiary will be as shown in the Application. You may change the Beneficiary at any time during the Annuitant’s lifetime. To make a change, we must receive a written request satisfactory to us at our Home Office. If the Beneficiary has been designated irrevocably, however, such designation cannot be changed or revoked without that Beneficiary’s written consent. Any such change will relate back to and take effect on the date the request was signed. We will not be liable for any payment we make before such request has been received and acknowledged at our Home Office. Any payment which has become due to an Annuitant and has not been paid prior to his or her death shall be paid to the Primary Beneficiary, if living; otherwise to the Contingent Beneficiary.
|
|
Control
|
You may, while the Annuitant is living, assign the Contract; surrender the Contract; amend or modify the Contract with our consent; exercise, receive and enjoy every other right and benefit contained in the Contract. The use of the rights may be subject to the consent of any assignee or irrevocable Beneficiary. Except with respect to termination, joint Owners may provide that each Owner alone may exercise all rights, options and privileges.
|
|
Death of the Annuitant or Owner
|
If the Annuitant dies before or after the Annuity Commencement Date, the Beneficiary will be as provided in the Beneficiary designation then in effect. If no Beneficiary designation is in effect or if there is no designated Beneficiary living, the Owner will be the Beneficiary. If the Annuitant is the sole Owner and there is no Beneficiary designation in
|
effect, the Annuitant’s estate will be the Beneficiary. However, if the Annuitant is a joint Owner, the Beneficiary shall be the surviving Owner.
|
|
If the sole Owner dies before the Annuity Commencement Date, the Beneficiary shall be as provided in the beneficiary designation then in effect. If the Beneficiary is the spouse of the Owner and the Annuitant is living, the spouse may elect to be treated as the Owner. If no Beneficiary designation is in effect or if the Beneficiary has predeceased the sole Owner, the Owner’s estate will be the Beneficiary.
|
|
At the first death of a joint Owner prior to the Annuity Commencement Date, the Beneficiary will be the surviving Owner.
|
|
Death Benefit
|
If the Annuitant dies before the Annuity Commencement Date, or if the Owner dies before the Annuity Commencement Date, a guaranteed Death Benefit will be payable to the Beneficiary. The guaranteed Death Benefit will be calculated as of the date of death. If the deceased had not yet attained age 85, the guaranteed Death Benefit will equal the greater of:
|
|
a) the Net Account Value; or
|
b) the original single Annuity Deposit less amounts due to full or partial surrenders (including Surrender Charges, Market Value Adjustments, and Premium Taxes thereon) and less interest withdrawals, accumulated at 5% interest, compounded annually.
|
|
If the deceased had attained age 85, the guaranteed Death Benefit will be equal to the Sub-Account Value(s) multiplied by the Market Value Adjustment(s).
|
|
The guaranteed Death Benefit will be calculated as of the date of death. The guaranteed Death Benefit may be taken in one sum or under any of the Annuity Options available under the Contract provided, however, that in the event of the Owner’s death, any Annuity Option selected must provide that any amount payable as a Death Benefit will be distributed within 5 years of the date of death; or, if the Annuity Option selected provides for the Death Benefit to be payable over a period not extending beyond the life expectancy of the Beneficiary or over the life of the Beneficiary, such distribution must commence within one year of the date of death.
|
|
Notwithstanding the previous sentence, if the Beneficiary is the spouse of the Owner and the Annuitant is living, such spouse may elect, in lieu of receiving the Death Benefit, to be treated as the Owner.
|
|
ANNUITY DEPOSIT
|
|
Your Annuity Deposit must be at least $5,000 and must be accompanied by a properly completed Application. The Company reserves the right to limit the amount of the Annuity Deposit which will be accepted.
|
|
Sub-Accounts
|
Each Annuity Deposit (less applicable Premium Taxes, if any) will be allocated to one or more Sub-Accounts chosen by you for each specified Guaranteed Period and Guaranteed Interest Rate selected by you. The minimum allocation to a Sub-Account must be at least $5,000. The value of your Sub-Accounts will be determined in accordance with the terms of this Contract. One or more Sub-Accounts are maintained for you. One Contract will be issued for each Annuity Deposit you make under the Contract. Prior to the end of a Guaranteed Period, Sub-Account Values may not be
|
|
transferred from one Sub-Account to a new Sub-Account. Upon notice to us, Sub-Account Values can be transferred from one Sub-Account to a new Sub-Account at the end of a Guaranteed Period. A minimum of $5,000 must be transferred and the amount remaining in the Sub-Account after transfer must be either (1) at least $5,000 or (2) $0. We will notify you within twenty days prior to the end of a Guaranteed Period of your right to transfer. If we have not received notice from you during this period, all Sub-Account Values will be automatically transferred to a Subsequent Guaranteed Period of either (1) the same duration as your previous Guaranteed Period if then offered by us; or (2) the shortest duration then offered by us which is closest to the same duration as your previous Guaranteed Period.
|
|
INTEREST CREDITED AND GUARANTEED PERIODS
|
|
The portion of each Annuity Deposit allocated to a Sub-Account will earn interest at the Initial Guaranteed Interest Rate for each Contract Year during the Initial Guaranteed Period selected for that Sub-Account. A Guaranteed Period is the period of years for which a rate of interest is guaranteed. You may select Guaranteed Periods of from one to fifteen years. Other Guaranteed Periods may be offered at the Company’s discretion. However, Guaranteed Periods cannot extend beyond the Annuity Commencement Date then in effect.
|
|
At the end of any Initial Guaranteed Period, a Subsequent Guaranteed Period will begin. Unless you elect a different duration from among those then offered by us within twenty days prior to the end of the previous Guaranteed Period, your Sub-Account Value will be automatically transferred to a Subsequent Guaranteed Period of either (1) the same duration as your previous Guaranteed Period then offered by us; or (2) the shortest duration then offered by us which is closest to the same duration as your previous Guaranteed Period.
|
|
Your Sub-Account Value at the beginning of any Subsequent Guaranteed Period will be equal to your Sub-Account Value at the end of the previous Guaranteed Period. The Sub-Account Value will earn interest at the Subsequent Guaranteed Interest Rate for each Contract Year in the Subsequent Guaranteed Period. At your request within twenty days prior to the end of the Subsequent Guaranteed Period, the Company will notify you of the then effective Subsequent Guaranteed Interest Rate. The actual Subsequent Guaranteed Interest Rate will be determined at the beginning of the Subsequent Guaranteed Period.
|
|
PREMIUM TAXES
|
|
Premium Taxes (including any related retaliatory taxes, if any) will be deducted, if applicable. Premium Taxes may be deducted, as provided under applicable law, from the Annuity Deposit when received, upon full or partial surrender, or from the amount applied to effect an Annuity at the time the annuity payments commence.
|
|
SURRENDERS – TERMINATION
|
|
Full surrenders may be made at any time. Partial surrenders may only be made if each remaining Sub-Account Value is at least $5,000. You must specify the Sub-Accounts from which the partial surrender is to be made. If a Sub-Account has the same Guaranteed Period as any other Sub-Account, the partial surrender must come from the Sub-Account with the shortest time remaining in the Guaranteed Period.
