8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

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

November 5, 2009 (November 4, 2009)

Date of Report (Date of earliest event reported)

Protective Life Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11339	95-2492236
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of principal executive offices and zip code)

(205) 268-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2009, the Registrant issued a press release and made available supplemental financial information with respect to its financial results for the quarter ended September 30, 2009. This information is included as Exhibit 99.1 and 99.2 to this Current Report and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information included or incorporated in this report, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits:

99.1 - Press Release Dated November 4, 2009

99.2 - Supplemental Financial Information Dated November 4, 2009

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROTECTIVE LIFE CORPORATION

/s/Steven G. Walker

Steven G. Walker

Senior Vice President, Controller and Chief Accounting Officer

Dated:            November 5, 2009

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EX-99.1

Exhibit 99.1

Protective Life Corporation

Post Office Box 2606

Birmingham, AL  35202

205-268-1000

FOR IMMEDIATE RELEASE

Protective Reports Results for the Third Quarter of 2009

BIRMINGHAM, Alabama (November 4, 2009) Protective Life Corporation (NYSE: PL) today reported results for the third quarter of 2009. Net income for the third quarter of 2009 was $27.6 million, or $0.32 per average diluted share, compared to a net loss of $100.0 million, or $1.41 per average diluted share, in the third quarter of 2008.  Operating income, after-tax, for the third quarter of 2009 was $47.9 million, or $0.55 per average diluted share, compared to $62.5 million, or $0.88 per average diluted share, in the third quarter of 2008.

Net income for the nine months ended September 30, 2009 was $140.5 million, or $1.77 per average diluted share, compared to a net loss of $25.9 million, or $0.36 per average diluted share, in the nine months ended September 30, 2008. Operating income, after tax, for the nine months ended September 30, 2009 was $190.3 million, or $2.40 per average diluted share, compared to operating income, after tax, of $183.2 million, or $2.57 per average diluted share, in the nine months ended September 30, 2008.

Book value per share increased to $26.91 at quarter end, compared to $10.89 at December 31, 2008.

John D. Johns, Protective’s Chairman, President and Chief Executive Officer commented:

“We continued to make good progress on many fronts during the third quarter.  Our book value per common share outstanding increased to almost $27.00 per share at quarter-end, an increase of 147% from the low at year-end 2008.  We continue to expand the breadth and depth of our annuity distribution platform, and we saw a strong increase in variable annuity sales and positive fund flows in our major annuity product lines.  We also made some good progress in expanding our capacity to distribute universal life products.  Our universal life sales increased 33% over last year’s third quarter in the face of some very difficult market conditions.  Our Asset Protection segment continued to perform in line with expectations.  Asset Protection sales were up about $10 million during the quarter on a sequential basis.  We also continued to execute on our plan to grow our capital base and maintain solid capital ratios.  Just after the quarter closed, we successfully refinanced surplus notes supporting one of our securitization structures.  We expect that the transaction will generate a substantial increase in operating earnings in the fourth quarter and will also further bolster our capital base and capital ratios at year-end.

Earnings in the quarter were negatively impacted by the substantial amounts of excess liquidity that we continued to carry, less favorable mortality, some consolidation and other unusual expense items and impairments in the investment portfolio.  We are moving cautiously to deploy excess liquidity and expect earnings to be impacted by lower yields on short term investments into next year.”

