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SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
12 Months Ended
Dec. 31, 2016
Condensed Financial Information of Parent Company Only Disclosure [Abstract]  
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SCHEDULE II—CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
STATEMENTS OF INCOME
PROTECTIVE LIFE CORPORATION
(Parent Company)
 
Successor Company
 
Predecessor Company
 
For The Year Ended
December 31, 2016
 
February 1, 2015
to
December 31, 2015
 
January 1, 2015
to
January 31, 2015
 
For The Year Ended
December 31, 2014
 
(Dollars In Thousands)
 
(Dollars In Thousands)
Revenues
 

 
 
 
 

 
 

Dividends from subsidiaries*
$
541,762

 
$
32,365

 
$
16

 
$
301,314

Service fees from subsidiaries*
250,668

 
220,105

 
19,530

 
213,093

Net investment income
8,607

 
49,925

 
4,809

 
64,776

Realized investment gains (losses)
(29,289
)
 
3,817

 
(15,863
)
 
(2,786
)
Other income
9,828

 
44

 

 
6

Total revenues
781,576

 
306,256

 
8,492

 
576,403

Expenses
 

 
 

 
 

 
 

Operating and administrative
143,941

 
121,433

 
8,549

 
116,517

Interest—subordinated debt
19,408

 
17,191

 
2,823

 
33,873

Interest—other
40,729

 
40,596

 
6,113

 
84,528

Total expenses
204,078

 
179,220

 
17,485

 
234,918

Income (loss) before income tax and other items below
577,498

 
127,036

 
(8,993
)
 
341,485

Income tax (benefit) expense
 

 
 

 
 

 
 

Current
334

 
(58,547
)
 
6,376

 
10,605

Deferred
20,715

 
99,146

 
(11,123
)
 
8,798

Total income tax expense (benefit)
21,049

 
40,599

 
(4,747
)
 
19,403

Income (loss) before equity in undistributed income from subsidiaries*
556,449

 
86,437

 
(4,246
)
 
322,082

Equity in undistributed income of subsidiaries
(163,420
)
 
181,862

 
5,755

 
62,793

Net income
$
393,029

 
$
268,299

 
$
1,509

 
$
384,875

* Eliminated in Consolidation
SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
PROTECTIVE LIFE CORPORATION
(Parent Company)
 
Successor Company
 
Predecessor Company
 
For The Year Ended
December 31, 2016
 
February 1, 2015
to
December 31, 2015
 
January 1, 2015
to
January 31, 2015
 
For The Year Ended
December 31, 2014
 
(Dollars In Thousands)
 
(Dollars In Thousands)
Net income
$
393,029

 
$
268,299

 
$
1,509

 
$
384,875

Total other comprehensive income (loss)
$
586,611

 
$
(1,241,134
)
 
$
465,968

 
$
924,010

Total comprehensive income (loss)
$
979,640

 
$
(972,835
)
 
$
467,477

 
$
1,308,885

* Eliminated in Consolidation
SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
PROTECTIVE LIFE CORPORATION
(Parent Company)
 
Successor Company
 
As of December 31,
 
2016
 
2015
 
(Dollars In Thousands)
Assets
 

 
 

Fixed maturities
$
112,498

 
$
54,637

Equity securities
38,472

 
39,338

Surplus notes from affiliate

 
1,148,237

Other long-term investments
10

 

Investments in subsidiaries (equity method)*
7,019,618

 
5,403,025

Total investments
7,170,598

 
6,645,237

Cash
78,936

 
68,615

Receivables from subsidiaries*
9,600

 
24,781

Property and equipment, net
2,331

 
1,189

Income tax receivable
11,061

 
13,170

Deferred income tax
142,531

 
152,683

Other assets
29,851

 
21,395

Total assets
$
7,444,908

 
$
6,927,070

Liabilities
 

 
 

Accrued expenses and other liabilities
$
368,900

 
$
308,277

Debt
1,163,285

 
1,588,806

Subordinated debt securities
441,202

 
448,763

Total liabilities
1,973,387

 
2,345,846

Commitments and contingencies—Note 3


 


Shareowner's equity
 

 
 

Common stock

 

Additional paid-in-capital
5,554,059

 
5,554,059

Treasury stock

 

Retained earnings, including undistributed income of subsidiaries: (Successor 2016 - $18,442; 2015 - $181,862)
571,985

 
268,299

Accumulated other comprehensive income (loss):
 

 
 