|
|
A Surrender Charge, if applicable, will be applied to a full or partial surrender requested prior to the end of a Guaranteed
|
Period. A Surrender Charge will be applied to a full or partial surrender requested prior to the end of a Guaranteed Period. The Surrender Charge is equal to six months of interest on the amount withdrawn from a Sub-Account Value. Interest will be computed at the same interest rate we are crediting the Sub-Account from which the full or partial surrender is made. A Surrender Charge will apply during the first seven years of all Initial Guaranteed Periods. A Surrender Charge will also apply during the first seven years of all Subsequent Guaranteed Periods. A Surrender Charge will not be deducted after the first seven years of each Initial or Subsequent Guaranteed Periods with a duration greater than seven years.
|
|
Surrender Charges and Market Value Adjustments will not apply to full or partial surrenders made at the end of an Initial or Subsequent Guaranteed Period. The Surrender Value will equal the Sub-Account Value on this date. A request for a surrender at the end of an Initial or Subsequent Guaranteed Period must be received in Writing within twenty days prior to the end of such Initial or Subsequent Guaranteed Period.
|
|
For all full or partial surrenders made prior to the end of an Initial or Subsequent Guaranteed Periods, the Surrender Value will be calculated as of the Surrender Date by the Company as follows:
|
[(A x B) – SC] where:
|
A = the Sub-Account Value of a Sub-Account from which a full or partial surrender is requested
|
B = the Market Value Adjustment described below
|
SC = the Surrender Charge plus any unpaid Premium Taxes, if applicable
|
|
The Company may defer payment of any partial or full surrender for the period permitted by law. In no event will this deferral of payment exceed 6 months from the date of receipt of the election to surrender partially or fully.
|
|
Waiver of Surrender Charges
|
The Company will waive any applicable Surrender Charges in the event you, at any time after Contract Year 1, enter for a period of at least ninety (90) days a facility which is: (1) licensed by the State, and (2) qualifies as a skilled nursing home facility under Medicare or Medicaid. Written proof satisfactory to the Company must be submitted. A Market Value Adjustment will be imposed however, if applicable.
|
|
Interest Withdrawals
|
If you notify the Company in Writing at any time during the current Contract Year, the Company will send you all or a portion of the interest credited during the prior Contract Year. You may only make one withdrawal during a Contract Year. No Surrender Charge or Market Value Adjustment will be imposed on such interest withdrawals.
|
|
MARKET VALUE ADJUSTMENT
|
|
The formula which will be used to determine the Market Value Adjustment is:
|
[(1 + g) / (1 + c)]
N/12
|
|
g = The Guaranteed Interest Rate in effect for the current Guaranteed Period (expressed as a decimal, e.g., 1% = .01).
|
c = The current Guaranteed Interest Rate that the Company is offering for a Guaranteed Period of the same duration measured in months as represented by N (expressed as a decimal, e.g., 1% = .01).
|
N = The number of months from the Surrender Date to the end of the current Guaranteed Period.
|
|
ANNUITY OPTIONS
|
|
Annuity Benefit
|
If the Annuitant is alive on the Annuity Commencement Date and unless directed otherwise, the Company will apply the Net Account Value according to the Annuity Option elected.
|
|
You may elect to have all or a part of the Net Account Value applied on the Annuity Commencement Date under any of the Annuity Options described below. In the absence of an election, the Net Account Value will be applied on the Annuity Commencement Date under Option 2 – Life Income with Payments for a 10 Year Guaranteed Period.
|
|
Elections of any of these options must be made in Writing to the Company 30 days prior to the date such election is to become effective.
|
|
The first payment under any Annuity Option will be made one month following the Annuity Commencement Date. Subsequent payments shall be made in accordance with the manner of payment selected.
|
|
You, or in the case you shall not have done so, the Beneficiary after the death of the Annuitant, may elect in lieu of payment in one sum, that any amount or part thereof due by the Company under this Contract to the Beneficiary shall be applied under any one of the Annuity Options stated below. Such election must be made within one year after the death of the Annuitant by written notice to the Home Office of the Company. If the Annuitant dies on or after the Annuity Commencement Date and before all of the benefits under the Annuity Option selected have been paid, any remaining portion of such benefits will be paid out at least as fast as under the Annuity Option being used when the Annuitant dies.
|
|
An Annuity affected under this Contract may not be surrendered after the commencement of annuity payments.
|
|
Annuity Options
|
|
Option 1 – Payment for a Fixed Period.
Equal monthly payments will be made for any period of not less than 5 nor more than 30 years. The amount of each payment depends on the total amount applied, the period selected and the monthly payment rates we are using when the first payment is due.
|
|
Option 2 – Life Income with Payments for a Guaranteed Period.
Equal monthly payments are based on the life of the named Annuitant. Payments will continue for the lifetime of that person with payments guaranteed for 10 or 20 years. Payments stop at the end of the selected guaranteed period or when the named person dies, whichever is later.
|
|
Option 3 – Payments of a Fixed Amount.
Equal monthly payment will be for an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied. Interest will be credited each month on the unpaid
|
balance and added to it. This interest will be at a rate set by us, but not less than an effective interest rate of 4% per year. Payments continue until the amount we hold runs out. The last payment will be for the balance only.
|
|
Option 4 –
The total amount applied may be used to purchase an Annuity of any kind issued by us on the date this option is elected.
|
|
Minimum Amounts –
We reserve the right to pay the total amount of this Contract in one lump sum, if less than $5,000. If monthly payments are less than $100, we may make payments quarterly, semi-annually, or annually, at our option.
|
|
All elected Annuity Options must comply with current Federal and state statutes and Internal Revenue Service Regulations. If we have available, at the time an Annuity Option is elected, options or rates on a more favorable basis than those guaranteed, the higher benefits shall apply.
|
|
ANNUITY TABLES
|
|
The attached Annuity Tables show the dollar amount of the monthly payments for each $1,000 applied. The tables are based on the 1983 Individual Annuity Mortality Table A projected 4 years with interest at 4% per annum.