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Net income for the third quarter of 2009 included:

·Net realized investment losses, after tax, of $20.3 million, or $0.23 per average diluted share, compared to net realized investment losses, after tax, of $162.5 million, or $2.29 per average diluted share, in the third quarter of 2008

·Pre-tax other-than-temporary impairments of $31.0 million, or $0.23 per average diluted share, are included in the $0.23 per share of net realized investment losses in the third quarter of 2009

Operating income for the third quarter of 2009 included $4.6 million of net negative items, on a pre-tax basis:

Positive Items:

·Positive fair value changes of $14.1 million on a portfolio of securities designated for trading

·Positive prospective unlocking of $10.1 million

Negative Items:

·Negative fair value changes of $3.8 million in the Annuities segment

·Negative mortality variance to plan in the Life Marketing and Acquisitions segments of $7.8 million

·Negative items of $17.2 million primarily due to higher expenses and lower Corporate and Other investment income

Business Segment Results

The table below sets forth business segment operating income (loss) before income tax for the periods shown:

Operating Income (Loss) Before Income Tax

($ in thousands)

	3Q2009			3Q2008			$ Chg			% Chg
Life Marketing	$	26,544		$	52,222		$	(25,678	)	-49.2	%
Acquisitions	33,061			33,021			40			0.1	%
Annuities	16,075			556			15,519			n/m
Stable Value Products	14,339			28,184			(13,845		)	-49.1	%
Asset Protection	5,731			8,186			(2,455		)	-30.0	%
Corporate & Other	(22,826		)	(32,173		)	9,347			n/m
	$	72,924		$	89,996		$	(17,072	)	-19.0	%

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In the Life Marketing and Asset Protection segments, pre-tax operating income equals segment income before income tax for all periods. In the Stable Value Products, Annuities, Acquisitions and Corporate & Other segments, operating income (loss) excludes realized investment gains (losses), periodic settlements on derivatives, and related amortization of DAC and VOBA.  A reconciliation of operating income before income tax to income before income tax is included below:

($ in thousands)	3Q2009			3Q2008			$ Chg
Operating income (loss) before income tax	$	72,924		$	89,996		$	(17,072	)
Realized investment gains (losses)
Stable Value Products	(4,949		)	4,984			(9,933		)
Annuities	(482		)	(14,419		)	13,937
Acquisitions	7,025			(40,002		)	47,027
Corporate & Other	(33,662		)	(199,289		)	165,627
Less:
Periodic settlements on derivatives
Corporate & Other	—			1,915			(1,915		)
Related amortization of deferred policy acquisition costs, value of businesses acquired
Annuities	2,340			1,073			1,267
Acquisitions	(3,120		)	(1,776		)	(1,344		)
Income (Loss) before income tax	$	41,636		$	(159,942	)	$	201,578

Income (loss) before income tax, unlike operating income (loss) before income tax, does not exclude realized gains (losses), net of the related amortization of DAC and VOBA, and participating income from real estate ventures.  Income before income tax for the Acquisitions segment was $43.2 million for the third quarter of 2009 compared to a loss before income tax of $5.2 million for the third quarter of 2008. Income before income tax for the Annuities segment was $13.3 million for the third quarter of 2009 compared to a loss before income tax of $14.9 million for the third quarter of 2008. Income before income tax for the Stable Value segment was $9.4 million for the third quarter of 2009 compared to $33.2 million for the third quarter of 2008.  Loss before income tax for the Corporate & Other segment was $56.5 million for the third quarter of 2009 compared to a loss before income tax of $233.4 million for the third quarter of 2008.

Sales

The Company uses sales statistics to measure the relative progress of its marketing efforts. The Company derives these statistics from various sales tracking and administrative systems and not from its financial reporting systems or financial statements. These statistics measure only one of many factors that may affect future profitability of the business segments and therefore, are not intended to be predictive of future profitability.

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The table below sets forth business segment sales for the periods shown:

($ in millions)

	3Q2009		3Q2008		$ Chg			% Chg
Life Marketing	$	41.9	$	35.4	$	6.5		18.4	%
Annuities	452.6		472.2		(19.6		)	-4.2	%
Stable Value Products	—		685.0		(685.0		)	n/m
Asset Protection	86.2		104.2		(18.0		)	-17.3	%

Review of Business Segment Results

Life Marketing

Life Marketing segment pre-tax operating income was $26.5 million in the third quarter of 2009 compared to $52.2 million in the third quarter of 2008.  The decrease was primarily due to unfavorable mortality, lower investment income on the traditional life block, and an elevated level of expenses. Negative traditional life mortality of $4.9 million is included in the third quarter of 2009 results and is $7.9 million unfavorable to plan. Positive prospective unlocking of $1.5 million was recorded in the third quarter of 2009, compared to $8.8 million of positive prospective unlocking recorded in the third quarter of 2008.