Net unrealized gains on investments, all from subsidiaries, net of income tax: (Successor 2016 - $(349,541); 2015 - $(671,285))
(649,147
)
 
(1,246,672
)
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 2016 - $(3,864); 2015 - $(212))
(7,175
)
 
(393
)
Accumulated gain (loss)—derivatives, net of income tax: (Successor 2016 - $391; 2015 - $0)
727

 

Postretirement benefits liability adjustment, net of income tax: (Successor 2016 - $578; 2015 - $3,194)
1,072

 
5,931

Total shareowner's equity
5,471,521

 
4,581,224

Total liabilities and shareowner's equity
$
7,444,908

 
$
6,927,070

* Eliminated in Consolidation
SCHEDULE II—CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
STATEMENTS OF CASH FLOWS
PROTECTIVE LIFE CORPORATION
(Parent Company)
 
Successor Company
 
Predecessor Company
 
For The Year Ended
December 31, 2016
 
February 1, 2015
to
December 31, 2015
 
January 1, 2015
to
January 31, 2015
 
For The Year Ended
December 31, 2014
 
(Dollars In Thousands)
 
(Dollars In Thousands)
Cash flows from operating activities
 

 
 
 
 

 
 

Net income
$
393,029

 
$
268,299

 
$
1,509

 
$
384,875

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

 
 

 
 

 
 

Realized investment (gains) losses
29,289

 
(3,817
)
 
15,863

 
2,786

Equity in undistributed net income of subsidiaries*
163,420

 
(181,862
)
 
(5,755
)
 
(62,793
)
Depreciation expense
506

 
363

 
23

 
279

Receivables from subsidiaries*
15,181

 
(13,759
)
 
(4,076
)
 
17,990

Income tax receivable
2,109

 
(13,170
)
 

 

Deferred income taxes
20,715

 
99,146

 
(11,123
)
 
8,798

Accrued income taxes

 
(23,246
)
 
5,875

 
196

Accrued expenses and other liabilities
(33,639
)
 
(192,234
)
 
18,329

 
17,648

Other, net
(16,426
)
 
5,419

 
(2,334
)
 
14,192

Net cash provided by (used in) operating activities
574,184

 
(54,861
)
 
18,311

 
383,971

Cash flows from investing activities
 

 
 

 
 
 
 

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

 

 

 
1,298

Sale of investments, available-for-sale

 

 

 

Cost of investments acquired, available-for-sale
(59,025
)
 

 

 
(7,011
)
Return of and/or (additional) capital investments in subsidiaries
(45,762
)
 
110,793

 

 
(3,654
)
Change in other long-term investments
(10
)
 

 

 

Purchase of property and equipment
(1,649
)
 

 

 
(62
)
Net cash (used in) provided by investing activities
(106,446
)
 
110,793

 

 
(9,429
)
Cash flows from financing activities
 

 
 

 
 
 
 

Borrowings under line of credit arrangements and debt
265,000

 
330,000

 

 
500,000

Principal payments on line of credit arrangements and debt          
(633,074
)
 
(338,093
)
 
(60,000
)
 
(785,000
)
Payments to affiliates*

 

 

 

Dividends to shareowners
(89,343
)
 

 

 
(72,697
)
Withholdings of share-based payment arrangements settled in cash

 

 

 
(32,173
)
Excess tax benefits from share-based payment arrangements

 

 

 
20,948

Net cash used in financing activities
(457,417
)
 
(8,093
)
 
(60,000
)
 
(368,922
)
Change in cash
10,321

 
47,839

 
(41,689
)
 