|
MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
|
||||||||||||
OPTION 1 TABLE
|
|
OPTION 2 TABLE
|
||||||||||
Payments For Fixed Period
|
|
LIFE INCOME WITH PAYMENTS FOR A GUARANTEED PERIOD
|
||||||||||
|
|
|
|
|
|
10 Years
|
|
20 Years
|
||||
Years
|
|
Monthly Payment
|
|
Age of Payee
|
|
Male
|
|
Female
|
|
Male
|
|
Female
|
5
|
$
|
18.32
|
|
59
|
$
|
5.29
|
$
|
4.83
|
$
|
4.98
|
$
|
4.68
|
6
|
|
15.56
|
|
60
|
|
5.40
|
|
4.92
|
|
5.04
|
|
4.74
|
7
|
|
13.59
|
|
61
|
|
5.51
|
|
5.01
|
|
5.10
|
|
4.81
|
8
|
|
12.12
|
|
62
|
|
5.63
|
|
5.10
|
|
5.17
|
|
4.88
|
9
|
|
10.97
|
|
63
|
|
5.75
|
|
5.21
|
|
5.24
|
|
4.95
|
10
|
|
10.06
|
|
64
|
|
5.88
|
|
5.32
|
|
5.30
|
|
5.02
|
11
|
|
9.31
|
|
65
|
|
6.02
|
|
5.43
|
|
5.37
|
|
5.09
|
12
|
|
8.69
|
|
66
|
|
6.16
|
|
5.55
|
|
5.43
|
|
5.17
|
13
|
|
8.17
|
|
67
|
|
6.31
|
|
5.68
|
|
5.49
|
|
5.24
|
14
|
|
7.72
|
|
68
|
|
6.47
|
|
5.82
|
|
5.55
|
|
5.31
|
15
|
|
7.34
|
|
69
|
|
6.63
|
|
5.97
|
|
5.60
|
|
5.38
|
16
|
|
7.00
|
|
70
|
|
6.79
|
|
6.12
|
|
5.65
|
|
5.45
|
17
|
|
6.71
|
|
71
|
|
6.96
|
|
6.28
|
|
5.70
|
|
5.51
|
18
|
|
6.44
|
|
72
|
|
7.13
|
|
6.45
|
|
5.74
|
|
5.58
|
19
|
|
6.21
|
|
73
|
|
7.31
|
|
6.63
|
|
5.78
|
|
5.64
|
20
|
|
6.00
|
|
74
|
|
7.48
|
|
6.81
|
|
5.82
|
|
5.69
|
21
|
|
5.81
|
|
75
|
|
7.66
|
|
7.00
|
|
5.85
|
|
5.74
|
22
|
|
5.64
|
|
76
|
|
7.84
|
|
7.20
|
|
5.88
|
|
5.78
|
23
|
|
5.49
|
|
77
|
|
8.02
|
|
7.40
|
|
5.90
|
|
5.82
|
24
|
|
5.35
|
|
78
|
|
8.20
|
|
7.60
|
|
5.92
|
|
5.85
|
25
|
|
5.22
|
|
79
|
|
8.37
|
|
7.81
|
|
5.94
|
|
5.88
|
26
|
|
5.10
|
|
80
|
|
8.54
|
|
8.10
|
|
5.96
|
|
5.91
|
27
|
|
5.00
|
|
81
|
|
8.70
|
|
8.21
|
|
5.97
|
|
5.93
|
28
|
|
4.90
|
|
82
|
|
8.85
|
|
8.41
|
|
5.98
|
|
5.95
|
29
|
|
4.80
|
|
83
|
|
8.99
|
|
8.59
|
|
5.98
|
|
5.96
|
30
|
|
4.72
|
|
84
|
|
9.12
|
|
8.77
|
|
5.99
|
|
5.97
|
|
|
|
|
& over
|
|
9.25
|
|
8.93
|
|
5.99
|
|
5.98
|
1.
|
The definition entitled “Beneficiary” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
BENEFICIARY -
|
PRIMARY
: The person named to receive the Death Benefit under this Contract upon the death of any Participant. Upon the death of any Participant, the surviving Participant, if any, will be the Beneficiary.
|
2.
|
The last sentence of the provision entitled “Initial Guaranteed Interest Rate” is deleted in its entirety and a new sentence is inserted in lieu thereof to read as follows:
|
3.
|
The definition entitled “Surrender Charges” is deleted in its entirety and a new “Surrender Charges” provision is inserted in lieu thereof to read as follows:
|
4.
|
The provision entitled “Annuity Commencement Date Changes” is deleted in its entirety and a new provision entitled “Annuity Commencement Date” is inserted in lieu thereof to read as follows:
|
5.
|
A new provision entitled “Annuitant” is added to the Control Provisions section as follows:
|
6.
|
The second sentence of the provision entitled “Beneficiary” is deleted and a new provision is inserted in lieu thereof to read as follows:
|
7.
|
The first sentence of the provision entitled “Control” is deleted and a new sentence is inserted in lieu thereof to read as follows:
|
8.
|
The provision entitled “Death of Annuitant or Participant” is deleted in its entirety and a new provision is inserted in lieu thereof to read as follows:
|
9.
|
The provision entitled “Death Benefit” is deleted in its entirety and a new provision is inserted in lieu thereof to read as follows:
|
(a)
|
it is payable over the life of the designated Beneficiary with distributions beginning with one year of the date of death; or
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the designated Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
if the deceased Participant’ spouse is the designated Beneficiary, that spouse may elect to continue this Contract and become the new Participant.
|
10.
|
The second paragraph of the provision entitled “Surrenders – Termination” is hereby deleted in its entirety and a new paragraph is inserted in lieu thereof to read as follows:
|
11.
|
The fifth paragraph of the provision entitled “Annuity Benefit” is deleted in its entirety and a new paragraph is inserted to read as follows:
|
1.
|
The definition entitled “Beneficiary” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
BENEFICIARY -
|
PRIMARY
: The person named to receive the Death Benefit under this Certificate upon the death of any Participant. Upon the death of any Participant, the surviving Participant, if any, will be the Beneficiary.
|
2.
|
The last sentence of the provision entitled “Initial Guaranteed Interest Rate” is deleted in its entirety and a new sentence is inserted in lieu thereof to read as follows:
|
3.
|
The definition entitled “Surrender Charges” is deleted in its entirety and a new “Surrender Charges” provision is inserted in lieu thereof to read as follows:
|
4.
|
The provision entitled “Annuity Commencement Date Changes” is deleted in its entirety and a new provision entitled “Annuity Commencement Date” is inserted in lieu thereof to read as follows:
|
5.
|
A new provision entitled “Annuitant” is added to the Control Provisions section as follows:
|
6.
|
The first and third sentences of the provision entitled “Beneficiary” are deleted and the following new sentences are inserted in lieu thereof to read as follows:
|
7.
|
The last paragraph of the provision entitled “Beneficiary” is deleted.
|
8.
|
The provision entitled “Death of Annuitant or Participant” is deleted in its entirety and a new provision is inserted in lieu thereof to read as follows:
|
9.
|
The provision entitled “Death Benefit” is deleted in its entirety and a new provision is inserted in lieu thereof to read as follows:
|
(a)
|
it is payable over the life of the designated Beneficiary with distributions beginning with one year of the date of death; or
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the designated Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
if the deceased Participant’s spouse is the designated Beneficiary, that spouse may elect to continue this Certificate and become the new Participant.
|
10.
|
The second paragraph of the provision entitled “Surrenders – Termination” is hereby deleted in its entirety and a new paragraph is inserted in lieu thereof to read as follows:
|
11.
|
A new paragraph 4 is inserted in the provision entitled “Annuity Benefits” that appears in the section entitled “Annuity Options” to read as follows:
|
1.
|
The definition entitled “Beneficiary” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
BENEFICIARY -
|
PRIMARY
: The person named to receive the Death Benefit under this Contract upon the death of any Owner. Upon the death of any Owner, the surviving Owner, if any, will be the Beneficiary.
|
2.
|
The provision entitled “Surrender Charges” is deleted in its entirety and is replaced by the following:
|
3.
|
The provision entitled “Annuity Commencement Date Changes” is deleted in its entirety and a new provision entitled “Annuity Commencement Date” is inserted in lieu thereof to read as follows:
|
4.
|
A new provision entitled “Annuitant” is added to the Control Provisions section as follows:
|
5.
|
The second sentence of the provision entitled “Beneficiary” is deleted and a new sentence is inserted in lieu thereof to read as follows:
|
6.
|
The first sentence of the provision entitled “Control” is deleted and a new sentence is inserted in lieu thereof to read as follows:
|
7.
|
The provision entitled “Death of Annuitant or Owner” is deleted in its entirety and a new provision is inserted in lieu thereof to read as follows:
|
8.
|
The provision entitled “Death Benefit” is deleted in its entirety and a new provision is inserted in lieu thereof to read as follows:
|
(a)
|
it is payable over the life of the designated Beneficiary with distributions beginning with one year of the date of death; or
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the designated Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
if the deceased Owner’s spouse is the designated Beneficiary, that spouse may elect to continue this Certificate and become the new Owner.
|
9.
|
The second paragraph of the provision entitled “Surrenders – Termination” is hereby deleted in its entirety and a new paragraph is inserted in lieu thereof to read as follows:
|
10.
