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SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
12 Months Ended
Dec. 31, 2012
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT  
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT


SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
PROTECTIVE LIFE CORPORATION
(Parent Company)

 
  For The Year Ended December 31,    
 
  2012   2011   2010    
 
  (Dollars In Thousands)
   

Revenues

                     

Dividends from subsidiaries*

  $ 257,573   $ 224,179   $ 5,576    

Service fees from subsidiaries*

    160,373     151,934     139,024    

Net investment income (loss)

    63,817     62,644     52,380    

Realized investment gains (losses)

    (10,596 )   (248 )   6,400    

Other income

            617    
                 

Total revenues

    471,167     438,509     203,997    
                 

Expenses

                     

Operating and administrative

    99,138     82,759     75,725    

Interest—subordinated debt

    37,598     37,604     37,604    

Interest—other

    94,974     98,809     101,008    
                 

Total expenses

    231,710     219,172     214,337    
                 

Income (loss) before income tax and other items below

    239,457     219,337     (10,340 )  

Income tax (benefit) expense

                     

Current

    8,883     9,722     (14,021 )  

Deferred

    (4,075 )   (10,665 )   7,545    
                 

Total income tax (benefit) expense

    4,808     (943 )   (6,476 )  

Income (loss) before minority interest

    234,649     220,280     (3,864 )  

Equity in undistributed income (loss) of subsidiaries*

    67,803     95,357     228,733    
                 

Net income(1)

  $ 302,452   $ 315,637   $ 224,869    
                 
(1)
Includes noncontrolling interests related to the Company's subs


SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF COMPREHENSIVE INCOME
PROTECTIVE LIFE CORPORATION
(Parent Company)

 
  For The Year Ended December 31,  
 
  2012   2011   2010  
 
  (Dollars In Thousands)
 

Net income

  $ 302,452   $ 315,637   $ 224,869  
               

Other comprehensive income

  $ 751,278   $ 677,594   $ 629,343  
               

Total other comprehensive income

  $ 1,053,730   $ 993,231   $ 854,212  
               

SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
PROTECTIVE LIFE CORPORATION
(Parent Company)

 
  As of December 31,  
 
  2012   2011  
 
  (Dollars In Thousands)
 

Assets

             

Equity securities

  $ 38,072   $ 42,855  

Surplus notes from affiliate

    800,000     800,000  

Investments in subsidiaries (equity method)*

    5,818,869     5,000,384  
           

Total investments

    6,656,941     5,843,239  

Cash

    63,796     63,361  

Receivables from subsidiaries*

    9,012     23,884  

Property and equipment, net

    39     342  

Goodwill

    10,275     10,275  

Deferred tax asset

    9,901     10,478  

Other

    35,445     30,298  
           

Total assets

  $ 6,785,409   $ 5,981,877  
           

Liabilities

             

Accrued expenses and other liabilities

  $ 185,783   $ 169,643  

Accrued income taxes

    29,350     9,974  

Notes to affiliates

    14,500     46,000  

Debt

    1,400,000     1,520,000  

Subordinated debt securities

    540,593     524,743  
           

Total liabilities

    2,170,226     2,270,360  
           

Commitments and contingencies—Note 3

             

Shareowners' equity

             

Preferred stock

             

Common stock

  $ 44,388   $ 44,388  

Additional paid-in-capital

    606,369     598,106  

Treasury stock

    (209,840 )   (107,740 )

Retained earnings, including undistributed income of subsidiaries:

             

(2012—$2,924,314; 2011—$2,856,511)

    2,437,544     2,191,319  

Accumulated other comprehensive income (loss):

             

Net unrealized gains (losses) on investments, all from subsidiaries, net of income tax: (2012—$978,656; 2011—$589,132)

    1,817,504     1,094,103  

Net unrealized gains (losses) relating to other-than-temporary impaired investments for which a portion has been recognized in earnings, net of income tax; (2012—$(2,147); 2011—$(18,428))

    (3,988 )   (34,224 )

Accumulated gain (loss)—derivatives, net of income tax: (2012—$(1,883); 2011—$(4,111))

    (3,496 )   (7,634 )