5,620

Cash at beginning of year
68,615

 
20,776

 
62,465

 
56,845

Cash at end of year
$
78,936

 
$
68,615

 
$
20,776

 
$
62,465

*Eliminated in Consolidation
SCHEDULE II—CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
PROTECTIVE LIFE CORPORATION
(Parent Company)
NOTES TO CONDENSED FINANCIAL INFORMATION
The Company publishes consolidated financial statements that are its primary financial statements. Therefore, this parent company condensed financial information is not intended to be the primary financial statements of the Company, and should be read in conjunction with the consolidated financial statements and notes, including the discussion of significant accounting policies, thereto of Protective Life Corporation and subsidiaries.
BASIS OF PRESENTATION
Nature of Operations
On February 1, 2015, Protective Life Corporation (the "Company") became a wholly owned subsidiary of The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan (now known as Dai-ichi Life Holdings, Inc., "Dai-ichi Life"), when Dai-ichi Life purchased all outstanding shares of the Company's stock. Prior to February 1, 2015, and for the periods this report presents, the Company's stock was publicly traded on the New York Stock Exchange. The Company is a holding company with subsidiaries that provide financial services through the production, distribution, and administration of insurance and investment products. The Company markets individual life insurance, credit life and disability insurance, guaranteed investment contracts, guaranteed funding agreements, fixed and variable annuities, and extended service contracts throughout the United States. The Company also maintains a separate segment devoted to the acquisition of insurance policies from other companies. Founded in 1907, Protective Life Insurance Company ("PLICO") is the Company's largest operating subsidiary.
The Merger was accounted for by the Company under the acquisition method of accounting under Accounting Standards Codification ("ASC") Topic 805 Business Combinations. In accordance with ASC Topic 805-20-30, all identifiable assets acquired and liabilities assumed were measured at fair value as of the acquisition date. The Company elected to apply “pushdown” accounting by applying the guidance allowed by ASC Topic 805, Business Combinations, including the initial recognition of most of the Company’s assets and liabilities at fair value as of the acquisition date, and similarly recognizing goodwill calculated based on the terms of the transaction and the fair value of the new basis of net assets of the Company. The new basis of accounting will be the basis of the accounting records in the preparation of future financial statements and related disclosures after the Merger date. Goodwill of $735.7 million was recorded as of the acquisition date which represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in the Merger, and reflects the Company’s assembled workforce, future growth potential and other sources of value not associated with identifiable assets. During the measurement period subsequent to February 1, 2015, the Company has made adjustments to provisional amounts related to certain tax balances that resulted in a decrease to goodwill of $3.3 million from the amount recorded at the Merger date. The balance of goodwill associated with the Merger as of December 31, 2016 (Successor Company) is $732.4 million.
In conjunction with the Company’s election to apply “pushdown” accounting the entire amount of goodwill and other identifiable intangible assets were allocated to PLICO. This was supported by the fact that PLICO is the primary operating subsidiary of the Company and the workforce, distribution and sales organization, current and future policy and portfolio cash flows, and other items for which the transaction was primarily based are consistent between PLICO and Company. As such, the entire balance of goodwill as of December 31, 2015 (Successor Company) of $732.4 million was included in the new basis of net assets of PLICO. The new basis of accounting will be the basis of the accounting records in the preparation of future financial statements and related disclosures after the Merger date.
The accompanying condensed financial statements of the Company should be read in conjunction with the consolidated financial statements and notes thereto of Protective Life Corporation and subsidiaries included in this Annual Report on Form 10-K filed with the United States Securities and Exchange Commission.
DEBT AND OTHER OBLIGATIONS
Debt and Subordinated Debt Securities
Debt and subordinated debt securities are summarized as follows:
 
Successor Company
 
As of December 31,
 
2016
 
2015
 
Outstanding Principal
Carrying Amounts
 
Outstanding Principal
Carrying Amounts
 
(Dollars In Thousands)
Debt (year of issue):
 
 

 
 
 

Revolving Line Of Credit
$
170,000

$
170,000

 
$
485,000

$
485,000

6.40% Senior Notes (2007), due 2018
150,000

156,663

 
150,000

162,671

7.375% Senior Notes (2009), due 2019
400,000

454,688

 
400,000

473,127

8.45% Senior Notes (2009), due 2039
246,926

381,934

 
300,000

468,008

 
$
966,926

$
1,163,285

 
$
1,335,000

$
1,588,806

Subordinated debt securities (year of issue):
 
 

 
 
 

6.25% Subordinated Debentures (2012), due 2042, callable 2017
$
287,500

$
290,002

 
$
287,500

$
295,833

6.00% Subordinated Debentures (2012), due 2042, callable 2017
150,000

151,200

 
150,000

152,930

 
$
437,500

$
441,202

 
$
437,500

$
448,763

The Company's future maturities of debt, excluding notes payable to banks and subordinated debt securities, are $156.7 million in 2018, $454.7 million in 2019, and $381.9 million thereafter.
During the year ended December 31, 2016 (Successor Company), the Company repurchased and subsequently extinguished $82.7 million (par value - $53.1 million) of the Company's 8.45% Senior Notes due 2039. These repurchases resulted in a $9.8 million pre-tax gain for the Company. The gain is recorded in other income in the consolidated condensed statements of income.
During 2014 (Predecessor Company), the Company announced that it had issued notice to redeem the entire $100.0 million outstanding principal amount of the Company's 8.00% Senior Notes issued on October 9, 2009. The payment in respect of the redemption of the Senior Notes was made on October 15, 2014. In conjunction with this redemption, the Company wrote off $2.4 million of deferred issue costs.
During 2014 (Predecessor Company), $150 million of the Company's Senior Notes matured and were paid in full along with applicable accrued interest.
        