|
The fifth paragraph of the provision entitled “Annuity Benefit” is deleted in its entirety and a new paragraph is inserted in lieu thereof to read as follows:
|
1.
|
The definition entitled “
Annuity Deposit
” is deleted in its entirety and a new Definition is inserted in lieu thereof to read as follows:
|
2.
|
The following sentences shall be added to the definition of
Initial Guaranteed Interest Rate
: “The Initial Guaranteed Interest Rate for additional Annuity Deposits shall be determined as of the date the additional Annuity Deposits are received and will be credited to the Sub-Account for the Initial Guaranteed Period you select for such additional Annuity Deposits.
|
3.
|
The definition entitled
Sub-Account Value
is deleted in its entirety and a new definition entitled
Sub-Account Value
is inserted in lieu thereof to read as follows:
|
1.
|
The definition entitled “
Annuity Deposit
” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
2.
|
The following sentence shall be added to the definition of
Initial Guaranteed Interest Rate
: “The Initial Guaranteed Interest Rate for additional Annuity Deposits shall be determined as of the date the additional Annuity Deposits are received and will be credited to the Sub-Account for the Initial Guaranteed Period you select for such additional Annuity Deposits.
|
3.
|
The definition entitled
Sub-Account Value
is deleted in its entirety and a new definition entitled
Sub-Account Values
is inserted in lieu thereof to read as follows:
|
1.
|
The definition entitled
“Annuity Deposit”
is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
2.
|
The following sentence shall be added to the definition of
Initial Guaranteed Interest Rate
:
|
3.
|
The definition entitled
Sub-Account Value
is deleted in its entirety and a new definition entitled “
Sub-Account Value(s)”
is inserted in lieu thereof to read as follows:
|
1.
|
The definition entitled “ANNUITY DEPOSIT” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
2.
|
The definition entitled “BENEFICIARY” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
3.
|
A new sentence is inserted at the end of the definition entitled “MARKET VALUE ADJUSTMENT” to read as follows: The Market Value Adjustment is explained on the Schedule.
|
4.
|
A new sentence is inserted at the end of the definition entitled “SUB-ACCOUNT VALUE” to read as follows:
|
5.
|
The last sentence in the definition entitled “SURRENDER CHARGE” is deleted and a new sentence is inserted in lieu thereof to read as follows: The Surrender Charge is explained on the Schedule.
|
6.
|
A new provision entitled “ANNUITANT” is added to the section entitled “CONTROL PROVISIONS” to read as follows:
|
7.
|
The second sentence of the provision entitled “BENEFICIARY” is deleted and the following new sentence is inserted as the new second sentence to read as follows: You may change the Beneficiary at anytime.
|
8.
|
The provisions entitled “DEATH OF THE ANNUITANT OR OWNER” and “DEATH BENEFIT” are deleted in their entirety and new provisions are inserted in lieu thereof to read as follows:
|
(a)
|
it is payable over the life of the Beneficiary with distributions beginning within one year of the date of death; or
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
the deceased Owner’s spouse is the Beneficiary and, in lieu of receiving the Death Benefit, continues the Contract and becomes the new Owner.
|
9.
|
The section entitled “ANNUITY DEPOSIT”, including the provision entitled “SUB-ACCOUNTS”, is deleted in its entirety.
|
14.
|
The fourth and fifth paragraphs of the provision entitled “ANNUITY BENEFIT” are deleted in their entirety and a new paragraph is inserted as the new fourth paragraph to read as follows:
|
16.
|
A new sentence is added to the end of the provision entitled “ANNUITY TABLE” to read as follows: One year will be deducted from the attained age of the Annuitant for every completed three years beyond the year 1987.
|
1.
|
The definition entitled “ANNUITY DEPOSIT” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
2.
|
The definition entitled “BENEFICIARY” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
3.
|
A new sentence is inserted at the end of the definition entitled “MARKET VALUE ADJUSTMENT” to read as follows: The Market Value Adjustment is explained on the Schedule.
|
4.
|
A new sentence is inserted at the end of the definition entitled “SUB-ACCOUNT VALUE” to read as follows:
|
5.
|
The last sentence in the definition entitled “SURRENDER CHARGE” is deleted and a new sentence is inserted in lieu thereof to read as follows: The Surrender Charge is explained on the Schedule.
|
6.
|
A new provision entitled “ANNUITANT” is added to the section entitled “CONTROL PROVISIONS” to read as follows:
|
7.
|
The second sentence of the provision entitled “BENEFICIARY” is deleted and the following new sentence is inserted as the new second sentence to read as follows: You may change the Beneficiary at anytime.
|
8.
|
The phrase “while the Annuitant is living” is deleted from the first sentence of the provision entitled “CONTROL” and new phrase “prior to the Annuity Commencement Date” is inserted in lieu thereof.
|
9.
|
The provisions entitled “DEATH OF THE ANNUITANT OR PARTICIPANT” and “DEATH BENEFIT” are deleted in their entirety and new provisions are inserted in lieu thereof to read as follows:
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
the deceased Participant’s spouse is the Beneficiary and, in lieu of receiving the Death Benefit, continues the Certificate and becomes the new Participant.
|
12.
|
A new sentence is added to the end of the section entitled “PREMIUM TAXES” to read as follows:
|
13.
|
The section entitled “SURRENDERS-TERMINATION” is revised as follows:
|
14.
|
The section entitled “MARKET VALUE ADJUSTMENT” is deleted in its entirety.
|
15.
|
The fourth and fifth paragraphs of the provision entitled “ANNUITY BENEFIT” are deleted in their entirety and a new paragraph is inserted as the new fourth paragraph to read as follows:
|
16.
|
OPTION 4 in the provision entitled “ANNUITY OPTIONS” is deleted in its entirety.
|
17.
|
A new sentence is added to the end of the provision entitled “ANNUITY TABLE” to read as follows: One year will be deducted from the attained age of the Annuitant for every completed three years beyond the year 1987.
|
1.
|
The definition entitled “ANNUITY DEPOSIT” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
2.
|
The definition entitled “BENEFICIARY” is deleted in its entirety and a new definition is inserted in lieu thereof to read as follows:
|
3.
|
The last sentence in the definition entitled “INITIAL GUARANTEED INTEREST RATE” is revised to read as follows: This rate is specified on the Schedule.
|
4.
|
A new sentence is inserted at the end of the definition entitled “MARKET VALUE ADJUSTMENT” to read as follows: The Market Value Adjustment is explained on the Schedule.
|
5.
|
A new sentence is inserted at the end of the definition entitled “SUB-ACCOUNT VALUE” to read as follows:
|
6.
|
The last sentence in the definition entitled “SURRENDER CHARGE” is deleted and a new sentence is inserted in lieu thereof to read as follows: The Surrender Charge is explained on the Schedule.
|
7.
|
A new provision entitled “ANNUITANT” is added to the section entitled “CONTROL PROVISIONS” to read as follows:
|
8.
|
The first and third sentences of the provision entitled “BENEFICIARY” are deleted and the following new sentence is inserted as the new second sentence to read as follows. You may change the Beneficiary at any time.
|
9.
|
The provisions entitled “DEATH OF THE ANNUITANT OR PARTICIPANT” and “DEATH BENEFIT” are deleted in their entirety and new provisions are inserted in lieu thereof to read as follows:
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
the deceased Participant’s spouse is the Beneficiary and, in lieu of receiving the Death Benefit continues the Certificate and becomes the new Participant.
|
10.