Postretirement benefits liability adjustment, net of income tax: (2012—$(39,468); 2011—$(35,970))

    (73,298 )   (66,801 )
           

Total shareowners' equity

    4,615,183     3,711,517  
           

Total liabilities and shareowners' equity(1)

  $ 6,785,409   $ 5,981,877  
           
(1)
Includes noncontrolling interests related to the Company's subs


SCHEDULE II—CONDENSED FINANCIAL INFORMATION
OF REGISTRANT
STATEMENTS OF CASH FLOWS
PROTECTIVE LIFE CORPORATION
(Parent Company)

 
  For The Year Ended December 31,    
 
  2012   2011   2010    
 
  (Dollars In Thousands)
   

Cash flows from operating activities

                     

Net income

  $ 302,452   $ 315,637   $ 224,869    

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

                     

Realized investment (gains) losses

    10,596     248     (6,400 )  

Equity in undistributed (net income) loss of subsidiaries*

    (67,803 )   (95,357 )   (228,733 )  

Depreciation expense

    303     330     399    

Receivables from subsidiaries*

    14,872     (3,514 )   17,992    

Income tax receivable

        8,510     (8,510 )  

Deferred tax asset

    577     (10,478 )      

Deferred income taxes

        (9,667 )   10,729    

Accrued income taxes

    15,419     10,836     (1,664 )  

Accrued expenses and other liabilities

    3,957     29,531     515    

Other, net

    10,827     10,703     7,643    
                 

Net cash provided by operating activities

    291,200     256,779     16,840    
                 

Cash flows from investing activities

                     

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

    6,650            

Sale of investments, available-for-sale

    15,086         214    

Cost of investments acquired, available-for-sale

    (15,018 )          

Purchase of and/or additional investments in subsidiaries*

    596     (25,661 )   (12,979 )  

Redemption (purchase) of non-recourse funding obligations

            180,000    

Change in short-term investments, net

            7,750    
                 

Net cash provided by (used in) investing activities

    7,314     (25,661 )   174,985    
                 

Cash flows from financing activities

                     

Borrowings under debt

    572,500     45,000     132,000    

Principal payments on line of credit arrangements and debt

    (676,650 )   (26,852 )   (275,000 )  

Repurchase of common stock

    (106,201 )   (82,671 )      

Payments to affiliates*

    (31,500 )   (52,424 )   (887 )  

Dividends to shareowners

    (56,228 )   (52,503 )   (46,250 )  

Other financing activities, net

               
                 

Net cash used in financing activities

    (298,079 )   (169,450 )   (190,137 )  
                 

Change in cash

    435     61,668     1,688    
                 

Cash at beginning of year

    63,361     1,693     5    
                 

Cash at end of year

  $ 63,796   $ 63,361   $ 1,693    
                 


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.

1. BASIS OF PRESENTATION

Nature of Operations

        Protective Life Corporation ("the Company" or "PLC") is a holding company whose subsidiaries provide financial services through the production, distribution, and administration of insurance and investment products.

        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 Current Report on Form 8-K filed with the Securities and Exchange Commission.

        On January 1, 2012, the Company adopted Accounting Standard Update ("ASU" or "Update") No. 2010-26—Financial Services—Insurance—Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts which changed certain previously reported items within the Company's financial statements and accompanying notes. The previously reported amounts included in the Company's financial statements and accompanying notes have been updated to reflect the retrospective adoption of ASU No. 2010-26, where applicable.

2. DEBT AND OTHER OBLIGATIONS

Debt and Subordinated Debt Securities

        Debt and subordinated debt securities are summarized as follows:

 
  As of December 31,  
 
  2012   2011  
 
  (Dollars In Thousands)
 

Debt (year of issue):

             

Revolving Line Of Credit

  $ 50,000   $ 170,000  

4.30% Senior Notes (2003), due 2013

    250,000     250,000  

4.875% Senior Notes (2004), due 2014

    150,000     150,000  

6.40% Senior Notes (2007), due 2018

    150,000     150,000  

7.375% Senior Notes (2009), due 2019

    400,000     400,000  

8.00% Senior Notes (2009), due 2024, callable 2014

    100,000     100,000  

8.45% Senior Notes (2009), due 2039

    300,000     300,000  
           

 