During the period of February 1, 2015 to December 31, 2015 (Successor Company), the Company called and redeemed the entire $103.1 million of outstanding principal amount of the Company's 6.125% Subordinated Debentures due 2034.
On February 2, 2015, the Company amended and restated the Credit Facility (the "Credit Facility"). Under the Credit Facility, the Company has the ability to borrow on an unsecured basis up to an aggregate principal amount of $1.0 billion. The Company has the right in certain circumstances to request that the commitment under the Credit Facility be increased up to a maximum principal amount of $1.25 billion. Balances outstanding under the Credit Facility accrue interest at a rate equal to, at the option of the Borrowers, (i) LIBOR plus a spread based on the ratings of the Company's Senior Debt, or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent's prime rate, (y) 0.50% above the Federal Funds rate, or (z) the one-month LIBOR plus 1.00% and (B) a spread based on the ratings of our Senior Debt. The Credit Facility also provided for a facility fee at a rate that varies with the ratings of the Company's Senior Debt and that is calculated on the aggregate amount of commitments under the Credit Facility, whether used or unused. The initial facility fee rate was 0.15% on February 2, 2015, and was adjusted to 0.125% upon our subsequent ratings upgrade on February 2, 2015. The Credit Facility provides that the Company is liable for the full amount of any obligations for borrowings or letters of credit, including those of PLICO, under the Credit Facility. The maturity date of the Credit Facility is February 2, 2020. The Company is not aware of any non-compliance with the financial debt covenants of the Credit Facility as of December 31, 2016 (Successor Company). There was an outstanding balance of $170.0 million bearing interest at a rate of LIBOR plus 1.00% as of December 31, 2016 (Successor Company). As of June 30, 2016 (Successor Company), PLICO had used $30.0 million of borrowing capacity by executing a Letter of Credit under the Credit Facility for the benefit on an affiliated captive reinsurance subsidiary of the Company. This Letter of Credit was terminated during the period and no Letter of Credit was outstanding as of December 31, 2016 (Successor Company).
In December 2007, the Company issued a new series of debt securities of $150.0 million of 6.40% Senior Notes due 2018 (the "Senior Notes"), from which net proceeds of approximately $148.7 million were received. Under the terms of the Senior Notes, interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15. The maturity date is January 15, 2018.
On October 9, 2009, the Company closed on offerings of $400 million of its 7.375% Senior Notes due in 2019, $100 million of its 8.00% Senior Notes due in 2024, and $300 million of its 8.45% Senior Notes due in 2039, for an aggregate principal amount of $800 million. These senior notes were offered and sold pursuant to the Company's shelf registration statement on Form S-3. The Company used the net proceeds from the offering of the Notes to purchase $800 million in aggregate principal amount of newly-issued surplus notes of Golden Gate. Golden Gate used a portion of the proceeds from the sale of the surplus notes to the Company to repurchase, at a discount, $800 million in aggregate principal amount of its outstanding Series A floating rate surplus notes that were held by third parties. As a result of these transactions, the Company is the sole holder of the total $800.0 million of outstanding Golden Gate surplus notes, which is eliminated at the consolidated level.
During 2012, the Company issued $287.5 million of its 6.25% Subordinated Debentures due in 2042. These Subordinated Debentures were offered and sold pursuant to the Company's shelf registration statement on Form S-3. The Company used the net proceeds from the offering to call $103.1 million of Subordinated Debentures due 2031, $118.6 million of Subordinated Debentures due in 2032 and $75.0 million of Capital Securities due in 2066 at par value. The transaction resulted in an expense of $7.2 million, for the year ended December 31, 2012, related the write off of deferred issue costs associated with the called Debentures.
During 2012, the Company issued $150.0 million of its 6.00% Subordinated Debentures due in 2042. These Subordinated Debentures were offered and sold pursuant to the Company's shelf registration statement on Form S-3. The Company used the net proceeds from the offering to call $125.0 million of Capital Securities due in 2066 at par value and the remaining for general working capital purposes. The transaction resulted in an expense of $4.0 million related to the write off of deferred issue costs associated with the called Debentures.
Interest Expense
Interest expense on long-term debt and subordinated debt securities totaled $60.1 million, $57.8 million, $8.9 million, and $118.4 million for the year ended December 31, 2016 (Successor Company), the periods of February 1, 2015 to December 31, 2015 (Successor Company), January 1, 2015 to January 31, 2015 (Predecessor Company), and for the year ended December 31, 2014 (Predecessor Company), respectively.
COMMITMENTS AND CONTINGENCIES
The Company leases a building contiguous to its home office. The lease was renewed in December 2013 and was extended to December 2018. At the end of the lease term, the Company may purchase the building for approximately $75 million. Monthly rental payments are based on the current LIBOR rate plus a spread. The following is a schedule by year of future minimum rental payments required under this lease:
Year
Amount
 