|
The section entitled “ANNUITY DEPOSIT” including the provision entitled “SUB-ACCOUNTS”, is deleted in its entirety.
|
11.
|
The section entitled “INTEREST CREDITED AND GUARANTEED PERIODS” is revised as follows:
|
12.
|
A new sentence is added to the end of the section entitled “PREMIUM TAXES” to read as follows:
|
|
Premium Taxes may also be deducted from the Death Benefit.
|
13.
|
The section entitled “SURRENDERS-TERMINATION” is revised as follows:
|
14.
|
The section entitled “MARKET VALUE ADJUSTMENT” is deleted in its entirety.
|
15.
|
The third paragraph in the provision entitled “ANNUITY BENEFIT” is deleted in its entirety and a new paragraph is inserted in lieu thereof to read as follows:
|
16.
|
Option 4 in the provision entitled “ANNUITY OPTIONS” is deleted in its entirety.
|
17.
|
A new sentence is added to the end of provision entitled “ANNUITY TABLE” to read as follows: One year will be deducted from the attained age of the Annuitant for every completed three years beyond the year 1987.
|
/S/ JOHN K. WRIGHT
|
|
/S/ DRAYTON NABERS, JR.
|
|
|
|
John K. Wright
|
|
Drayton Nabers, Jr.
|
Secretary
|
|
President
|
|
|
|
Owner
|
|
Joint Owner
|
|
|
|
Annuitant
|
|
Annuity Commencement Date
|
|
|
|
Contract Number
|
|
Effective Date
|
Number of Completed Years in a Guaranteed Period
|
|
Surrender Charge Percentage
|
0
|
|
6%
|
1
|
|
6%
|
2
|
|
5%
|
3
|
|
4%
|
4
|
|
3%
|
5
|
|
2%
|
6
|
|
1%
|
7+
|
|
0%
|
Schedule ……………………………………………………………………………………
|
2
|
Definitions …………………………………………………………………………………..
|
4
|
General Provisions ………………………………………………………………………...
|
6
|
Control Provisions …………………………………………………………………………
|
7
|
Premium Taxes …………………………………………………………………………….
|
9
|
Surrenders-Termination …………………………………………………………………..
|
9
|
Interest Credited and Guaranteed Periods ……………………………………………..
|
9
|
Annuity Options ……………………………………………………………………………
|
10
|
Annuity Tables ……………………………………………………………………………..
|
12
|
(b)
|
it is payable over a period not extending beyond the life expectancy of the Beneficiary with distributions beginning within one year of the date of death; or
|
(c)
|
the deceased Owner's spouse is the Beneficiary and, in lieu of receiving the Death Benefit, continues the Contract and becomes the new Owner.
|
OPTION 1 TABLE
|
|
OPTION 2 TABLE
|
|||||
PAYMENTS FOR A FIXED PERIOD
|
|
LIFE INCOME FOR A GUARANTEED PERIOD
|
|||||
|
|
10 Years
|
20 Years
|
||||
Years
|
Monthly Payment
|
Age of Payee
|
|
Male
|
Female
|
Male
|
Female
|
5
|
18.32
|
59
|
|
5.29
|
4.83
|
4.98
|
4.68
|
6
|
15.56
|
60
|
|
5.40
|
4.92
|
5.04
|
4.74
|
7
|
13.59
|
61
|
|
5.51
|
5.01
|
5.10
|
4.81
|
8
|
12.12
|
62
|
|
5.63
|
5.10
|
5.17
|
4.88
|
9
|
10.97
|
63
|
|
5.75
|
5.21
|
5.24
|
4.95
|
10
|
10.06
|
64
|
|
5.88
|
5.32
|
5.30
|
5.02
|
11
|
9.31
|
65
|
|
6.02
|
5.43
|
5.37
|
5.09
|
12
|
8.69
|
66
|
|
6.16
|
5.55
|
5.43
|
5.17
|
13
|
8.17
|
67
|
|
6.31
|
5.68
|
5.49
|
5.24
|
14
|
7.72
|
68
|
|
6.47
|
5.82
|
5.55
|
5.31
|
15
|
7.34
|
69
|
|
6.63
|
5.97
|
5.60
|
5.38
|
16
|
7.00
|
70
|
|
6.79
|
6.12
|
5.65
|
5.45
|
17
|
6.71
|
71
|
|
6.96
|
6.28
|
5.70
|
5.51
|
18
|
6.64
|
72
|
|
7.13
|
6.45
|
5.74
|
5.58
|
19
|
6.21
|
73
|
|
7.31
|
6.63
|
5.78
|
5.64
|
20
|
6.00
|
74
|
|
7.48
|
6.81
|
5.82
|
5.69
|
21
|
5.81
|
75
|
|
7.66
|
7.00
|
5.85
|
5.74
|
22
|
5.64
|
76
|
|
7.84
|
7.20
|
5.88
|
5.78
|
23
|
5.49
|
77
|
|
8.02
|
7.40
|
5.90
|
5.82
|
24
|
5.35
|
78
|
|
8.20
|
7.60
|
5.92
|
5.85
|
25
|
5.22
|
79
|
|
8.37
|
7.81
|
5.94
|
5.88
|
26
|
5.10
|
80
|
|
8.54
|
8.10
|
5.96
|
5.91
|
27
|
5.00
|
81
|
|
8.70
|
8.21
|
5.97
|
5.93
|
28
|
4.90
|
82
|
|
8.85
|
8.41
|
5.98
|
5.95
|
29
|
4.80
|
83
|
|
8.99
|
8.59
|
5.98
|
5.96
|
30
|
4.72
|
84
|
|
9.12
|
8.77
|
5.99
|
5.97
|
|
|
& over
|
|
9.25
|
8.93
|
5.99
|
5.98
|
(a)
|
“AmSouth” shall mean AmSouth Bank N.A., a national banking association, being the issuer of the Letter of Credit, or any other bank acceptable to Holder and Seller.
|
(b)
|
“Bond” or “Bonds” means the local governmental obligations described in
Exhibit A
attached hereto, made a part hereof and incorporated herein by reference.
|
(c)
|
“Bond Documents” mean any loan agreement, agreement of sale, installment sale agreement, mortgage, deed of trust, deed to secure debt, promissory note, assignment of rents and leases, title insurance policy, and any other document further evidencing, securing, and/or authorizing each corresponding Bond.
|
(d)
|
“Bond Price” means the amount of $45,287,001.08, which sum is being paid by the Bank to the Seller for the Bonds. The Bond Price includes the Premium. “Bond Price for each Bond” shall mean, with respect to each Bond, the Bond Price shown on Exhibit A for such bond, separately.
|
(a)
|
the enactment of legislation, the issuance or rendering of a judicial decision or decree, or an order, ruling, regulation or official statement of general application of the Department of the Treasury or of the Internal Revenue Service of the United States;
|
(b)
|
the issuance of a written notice of deficiency or other final notice to any Holder or any other action taken by the Department of the Treasury or the Internal Revenue Service of the United States which is not subject to further review or rehearing except by the filing of a petition in the Tax Court of the United States or by other judicial proceeding;
|
(c)
|
the issuance or revocation of any public or private ruling or technical advice or other announcement or procedure by the Department of the Treasury or the Internal Revenue Service of the United States; or
|
(ii)
|
advice from nationally-recognized bond counsel to any Holder in writing that interest on the Bonds is currently includible in gross income for federal income tax purposes.