  $ 1,400,000   $ 1,520,000  
           

Subordinated debt securities (year of issue):

             

7.50% Subordinated Debentures (2001), due 2031, callable 2006

  $   $ 103,093  

7.25% Subordinated Debentures (2002), due 2032, callable 2007

        118,557  

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

    103,093     103,093  

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

    287,500      

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

    150,000      

7.25% Capital Securities (2006), due 2066, callable 2011

        200,000  
           

 

  $ 540,593   $ 524,743  
           

        During the year ended December 31, 2012, $421.7 million of the Company's Subordinated Debentures were called and paid in full, along with applicable accrued interest.

        For the next five years, the Company's future maturities of debt, excluding notes payable to banks, and subordinated debt securities are $250.0 million in 2013, $150.0 million in 2014, and $1,490.6 million thereafter.

        Under a revolving line of credit arrangement that was in effect as of July 17, 2012 (the "Credit Facility"), the Company had the ability to borrow on an unsecured basis up to an aggregate principal amount of $500 million. The Company had the right in certain circumstances to request that the commitment under the Credit Facility be increased up to a maximum principal amount of $600 million. Balances outstanding under the Credit Facility accrued interest at a rate equal to (i) either the prime rate or the London Interbank Offered Rate ("LIBOR"), plus (ii) a spread based on the ratings of our senior unsecured long-term debt. The Credit Agreement provides that the Company was liable for the full amount of any obligations for borrowings or letters of credit, including those of PLICO, under the Credit Facility. The maturity date on the Credit Facility was April 16, 2013. There was an outstanding balance of $160.0 million at an interest rate of LIBOR plus 0.40% under the Credit Facility as of July 17, 2012.

        On July 17, 2012 the Company replaced the Credit Facility with a new credit facility ("2012 Credit Facility"). Under the 2012 Credit Facility, the Company has the ability to borrow on an unsecured basis up to an aggregate principal amount of $750 million. The Company has the right in certain circumstances to request that the commitment under the 2012 Credit Facility be increased up to a maximum principal amount of $1.0 billion. Balances outstanding under the 2012 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 unsecured long-term debt ("Senior Debt"), or (ii) the sum of (A) a rate equal to the highest of (x) the Administrative Agent's prime rate, (y) 0.50% above the Federal Funds rate, or (z) the one-month LIBOR plus 1.00% and (B) a spread based on the ratings of the Company's Senior Debt. The 2012 Credit Facility also provides 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 2012 Credit Facility, whether used or unused. The maturity date on the 2012 Credit Facility is July 17, 2017. The Company is not aware of any non-compliance with the financial debt covenants of the 2012 Credit Facility as of December 31, 2012. There was an outstanding balance of $50.0 million at an interest rate of LIBOR plus 1.20% under the 2012 Credit Facility as of December 31, 2012.

        The Company has also accessed capital from subordinated debt securities, $103.1 million as of December 31, 2012, issued to a wholly owned subsidiary trust. Securities currently outstanding were offered through a trust (PLC Capital Trust V). The trust was formed solely to issue preferred securities (TOPrS) and use the proceeds thereof to purchase the Company's subordinated debentures. The sole assets of the trust are these subordinated debt securities. The Company irrevocably guarantees the principal obligations of the trust. Under the terms of the subordinated debentures, the Company has the right to extend interest payment periods up to five consecutive years. Consequently, dividends on the preferred securities may be deferred (but will continue to accumulate, together with additional dividends on any accumulated but unpaid dividends at the dividend rate) by the trusts during any such extended interest payment period.

        In May 2003, the Company closed on offerings of $250.0 million of 4.30% Senior Notes due in 2013. These senior notes were offered and sold pursuant to the Company's shelf registration statement on Form S-3. Under the terms of the Senior Notes, interest is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2003.

        In October 2004, the Company closed on offerings of $150.0 million of 4.875% Senior Notes due in 2014. These senior notes were offered and sold pursuant to the Company's shelf registration statement on Form S-3. Under the terms of the Senior Notes, interest is payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2005.