(Dollars In Thousands)
2017
$
1,653

2018
76,629

Golden Gate Captive Insurance Company
On January 15, 2016, Golden Gate Captive Insurance Company (“Golden Gate”), a Vermont special purpose financial insurance company and a wholly owned subsidiary of Protective Life Insurance Company (“PLICO”), and Steel City, LLC (“Steel City”), a newly formed wholly owned subsidiary of the Company, entered into an 18-year transaction to finance $2.188 billion of “XXX” reserves related to the acquired GLAIC Block and the other term life insurance business reinsured to Golden Gate by PLICO and West Coast Life (“WCL”), a direct wholly owned subsidiary of PLICO. Steel City issued notes with an aggregate initial principal amount of $2.188 billion to Golden Gate in exchange for a surplus note issued by Golden Gate with an initial principal amount of $2.188 billion. Through the structure, Hannover Life Reassurance Company of America (Bermuda) Ltd., The Canada Life Assurance Company (Barbados Branch) and Nomura Americas Re Ltd. (collectively, the “Risk-Takers”) provide credit enhancement to the Steel City Notes for the 18-year term in exchange for credit enhancement fees. The transaction is “non-recourse” to PLICO, WCL and the Company, meaning that none of these companies, other than Golden Gate, are liable to reimburse the Risk-Takers for any credit enhancement payments required to be made. As of December 31, 2016 (Successor Company), the aggregate principal balance of the Steel City Notes was $2.116 billion. In connection with this transaction, the Company has entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate or Steel City, including a guarantee of the fees to the Risk-Takers. The support agreements provide that amounts would become payable by the Company if Golden Gate’s annual general corporate expenses were higher than modeled amounts, certain reinsurance rates applicable to the subject business increase beyond modeled amounts or in the event write-downs due to other-than-temporary impairments on assets held in certain accounts exceed defined threshold levels. Additionally, the Company has entered into a separate agreement to guarantee payment of certain fee amounts in connection with the credit enhancement of the Steel City Notes. As of December 31, 2016 (Successor Company), no payments have been made under these agreements.
In connection with the transaction outlined above, Golden Gate had a $2.116 billion outstanding non-recourse funding obligation as of December 31, 2016 (Successor Company). This non-recourse funding obligation matures in 2039 and accrues interest at a fixed annual rate of 4.75%.
Prior to this transaction, Golden Gate had three series of non-recourse funding obligations with a total outstanding balance of $800 million. The Company held the entire outstanding balance of non-recourse funding obligations. Series A1 non-recourse funding obligations had a balance of $400 million and accrued interest at 7.375%, the Series A2 non-recourse funding obligations had a balance of $100 million and accrued interest at 8.00%, and the Series A3 non-recourse funding obligations had a balance of $300 million and accrued interest at 8.45%. As a result of the transaction described above, the $800 million of Golden Gate Series A Surplus Notes held by the Company were contributed to PLICO and then subsequently contributed to Golden Gate, which resulted in the extinguishment of these notes.
Golden Gate II Captive Insurance Company
Golden Gate II Captive Insurance Company ("Golden Gate II"), a South Carolina special purpose financial captive insurance company wholly owned by PLICO, had $575 million of outstanding non-recourse funding obligations as of December 31, 2016 (Successor Company). These outstanding non-recourse funding obligations were issued to special purpose trusts, which in turn issued securities to third parties. Certain of our affiliates own a portion of these securities. As of December 31, 2016 (Successor Company), securities related to $58.6 million of the outstanding balance of the non-recourse funding obligations were held by external parties, and securities related to $516.4 million of the non-recourse funding obligations were held by the Company and our affiliates. The Company has entered into certain support agreements with Golden Gate II obligating the Company to make capital contributions or provide support related to certain of Golden Gate II's expenses and in certain circumstances, to collateralize certain of the Company's obligations to Golden Gate II. These support agreements provide that amounts would become payable by the Company to Golden Gate II if its annual general corporate expenses were higher than modeled amounts or if Golden Gate II's investment income on certain investments or premium income was below certain actuarially determined amounts. As of December 31, 2016 (Successor Company), no payments have been made under these agreements; however, certain support agreement obligations to Golden Gate II of approximately $1.5 million have been collateralized by the Company. Re-evaluation and, if necessary, adjustments of any support agreement collateralization amounts occur annually during the first quarter pursuant to the terms of the support agreements.
During the year ended December 31, 2016 (Successor Company), the Company and its affiliates repurchased $86.3 million of its outstanding non-recourse funding obligations, at a discount. These repurchases did not result in a material gain or loss for the Company. During the period of February 1, 2015 to December 31, 2015 (Successor Company) and the period of January 1, 2015 to January 31, 2015 (Predecessor Company), the Company did not repurchase any of its outstanding non-recourse funding obligations. The balance of the Company's fixed maturity investments are the result of market transactions in which the Company purchased securities issued by the special purpose trusts that are collateralized by non-recourse funding obligations of Golden Gate II.