Sales were $41.9 million in the third quarter of 2009, an increase of 18.5% compared to $35.4 million in the third quarter of 2008.  Term insurance sales in the current quarter were $25.6 million compared to $23.0 million in the prior year’s quarter.  Universal life insurance sales (including variable universal life) in the current quarter were $16.3 million compared to $12.3 million in the third quarter of 2008.

Acquisitions

Acquisitions segment pre-tax operating income was $33.1 million in the third quarter of 2009 compared to $33.0 million in the third quarter of 2008, primarily due to lower operating expenses, partially offset by expected runoff of the blocks of business.

Annuities

Annuities segment pre-tax operating income was $16.1 million in the third quarter of 2009 compared to $556 thousand in the third quarter of 2008.  The current quarter included $3.8 million of negative fair value changes, representing a positive variance of $1.1 million compared to the prior year’s quarter. This variance includes a $1.0 million favorable variance on embedded derivatives associated with the variable annuity guaranteed minimum withdrawal benefit (“GMWB”) rider and a $0.1 million favorable variance on the equity indexed annuity product line, which is no longer marketed. Positive prospective unlocking improved earnings by $6.9 million in the current quarter.  The segment experienced wider interest spreads and continued growth in the single premium deferred annuity and market value adjusted annuity lines during the third quarter.  Annuity account values were $9.9 billion as of September 30, 2009, an increase of 20.6% over the prior year.  Net cash flows for the segment remained positive during the quarter.

Sales in the third quarter of 2009 were $452.6 million compared to $472.2 million in the third quarter of 2008. The decrease was primarily due to lower fixed annuity sales, partially offset by record variable annuity sales.  Variable annuity sales were $194.4 million in the third quarter of 2009, an increase of approximately 47%, compared to $132.4 million in the third quarter of 2008.  Fixed annuity sales were $258.1 million in the third quarter of 2009 compared to $339.8 million in the prior year’s quarter.

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Stable Value Products

Stable Value Products segment pre-tax operating income was $14.3 million in the third quarter of 2009 compared to $28.2 million in the third quarter of 2008.  The decrease was a result of a decline in average account values and a decline in operating spreads.  Included in the operating income during the third quarter of 2008 was $3.0 million of other income resulting from the early retirement of funding agreements.  There were no early funding agreement retirements in the third quarter of 2009. Excluding the effect of this gain, the spread decreased 28 basis points to 140 basis points for the three months ended September 30, 2009, compared to the prior year’s quarter.  Deposit balances as of September 30, 2009 were $3.9 billion.

There were no sales during the three months ended September 30, 2009 compared to $685.0 million in the previous year’s quarter.

Asset Protection

Asset Protection segment pre-tax operating income was $5.7 million in the third quarter of 2009 compared to $8.2 million in the third quarter of 2008.  The decrease was primarily the result of lower service contract income due to significantly lower sales volume and modestly higher loss ratios.

Sales in the third quarter of 2009 were $86.2 million, down $18.0 million, or 17.2%, compared to the third quarter of 2008, driven by the negative impact in all product lines of lower volume of automobile and marine units sold. Sales increased $10.0 million in the third quarter of 2009, as compared to the second quarter of 2009. The segment benefitted in the current quarter from the federal government’s “Cash for Clunkers” program.