|
(h)
|
“Escrow Agreement” means the Escrow Agreement, dated as of this same date, by and between the Bank, Escrow Agent, and the Seller, as amended and supplemented from time to time in accordance with its terms.
|
(i)
|
“Event of Default” means, with respect to any Bond, any event of default in the Bond or any Bond Document, and the expiration of 60 days following such event of default, during which 60-day period such event of default is not cured.
|
(j)
|
“First Call Date” means, with respect to each Bond, the first date the holder of the Bond has the right to demand, call, or accelerate the principal amount due under the Bond, together with all interest and other amounts due under such Bond according to its terms. The First Call Date for each Bond is specified in
Exhibit A
.
|
(k)
|
“Holder” or “Holders” means the holder(s) or owner(s) from time to time of the Bonds, the initial Holder being the Bank.
|
(l)
|
“Issuer” means, with respect to each Bond, the public or municipal corporation which has issued such Bond.
|
(m)
|
“Letter of Credit” means the irrevocable Letter of Credit, in the form of
Exhibit B
attached hereto, made a part hereof and incorporated herein by reference, issued by AmSouth for the account of the Seller in favor of the Bank and delivered to the Bank.
|
(n)
|
“Obligor” means the obligor of the Issuer with respect to each Bond having the ultimate obligation for the payment thereof irrespective of the form of the arrangement providing for such payment by such obligor (whether a lease agreement, installment sale agreement, a loan agreement, or other financing arrangement); and the assignee, sublessee, or transferee of such obligor, which assignee, sublessee, or transferee is making the payments due under the Bond.
|
(o)
|
“Premium” means the difference between the Bond Price and the aggregate outstanding principal of the Bonds, which Premium is $6,859,447.32, as described in
Exhibit A
attached hereto (and separately with respect to each Bond).
|
(q)
|
“Put Expiration Date” shall mean, with respect to each Bond, 5:00 P.M. (New York, New York time) on the day which is 31 days after the expiration of the Redemption Period for each Bond. The Redemption Period for each Bond is the date by which the Issuer of the Bond is required to redeem the Bond after the First Call Date (assuming, for purposes of this definition only, and without obligating any Holder, that the Holder exercises its call rights as of the First Call Date).
|
(r)
|
“Servicing Agreement” means the Servicing Agreement, dated as of this date, by and between the Seller and the Bank, as amended and supplemented from time to time in accordance with its terms.
|
(s)
|
“Repurchase Date” means the date or dates designated by the Bank as the date on which the Bonds shall be repurchased (meaning paid for in immediately available funds received by Bank) by the Seller pursuant to the terms of Section 4 hereof. The Repurchase Date shall not be earlier than 15 days following receipt by Seller of the Put Notice described in Section 5 with respect to each Bond.
|
(i)
|
the unpaid principal balance due under each Bond as of the Repurchase Date for the Bond;
|
(iii)
|
all unpaid advances by the Holder to cure defaults under the Bond which are secured by the Bond Documents due and payable as of the Repurchase Date for the Bond; and
|
(iv)
|
with respect to any Bond subject to a Default Put (as described in Section 4), all principal and interest payments received by the Holder during a period of 90 days (or the preference period then in effect under federal bankruptcy laws) prior to the Repurchase Date. Such payments received in such 90-day period are herein referred to as “90-day Payments”.
|
(v)
|
with respect to any Bond subject to a Taxability Put (as described in Section 4), all additional interest payable under each Bond, as a result of a Determination of Taxability, from the Closing Date to the Repurchase Date.
|
(a)
|
Default Put
. With respect to any Bond, the occurrence of an Event of Default described in Section 1(i); and/or, with respect to all Bonds, a default by Seller under Section 13(c) [ referred to collectively as the “Default Put” or a “Put” ]; or
|
(b)
|
Taxability Put
. The occurrence of a Determination of Taxability with respect to the Bond [ referred to as a “Taxability Put” or a “Put” ].
|
(a)
|
The Seller is a corporation duly organized and validly existing under the laws of the State of Delaware, is in good standing thereunder and has full corporate power and authority to own and operate its properties and conduct the business now being conducted by it.
|
(b)
|
The Seller has duly authorized all necessary action to be taken by it for: (i) the execution, delivery, receipt and due performance of this Agreement and such other documents and agreements as may be required to be executed and delivered or received by the Seller in order to carry out, give effect to and consummate the transactions contemplated hereby and (ii) the execution, delivery, receipt and due performance of the documents and such other documents and agreements as may be required to be executed and delivered or received by the Seller in order to carry out, give effect to and consummate the transactions contemplated thereby.
|
(c)
|
This Agreement and the Servicing Agreement have each been duly executed and delivered by the Seller, and each is a legal, valid and binding obligation of the Seller enforceable in accordance with its terms.
|
(d)
|
There is no action, suit, proceeding, claim, inquiry or investigation at law or in equity, or before or by any court, public board or body or governmental agency, pending or threated against, by or affecting the Seller or any of its subsidiaries or affiliates or its or their business or condition (financial or otherwise) (or, to the Seller’s knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated to be performed by the Seller hereby or by the Documents, or the validity or the enforceability of the Documents or any other
|
(e)
|
All necessary authorizations, approvals, permits, consents and licenses required to be obtained by the Seller in connection with the execution and delivery by the Seller of the Documents, and the consummation by the Seller of the transactions contemplated to be performed by the Seller hereby and thereby, have been obtained, and no other authorizations, approval, permits, consent or license of any court, public board or body or governmental agency is required in order to consummate the transactions contemplated to be performed by the Seller hereby and thereby.
|
(f)
|
Neither the sale and delivery of the Bonds, nor the execution and delivery by the Seller of the Documents or any other document or agreement contemplated hereby or thereby, nor the performance by the Seller of its obligations hereunder or thereunder, will conflict with, contravene or constitute on the part of the Seller a breach of or a default under its Certificate of Incorporation or Bylaws or any action or resolution of its Board of Directors or any committee thereof, any existing law, court or administrative rule, regulation, decree or order, or any agreement, indenture, mortgage, lease or other document or instrument to which the Seller is a party or subject or by which it is bound.
|
(g)
|
The execution, delivery and performance by the Seller of this Agreement, the Documents or any other document or agreement contemplated hereby or thereby, or compliance by the Seller with the provisions hereof or thereof, does not require registration with, or the taking of any action in respect of, any federal, state or other governmental agency or authority.
|
(h)
|
(i) None of the Bonds are in default as to the payment of principal, premium, if any, or interest, nor is the Seller aware of any other event or circumstance which, with the giving of notice or the lapse of time, or both, would be deemed to be a default under any of the documents or agreements relating to, securing or providing for the payment of any of the Bonds, and (ii) no notice has been given of the call for redemption (whether optional, mandatory or sinking fund) of any of the Bonds prior to its stated maturity.
|
(i)
|
Each Subsidiary is the sole owner of the Bonds designated on
Exhibit A
as owned by such Subsidiary, free and clear of any liens, pledges, security interests, charges or other encumbrances of any kind or nature whatsoever.
|
(j)
|
To the knowledge of the Seller, there is no action, suit, proceeding, claim, inquiry or investigation at law or in equity, or before or by any court, public board or body or governmental agency, pending or threatened wherein an unfavorable decision, ruling or finding would adversely affect the exemption of interest on the Bonds from federal income taxation, nor has the Seller taken any actions or made any omissions which might adversely affect the exemption of interest on the Bonds from federal income taxation, nor is the Seller aware of any such actions or omissions by any other person or entity.