Golden Gate III Vermont Captive Insurance Company
Golden Gate III Vermont Captive Insurance Company ("Golden Gate III"), a Vermont special purpose financial insurance company and wholly owned subsidiary of PLICO, is party to a Reimbursement Agreement (the "Reimbursement Agreement") with UBS AG, Stamford Branch ("UBS"), as issuing lender. Under the original Reimbursement Agreement, dated April 23, 2010, UBS issued a letter of credit (the "LOC") in the initial amount of $505 million to a trust for the benefit of WCL. The Reimbursement Agreement was subsequently amended and restated effective November 21, 2011 (the “First Amended and Restated Reimbursement Agreement”), to replace the existing LOC with one or more letters of credit from UBS, and to extend the maturity date from April 1, 2018, to April 1, 2022. On August 7, 2013, Golden Gate III entered into a Second Amended and Restated Reimbursement Agreement with UBS (the “Second Amended and Restated Reimbursement Agreement”), which amended and restated the First Amended and Restated Reimbursement Agreement. Under the Second and Amended and Restated Reimbursement Agreement a new LOC in an initial amount of $710 million was issued by UBS in replacement of the existing LOC issued under the First Amended and Restated Reimbursement Agreement. The term of the LOC was extended from April 1, 2022 to October 1, 2023, subject to certain conditions being satisfied including scheduled capital contributions being made to Golden Gate III by one of its affiliates. The maximum stated amount of the LOC was increased from $610 million to $720 million in 2015 if certain conditions had been met. On June 25, 2014, Golden Gate III entered into a Third Amended and Restated Reimbursement Agreement with UBS (the “Third Amended and Restated Reimbursement Agreement”), which amended and restated the Second Amended and Restated Reimbursement Agreement. Under the Third Amended and Restated Reimbursement Agreement, a new LOC in an initial amount of $915 million was issued by UBS in replacement of the existing LOC issued under the Second Amended and Restated Reimbursement Agreement. The term of the LOC was extended from October 1, 2023 to April 1, 2025, subject to certain conditions being satisfied including scheduled capital contributions being made to Golden Gate III by one of its affiliates. The maximum stated amount of the LOC was increased from $720 million to $935 million in 2015. The LOC is held in trust for the benefit of WCL, and supports certain obligations of Golden Gate III to WCL under an indemnity reinsurance agreement originally effective April 1, 2010, as amended and restated on November 21, 2011, and as further amended and restated on August 7, 2013 and on June 25, 2014 to include additional blocks of policies, and pursuant to which WCL cedes liabilities relating to the policies of WCL and retrocedes liabilities relating to the policies of PLICO. In accordance with the terms of the Third Amended and Restated Reimbursement Agreement, the LOC balance reached its scheduled peak amount of $935 million in 2015. The LOC balance was $930 million as of December 31, 2016 (Successor Company). The term of the LOC is expected to be approximately 15 years from the original issuance date. This transaction is "non-recourse" to WCL, PLICO, and the Company, meaning that none of these companies other than Golden Gate III are liable for reimbursement on a draw of the LOC. The Company has entered into certain support agreements with Golden Gate III obligating the Company to make capital contributions or provide support related to certain of Golden Gate III's expenses and in certain circumstances, to collateralize certain of the Company's obligations to Golden Gate III. Future scheduled capital contributions amount to approximately $122.5 million and will be paid in three installments with the last payment occurring in 2021, and these contributions may be subject to potential offset against dividend payments as permitted under the terms of the Third Amended and Restated Reimbursement Agreement. The support agreements provide that amounts would become payable by the Company to Golden Gate III if its annual general corporate expenses were higher than modeled amounts or if specified catastrophic losses occur during defined time periods with respect to the policies reinsured by Golden Gate III. Pursuant to the terms of an amended and restated letter agreement with UBS, the Company has continued to guarantee the payment of fees to UBS as specified in the Third Amended and Restated Reimbursement Agreement. As of December 31, 2016 (Successor Company), no payments have been made under these agreements.
Golden Gate IV Vermont Captive Insurance Company