        In connection with the Chase Insurance Group acquisition, on July 3, 2006, the Company issued $200.0 million of 7.25% Capital Securities due 2066 (the "Capital Securities"), from which net proceeds of approximately $193.8 million were received. Under the terms of the Capital Securities, the Company had the option to defer interest payments, subject to certain limitations, for periods of up to five consecutive years. The Capital Securities were redeemed in full during 2012.

        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 senior notes due in 2019, $100 million of its senior notes due in 2024, and $300 million of its 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. This repurchase resulted in a $126.3 million pre-tax gain, net of deferred issue costs. 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 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 related the write off of deferred issue costs associated with the called Debentures.

        During 2012, the Company issued $150.0 million of its 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 $132.6 million, $136.4 million, and $138.6 million for the year ended December 31, 2012, 2011, and 2010, respectively. The $3.8 million decrease in 2012 as compared to 2011, primarily related to the decrease in the balance on a note with an affiliate and the repayment of the medium term notes in 2011.

3. COMMITMENTS AND CONTINGENCIES

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

        The Company leases a building contiguous to its home office. The lease extends to January 2014. At the end of the lease term, the Company may purchase the building for approximately $75 million. The following is a schedule by year of future minimum rental payments required under these leases:

Year
  Amount  
 
  (Dollars In Thousands)
 

2013

  $ 679  

2014

    75,065  

        In connection with the issuance of non-recourse funding obligations by Golden Gate Captive Insurance Company ("Golden Gate"), a wholly owned subsidiary of Protective Life Insurance Company ("PLICO") PLC's largest subsidiary, the Company has agreed to indemnify Golden Gate for certain costs and obligations (which obligations do not include payment of principal and interest on the notes). In addition, the Company has entered into certain support agreements with Golden Gate obligating the Company to make capital contributions to Golden Gate or provide support related to certain of Golden Gate's expenses and in certain circumstances, to collateralize certain of the Company's obligations to Golden Gate.

        In connection with the issuance of non-recourse funding obligations by Golden Gate II Captive Insurance Company ("Golden Gate II") a wholly owned subsidiary of PLICO, PLC's largest subsidiary, 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 that reinsure a portion of the mortality risk of the policies that are ceded to Golden Gate II. In addition, the Company has entered into a support agreement with Golden Gate II obligating it to pay or make capital contributions to Golden Gate II in respect of certain of Golden Gate II's expenses and in certain circumstances to collateralize certain of the Company's obligations to Golden Gate II. In addition, at the time Golden Gate II sold surplus notes for deposits into certain Delaware Trusts (the "Trusts") which in turn issued securities (the "Securities"), the Company agreed, under certain circumstances, to make certain liquidity advances to the Trusts not in excess of specified amounts of assets held in a reinsurance trust of which PLICO is the beneficiary and Golden Gate II is the grantor in the event that the Trusts do not have sufficient funds available to fully redeem the Securities at the stated maturity date. The obligation to make any such liquidity advance is subject to it having a first priority security interest in the residual interest in such reinsurance trust and in the surplus notes.

        Golden Gate III Vermont Captive Insurance Company ("Golden Gate III"), a Vermont special purpose financial captive 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 West Coast Life Insurance Company ("WCL"). The LOC balance increased during 2011 in accordance with the terms of the Reimbursement Agreement. The Reimbursement Agreement was subsequently amended and restated effective November 21, 2011, 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. The LOC balance was $580 million as of December 31, 2012. Subject to certain conditions, the amount of the LOC will be periodically increased up to a maximum of $610 million in 2013. The term of the LOC is expected to be 12 years, subject to certain conditions including capital contributions made to Golden Gate III by one of its affiliates. The LOC was issued to support certain obligations of Golden Gate III to WCL under an indemnity reinsurance agreement. The Company entered into a letter agreement (the "Golden Gate III Letter Agreement") with UBS, originally dated as of April 23, 2010, and subsequently amended and restated as of November 21, 2011, with respect to the Reimbursement Agreement. Pursuant to the terms of the Letter Agreement, PLC has agreed to guarantee the payment of fees to UBS under the Reimbursement Agreement and a related Fee Letter between PLC and UBS, dated as of November 21, 2011.