|
(k)
|
There is no action, suit, proceeding, claim, inquiry or investigation at law or in equity, or before or by any court, public board or body or governmental agency, pending or threatened against, by or affecting the Seller or any of its subsidiaries or affiliates or its or their business or condition (financial or otherwise) (or, to the Seller’s knowledge, any basis therefor), wherein an unfavorable decision, ruling or finding might result in a material adverse change in the operations, properties or condition (financial or otherwise) of the Seller, and the Seller has no knowledge of any default with respect to any order of any court, governmental authority or arbitrator that might result in any such change.
|
(l)
|
The Bonds delivered by the Seller will be as described in
Exhibit A
hereto.
|
(m)
|
The Seller agrees to indemnify and hold harmless the Bank, and any member, officer, official or employee of the Bank, (collectively, the “Indemnified Parties”), and each of them, against any and all losses, claims, damages, liabilities or expenses whatsoever caused by any untrue statement or misleading statement or allegedly misleading statement of a material fact given or made in connection with the representations, warranties and agreements of the Seller contained in this Section or caused by any omission or alleged omission from the representations, warranties and agreements contained in this Section of any material fact necessary in order to make the statements made herein, in light of the circumstances under which they were made, not misleading.
|
(n)
|
If any action shall be brought against one or more of the Indemnified Parties based upon the representations, warranties and agreements contained in this Section and in respect of which indemnity may be sought against the Seller, the Indemnified Party or Parties shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses in connection therewith and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless employment of such counsel has been specifically authorized by the Seller. The Seller shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified parties, but, if settled with the consent of the Seller or if there be a final judgment for the plaintiff in any such action against the Seller or any of the Indemnified Parties, with or without the consent of the Seller, the Seller agrees to indemnify and hold harmless the Indemnified party or Parties to the extent provided in this Agreement.
|
(o)
|
Any certificate signed by any of the authorized officers of the Seller and delivered to the parties hereto shall be deemed a representation and warranty of the Seller as to the statements made therein.
|
(p)
|
Financial Information:
|
(i)
|
The 1984 Annual Report of Seller certified by Coopers & Lybrand for the period ending December 31, 1984 a copy of which has been delivered to the Bank and AmSouth, presents fairly the assets and liabilities of the Seller as of December 31, 1984, all in conformity with generally accepted accounting principles applied on a consistent basis.
|
(ii)
|
The Form 10-Q for the nine month period ending September 30, 1985, filed with the Securities and Exchange Commission (“SEC”), a copy of which has been delivered to the Bank, presents fairly the assets and liabilities of Seller for the period then ended, in conformity with accounting practices prescribed or permitted by the SEC, applied on a consistent basis, subject to year-end adjustments and the audit of financial statements.
|
(q)
|
Taxes:
|
(i)
|
All tax returns required to be filed by the Seller in any jurisdiction have been filed, and all taxes, assessments, fees and other governmental charges upon the Seller or upon any of its respective properties, income or franchises which, to the best knowledge of the Seller, are due and payable, have been paid in full.
|
(ii)
|
In the opinion of the Seller, the provisions for taxes on the books of the Seller are adequate for all open years and for their current fiscal periods.
|
(a)
|
The Bank is a national banking association duly organized and validly existing under the laws of the United States, is in good standing thereunder and has full corporate power and authority to own and operate its properties and to conduct the business now being conducted by it.
|
(b)
|
The Bank has duly authorized all necessary action to be taken by it for: (i) the execution, delivery, receipt and due performance of this Agreement and such other documents and agreements as may be required to be executed and delivered or received by the Bank in order to carry out, given effect to and consummate the transactions contemplated hereby, and (ii) the execution, delivery, receipt and due performance of the Documents.
|
(c)
|
This Agreement and the Servicing Agreement have each been duly executed and delivered by the Bank, and each is a legal, valid and binding obligation of the Bank enforceable in accordance with its terms.
|
(d)
|
There is no action, suit, proceeding, claim, inquiry or investigation at law or in equity, or before or by any court, public board or body or governmental agency, pending or threatened against, by or affecting the Bank (or, to the Bank’s knowledge, any basis therefor) where in an unfavorable decision, ruling or finding would adversely affect the transactions contemplated to be performed by the Bank hereby or by the other Documents or the validity or the enforceability of this Agreement, or any other documents or agreement to which the Bank is a party and which is used or contemplated for use in the consummation of the transactions contemplated to be performed by the Bank hereby and by the other Documents or which would declare the same to be unlawful or cause a rescission thereof.
|
(e)
|
All necessary authorizations, approvals, permits, consents and licenses required to be obtained by the Bank in connection with the execution and delivery by the Bank of the Documents and the consummation by the Bank of the transactions contemplated to be performed by the Bank hereby and thereby, have been obtained, and no other authorization approval, permit, consent or license of any court, public board or body or governmental agency is required in order to consummate the transactions contemplated to be performed by the Bank hereby and thereby.
|
(f)
|
Neither the execution and delivery by the Bank of this Agreement, or any other Documents or agreement contemplated hereby or thereby, nor the performance by the Bank of its obligations hereunder or thereunder, will conflict with, contravene or constitute on the part of the Bank a breach of or a default under its Articles of Incorporation or Bylaws or any action or resolution of its Board of Directors or any committee thereof, any existing law, court or administrative rule, regulations, decree or order or any agreement, indenture, mortgage, lease or other document or instrument to which the Bank is a party or subject or by which it is bound.
|
(g)
|
The execution, delivery and performance by the Bank of this Agreement or any other Documents or agreement contemplated hereby or thereby, or compliance by the Bank with the provisions hereof or thereof, does not require registration with, or the taking of any action in respect of, any federal, state or other governmental agency or authority.
|
(a)
|
Failure by the Seller to repurchase any Bond in accordance with the terms hereof, or the failure by the Holder to observe and perform its obligations under the Servicing Agreement.
|
(b)
|
Failure by the Seller or Holder to observe or perform in any material respect any other covenant, condition or agreement in this Agreement to be observed or performed by the Seller or Holder other than that specified in subsection (a) of this Section for a period of thirty (30) days after written notice of such failure, specifying such failure and requesting that it be remedied, given to the defaulting party by the non-defaulting party, unless the non-defaulting party shall agree in writing to an extension of such thirty (30) day period prior to its expiration; provided, however, that, if the failure stated in the notice cannot be corrected within such thirty (30) day period, the non-defaulting party will not unreasonably withhold its consent to an extension of such grace period of corrective action is instituted by the defaulting party within such grace period and diligently pursued in good faith to the cure of such failure.
|
(c)
|
The dissolution or liquidation of the Seller, AmSouth, or the Holder or the voluntary initiation or commencement by the Seller, AmSouth, or the Holder of any petition for rehabilitation or liquidation under applicable laws or any successor provision or any other proceeding or case under any federal or state law relating to insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief; the initiation or commencement against the Seller, AmSouth, or Holder of any such proceeding or case which shall remain undismissed for sixty (60) days; the assignment by the Seller, AmSouth, or Holder for the benefit of creditors or the entry by the Seller, AmSouth, or Holder into an agreement of compensation with creditors; or, the failure generally by the Seller, AmSouth, or Holder, to pay its debts as they become due. A default by AmSouth under this subsection (c) shall be deemed a default by Seller.
|
(d)
|
The failure of any representation or warranty made herein by the Seller or Holder, (other than a representation or warranty made in good faith reliance upon a representation or warranty made by another party hereto) to be true in all material respects.