Golden Gate IV Vermont Captive Insurance Company ("Golden Gate IV"), a Vermont special purpose financial insurance company and wholly owned subsidiary of PLICO, is party to a Reimbursement Agreement with UBS AG, Stamford Branch, as issuing lender. Under the Reimbursement Agreement, dated December 10, 2010, UBS issued an LOC in the initial amount of $270 million to a trust for the benefit of WCL. In accordance with the terms of the terms of the Reimbursement Agreement, the LOC balance reached its scheduled peak amount of $790 million in 2016 and remained at this level as of December 31, 2016 (Successor Company). The term of the LOC is expected to be 12 years from the original issuance date (stated maturity of December 30, 2022). The LOC was issued to support certain obligations of Golden Gate IV to WCL under an indemnity reinsurance agreement, pursuant to which WCL cedes liabilities relating to the policies of WCL and retrocedes liabilities relating to the policies of PLICO. This transaction is "non-recourse" to WCL, PLICO, and the Company, meaning that none of these companies other than Golden Gate IV are liable for reimbursement on a draw of the LOC. The Company has entered into certain support agreements with Golden Gate IV obligating the Company to make capital contributions or provide support related to certain of Golden Gate IV's expenses and in certain circumstances, to collateralize certain of the Company's obligations to Golden Gate IV. The support agreements provide that amounts would become payable by the Company to Golden Gate IV if its annual general corporate expenses were higher than modeled amounts or if specified catastrophic losses occur during defined time periods with respect to the policies reinsured by Golden Gate IV. The Company has also entered into a separate agreement to guarantee the payments of LOC fees under the terms of the Reimbursement Agreement. As of December 31, 2016 (Successor Company), no payments have been made under these agreements.
Golden Gate V Vermont Captive Insurance Company
On October 10, 2012, Golden Gate V Vermont Captive Insurance Company (“Golden Gate V”), a Vermont special purpose financial insurance company, and Red Mountain, LLC (“Red Mountain”), both wholly owned subsidiaries of PLICO, entered into a 20-year transaction to finance up to $945 million of "AXXX" reserves related to a block of universal life insurance policies with secondary guarantees issued by our direct wholly owned subsidiary PLICO and indirect wholly owned subsidiary, WCL. Golden Gate V issued non-recourse funding obligations to Red Mountain, and Red Mountain issued a note with an initial principal amount of $275 million, increasing to a maximum of $945 million in 2027, to Golden Gate V for deposit to a reinsurance trust supporting Golden Gate V's obligations under a reinsurance agreement with WCL, pursuant to which WCL cedes liabilities relating to the policies of WCL and retrocedes liabilities relating to the policies of PLICO. Through the structure, Hannover Life Reassurance Company of America ("Hannover Re"), the ultimate risk taker in the transaction, provides credit enhancement to the Red Mountain note for the 20-year term in exchange for a fee. The transaction is "non-recourse" to Golden Gate V, Red Mountain, WCL, PLICO and the Company, meaning that none of these companies are liable for the reimbursement of any credit enhancement payments required to be made. As of December 31, 2016 (Successor Company), the principal balance of the Red Mountain note was $565 million. Future scheduled capital contributions to prefund credit enhancement fees amount to approximately $128.3 million and will be paid in annual installments through 2031. In connection with the transaction, the Company has entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate V or Red Mountain. The support agreements provide that amounts would become payable by the Company if Golden Gate V's annual general corporate expenses were higher than modeled amounts or in the event write-downs due to other-than-temporary impairments on assets held in certain accounts exceed defined threshold levels. Additionally, the Company has entered into separate agreements to indemnify Golden Gate V with respect to material adverse changes in non-guaranteed elements of insurance policies reinsured by Golden Gate V, and to guarantee payment of certain fee amounts in connection with the credit enhancement of the Red Mountain note. As of December 31, 2016 (Successor Company), no payments have been made under these agreements.
In connection with the transaction outlined above, Golden Gate V had a $565 million outstanding non-recourse funding obligation as of December 31, 2016 (Successor Company). This non-recourse funding obligation matures in 2037, has scheduled increases in principal to a maximum of $945 million, and accrues interest at a fixed annual rate of 6.25%.
The Company is party to an intercompany capital support agreement with Shades Creek Captive Insurance Company ("Shades Creek"), a direct wholly owned insurance subsidiary. The agreement provides through a guarantee that the Company will contribute assets or purchase surplus notes (or cause an affiliate or third party to contribute assets or purchase surplus notes) in amounts necessary for Shades Creek's regulatory capital levels to equal or exceed minimum thresholds as defined by the agreement. Under this support agreement, PLICO issued a $55 million Letter of Credit. As of December 31, 2015 (Successor Company), the $55.0 million Letter of Credit executed by PLICO was no longer issued and outstanding. Also in accordance with this agreement, $120 million of additional capital was provided to Shades Creek by the Company through cash capital contributions during the period February 1, 2015 to December 31, 2015 (Successor Company). As of December 31, 2016 (Successor Company), Shades Creek maintained capital levels in excess of the required minimum thresholds. The maximum potential future payment amount which could be required under the capital support agreement will be dependent on numerous factors, including the performance of equity markets, the level of interest rates, performance of associated hedges, and related policyholder behavior.
SHAREOWNER'S EQUITY
On February 1, 2015, Dai-ichi Life acquired 100% of the Company's outstanding shares of common stock through the Merger of DL Investment (Delaware), Inc., a wholly owned subsidiaries of Dai-ichi Life , with and into the Company, with the Company continuing as the surviving entity.
SUPPLEMENTAL CASH FLOW INFORMATION
 