        Golden Gate IV Vermont Captive Insurance Company ("Golden Gate IV"), a Vermont special purpose financial captive insurance company and wholly owned subsidiary of PLICO, is party to a Reimbursement Agreement with UBS AG, Stamford Branch, as issuing lender. Under the Reimbursement Agreement, dated December 10, 2010, UBS issued an LOC in the initial amount of $270 million to a trust for the benefit of WCL. The LOC balance has increased, in accordance with the terms of the Reimbursement Agreement, each quarter of 2011 and was $625.0 million as of December 31, 2012. Subject to certain conditions, the amount of the LOC will be periodically increased up to a maximum of $790 million in 2016. The term of the LOC is expected to be 12 years. The LOC was issued to support certain obligations of Golden Gate IV to WCL under an indemnity reinsurance agreement. The Company entered into a letter agreement (the "Golden Gate IV Letter Agreement") with UBS, dated as of December 10, 2010, with respect to the Reimbursement Agreement. Pursuant to the terms of the Letter Agreement, PLC has agreed to guarantee the payment of fees to UBS under the Reimbursement Agreement and a related Fee Letter between PLC and UBS, dated as of December 10, 2010.

        Golden Gate V Vermont Captive Insurance Company ("Golden Gate V") and Red Mountain, LLC ("Red Mountain"), indirect wholly owned subsidiaries of the Company, entered into a 20-year transaction on October 10, 2012, 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 into 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. PLC has agreed to guaranty the payment of this fee in the event of non-performance by Red Mountain. In connection with the transaction, we have entered into certain support agreements under which we guarantee or otherwise support certain obligations of Golden Gate V or Red Mountain.

        During 2012, the Company entered into an intercompany capital support agreement with Shades Creek Captive Insurance Company ("Shades Creek"), an indirect 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. As of December 31, 2012, 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.

4. SHAREOWNERS' EQUITY

        Activity in the Company's issued and outstanding common stock is summarized as follows:

 
  Issued Shares   Treasury Shares   Outstanding Shares    

Balance, December 31, 2009

    88,776,960     3,196,157     69,905,807    

(Reissuance of)/deposits to treasury stock

        (87,174 )   87,174    
                 

Balance, December 31, 2010

    88,776,960     3,108,983     85,667,977    

(Reissuance of)/deposits to treasury stock

        3,998,782     (3,998,782 )  
                 

Balance, December 31, 2011

    88,776,960     7,107,765     81,669,195    

(Reissuance of)/deposits to treasury stock

        3,531,702     (3,531,702 )  
                 

Balance, December 31, 2012

    88,776,960     10,639,467     78,137,493    
                 

        Shareowners have authorized 4,000,000 shares of Preferred Stock, $1.00 par value. Other terms, including preferences, voting, and conversion rights, may be established by the Board of Directors. None of these shares have been issued as of December 31, 2012.

5. SUPPLEMENTAL CASH FLOW INFORMATION

 
  For The Year Ended December 31,    
 
 
  2012   2011   2010    
 
 
  (Dollars In Thousands)
   
 

Cash paid during the year for:

                       

Interest paid on debt

  $ 131,473   $ 136,590   $ 125,149      

Income taxes (reduced by amounts received from affiliates under a tax sharing agreement)

    (30,110 )   (8,882 )   (3,124 )    

Noncash investing and financing activities:

                       

Stock-based compensation

    12,280     12,517     9,562      

6. 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. At the time of issuance of the non-recourse funding obligations, the Company received, as consideration for its participation in these agreements, a one-time payment of $6.8 million from Golden Gate II. Each of these agreements expires on July 10, 2052.

        In October 2012, 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.

        As of December 31, 2012 and 2011, the Company included in its balance sheets a combined liability for these agreements of $17.1 million and $6.4 million, respectively. During the years ended December 31, 2012 and 2011, the Company included in its statements of income unrealized losses of $10.7 million and unrealized gains of $0.3 million, respectively.