|
(i)
|
with respect to each Bond, certification is made by Haskell Slaughter Young & Lewis, as counsel for NatWest, that the transfer documents executed by Seller or Subsidiaries, as appropriate transferring of record those Bond Documents which have heretofore been recorded, respecting such Bond, have been filed of record in the appropriate form in the appropriate public recordation depositories (where the recorded Bond Documents corresponding to each Bond have heretofore been recorded), and
|
(a)
|
The Escrow Agent is not a party to and is not bound by any agreement between any one or more of the parties hereto, except this Agreement, unless otherwise expressly stated herein.
|
(b)
|
The duties of the Escrow Agent hereunder are only such as are herein specifically provided, being purely ministerial in nature, and it shall have no responsibility in respect of any of the cash, property or items deposited with it in the Escrow Fund other than faithfully to follow the instructions herein contained.
|
(c)
|
The Escrow Agent acts hereunder as a depositary. All deposits are warranted by the party making the deposit to be valid deposits. The Escrow Agent is not responsible for or liable in any manner whatever for the sufficiency, correctness, genuineness and validity of any security, document, or other item, which is a part of the Escrow Fund or for any claim or action by any person, firm, corporation or trustee concerning the right or power of any depositor to make any transfer or the validity of the transfer of any part of the Escrow Fund to the Escrow Agent.
|
(d)
|
The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to be genuine.
|
(e)
|
The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own negligence or misconduct.
|
(f)
|
The Escrow Agent is authorized to and may consult with, and obtain advice from, legal counsel in the event any dispute, conflict or question arises as to the construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall be reimbursed from the Escrow Fund held by it for all costs so incurred and shall incur no liability and shall be fully protected for acting in good faith in accordance with the written opinion and instructions of such counsel. Copies of all such opinions shall be made available to the other parties hereto upon request.
|
(g)
|
The Escrow Agent may, but shall not be required to, defend itself in any legal proceedings which may be instituted against it or it may, but shall not be required to, institute legal proceedings in respect of the Escrow Fund, or any part thereof. The Escrow Agent shall be indemnified and held harmless against the cost and expense of any such defense or action.
|
(h)
|
The Escrow Agent shall make payment to or for, or deliver documents to, any party only if in its judgment such payment or delivery may be made under the terms of this Agreement without its incurring any liability. If conflicting demands not expressly provided for in this Agreement are made or notices served upon the Escrow Agent with respect to its action or omission under this Agreement, the parties hereto agree that the Escrow Agent shall have the absolute right to elect to do either or both of the following: (i) withhold and stop all future actions or omissions on its part under this Agreement, or (ii) file a suit in interpleader or for instructions or for a declaratory judgment for other relief and obtain an order from the proper court requiring the parties to litigate in such court their conflicting claims and demands. In the event any such action is taken, the Escrow Agent shall be fully released and discharged from all obligations to perform any duties or obligations imposed upon it by this Agreement unless and until otherwise ordered by the court; and the parties jointly and severally agree that the Escrow Fund may be used to pay all costs, expenses, and reasonable attorney’s fees expended or incurred by the Escrow Agent in connection therewith and promise to pay all such amounts and agree that the costs in fact incurred shall be fixed by the Escrow Agent and a judgment thereof shall be rendered by the Court in such suit. If suit is filed, the prevailing party will be entitled to recover its reasonable attorneys fees and costs in connection with the same. All parties hereby consent, in event of any interpleading of any Escrow Fund, to the investing of such funds in one or more Authorized Investments.
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||||
|
|
For The Year Ended December 31,
|
|
February 1, 2015
|
|
January 1, 2015
|
|
For The Year Ended December 31,
|
||||||||||
|
|
|
to
|
|
to
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
December 31, 2015
|
|
January 31, 2015
|
|
2014
|
|
2013
|
||||||
Ratio of Consolidated Earnings to Fixed Charges
(1)
|
|
1.5
|
|
|
1.6
|
|
|
1.3
|
|
|
2.5
|
|
|
1.8
|
|
|
1.4
|
|
Ratio of Consolidated Earnings to Fixed Charges Before Interest Credited on Investment Products
(2)
|
|
3.6
|
|
|
4.0
|
|
|
3.3
|
|
|
13.9
|
|
|
7.0
|
|
|
4.7
|
|
|
|
Successor Company
|
|
Predecessor Company
|
||||||||||||||||||||
|
|
For The Year Ended December 31,
|
|
February 1, 2015
|
|
January 1, 2015
|
|
For The Year Ended December 31,
|
||||||||||||||||
|
|
|
to
|
|
to
|
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
December 31, 2015
|
|
January 31, 2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
(Dollars In Thousands, Except Ratio Data)
|
|
(Dollars In Thousands, Except Ratio Data)
|
||||||||||||||||||||
Computation of Ratio of Consolidated Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from Continuing Operations before Income Tax
|
|
$
|
464,008
|
|
|
$
|
522,681
|
|
|
$
|
254,188
|
|
|
$
|
132,847
|
|
|
$
|
738,789
|
|
|
$
|
422,499
|
|
Add Interest Expense
(1)
|
|
181,584
|
|
|
174,550
|
|
|
109,780
|
|
|
10,265
|
|
|
122,152
|
|
|
115,113
|
|
||||||
Add Interest Credited on Investment Products
|
|
692,993
|
|
|
699,227
|
|
|
682,836
|
|
|
79,088
|
|
|
824,418
|
|
|
875,180
|
|
||||||
Earnings before Interest, Interest Credited on Investment Products and Taxes
|
|
$
|
1,338,585
|
|
|
$
|
1,396,458
|
|
|
$
|
1,046,804
|
|
|
$
|
222,200
|
|
|
$
|
1,685,359
|
|
|
$
|
1,412,792
|
|
Earnings before Interest, Interest Credited on Investment Products and Taxes Divided by Interest expense and Interest Credited on Investment Products
|
|
1.5
|
|
|
1.6
|
|
|
1.3
|
|
|
2.5
|
|
|
1.8
|
|
|
1.4
|
|
||||||
Computation of Ratio of Consolidated Earnings to Fixed Charges Before Interest Credited on Investment Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from Continuing Operations before Income Tax
|
|
$
|
464,008
|
|
|
$
|
522,681
|
|
|
$
|
254,188
|
|
|
$
|
132,847
|
|
|
$
|
738,789
|
|
|
$
|
422,499
|
|
Add Interest Expense
(1)
|
|
181,584
|
|
|
174,550
|
|
|
109,780
|
|
|
10,265
|
|
|
122,152
|
|
|
115,113
|
|
||||||
Earnings before Interest and Taxes
|
|
$
|
645,592
|
|
|
$
|
697,231
|
|
|
$
|
363,968
|
|
|
$
|
143,112
|
|
|
$
|
860,941
|
|
|
$
|
537,612
|
|
Earnings before Interest and Taxes Divided by Interest Expense
|
|
3.6
|
|
|
4.0
|
|
|
3.3
|
|
|
13.9
|
|
|
7.0
|
|
|
4.7
|
|
1.
|
I have reviewed the Annual Report on Form 10-K for the year ended December 31, 2017, of Protective Life Insurance Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Richard J. Bielen
|
|
Chairman of the Board, President
|
|
and Chief Executive Officer
|
1.
|
I have reviewed the Annual Report on Form 10-K for the year ended December 31, 2017, of Protective Life Insurance Company;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Steven G. Walker
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Richard J. Bielen
|
|
President
|
|
and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Steven G. Walker
|
|
Executive Vice President and Chief Financial Officer
|
|