Successor Company
 
Predecessor Company
 
For The Year Ended
December 31, 2016
 
February 1, 2015
to
December 31, 2015
 
January 1, 2015
to
January 31, 2015
 
For The Year Ended
December 31, 2014
 
(Dollars In Thousands)
 
(Dollars In Thousands)
Cash paid (received) during the year for:
 

 
 
 
 
 
 

Interest paid on debt
$
95,095

 
$
75,322

 
$
5,411

 
$
121,327

Income taxes (reduced by amounts received from affiliates under a tax sharing agreement)
(2,596
)
 
(15,669
)
 
(10
)
 
(6,106
)
Noncash investing and financing activities:
 

 
 

 
 

 
 

Stock-based compensation

 

 
1,550

 
13,902

DERIVATIVE FINANCIAL INSTRUMENTS
In connection with the issuance of non-recourse funding obligations by Golden Gate II, the Company has entered into certain support agreements with Golden Gate II obligating it to provide support payments to Golden Gate II under certain adverse interest rate conditions and to the extent of any reduction in the reinsurance premiums received by Golden Gate II due to an increase in the premium rates charged to PLICO under its third party yearly renewable term reinsurance agreements. Each of these agreements expires on July 10, 2052.
In connection with the Golden Gate V financing transaction, the Company entered into separate Portfolio Maintenance Agreements with Golden Gate V and WCL. The agreements obligate the Company to reimburse Golden Gate V and West Coast Life for other-than-temporary impairment losses on certain asset portfolios above a specified amount. Each of these agreements expires on October 10, 2032.
In connection with the Golden Gate financing transaction, the Company entered into certain support agreements under which it guarantees or otherwise supports certain obligations of Golden Gate. The agreements obligate the Company to reimburse Golden Gate for other-than-temporary impairment losses on certain asset portfolios above a specified amount and to the extent of any reduction in the reinsurance premiums received by Golden Gate due to an increase in the premium rates charged to PLICO under its third party yearly renewable term reinsurance agreements. Each of these agreements expires on January 15, 2034.
As of December 31, 2016 (Successor Company) and December 31, 2015 (Successor Company), the Company included in its balance sheets a combined liability for these agreements of $48.9 million and $18.2 million, respectively. During the year ended December 31, 2016 (Successor Company), the period of February 1, 2015 to December 31, 2015 (Successor Company), January 1, 2015 to January 31, 2015 (Predecessor Company), and for the year ended December 31, 2014 (Predecessor Company), the Company included in its statements of income unrealized losses of $29.3 million, unrealized gains of $3.8 million, unrealized losses of $15.9 million, and unrealized losses of $4.1 million, respectively.