Corporate & Other

This segment consists primarily of net investment income on capital, interest expense on debt, ancillary run-off lines of business, and various items not associated with the other segments. Corporate & Other segment pre-tax operating loss was $22.8 million in the third quarter of 2009 compared to a $32.2 million loss in the third quarter of 2008. The improvement in the current quarter was primarily due to mark-to-market adjustments on a portfolio of securities designated for trading, with a market value of approximately $322.4 million as of September 30, 2009. The mark-to-market on this trading portfolio positively impacted income by $14.1 million for the three months ended September 30, 2009, a $37.6 million more favorable impact than in the prior year’s quarter.  Offsetting this positive mark-to-market change was lower investment income resulting from reduced yields on a large balance of cash and short-term investments and higher expenses.

Investments

·Total cash and investments were $29.0 billion as of September 30, 2009.  This includes $1.3 billion of cash and short-term investments.

·Our net unrealized loss position was $476.8 million, prior to tax and DAC offsets, an improvement of $2.5 billion or approximately 83%, compared to December 31, 2008.

·During the third quarter of 2009, we recorded a $31.0 million pre-tax loss on credit related other-than-temporary impairments.

·Problem loans and foreclosed properties represented 0.7% of our commercial mortgage loan portfolio as of September 30, 2009.

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Net Realized Investment/Derivative Activity

($ per average diluted share)

	3Q 2009			3Q 2008
Impairments/Credit related losses	$	(0.23	)	$	(1.84	)
Modco net activity	0.05			(0.36		)
Net realized gains (excl. Modco)	0.03			(0.12		)
Interest rate related derivatives	(0.06		)	(0.01		)
Credit default swaps	—			(0.02		)
All other	(0.02		)	0.06
Total	$	(0.23	)	$	(2.29	)

Operating income differs from the GAAP measure, net income, in that it excludes realized investment gains (losses) and related amortization.  The tables below reconcile operating income to net income:

Consolidated Results

($ in thousands; net of income tax)	3Q 2009			3Q 2008
After-tax Operating Income	$	47,922		$	62,452
Realized investment gains (losses) and related amortization
Investments	88,002			(227,759		)
Derivatives	(108,339		)	65,299
Net Income (Loss)	$	27,585		$	(100,008	)

($ per average diluted share; net of income tax)	3Q 2009			3Q 2008
After-tax Operating Income	$	0.55		$	0.88
Realized investment gains (losses) and related amortization
Investments	1.01			(3.20		)
Derivatives	(1.24		)	0.91
Net Income (Loss)	$	0.32		$	(1.41	)

For information relating to non-GAAP measures (operating income, share owners’ equity per share excluding other comprehensive income (loss), operating return on average equity, and net income (loss) return on average equity) in this press release, please refer to the disclosure at the end of this press release. All per share results used throughout this press release are presented on a diluted basis, unless otherwise noted.

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	Rolling Twelve Months Ended
	September 30,
	2009		2008
Operating Income Return on Average Equity	9.8	%	9.9	%
Net Income Return on Average Equity	4.9	%	1.4	%

Operating income return on average equity and net income return on average equity are measures used by management to evaluate the Company’s performance. Operating income return on average equity for the twelve months ended September 30, 2009 was calculated by dividing operating income for this period by the average ending balance of share owners’ equity (excluding accumulated other comprehensive income (loss)) for the five most recent quarters. Net income(loss) return on average equity for the twelve months ended September 30, 2009, was calculated by dividing net income (loss) for this period by the average ending balance of share owners’ equity (excluding accumulated other comprehensive income (loss)) for the five most recent quarters.

Reconciliation of Share Owners’ Equity, Excluding Accumulated Other Comprehensive Income (Loss)

($ in thousands)

	As of September 30,			As of December 31,
	2009			2008
Total share owners’ equity	$	2,302,799		$	761,095
Less: Accumuluated other comprehensive income (loss)	(375,472		)	(1,667,056		)
Total share owners’ equity excluding accumulated other comprehensive income (loss)	$	2,678,271		$	2,428,151

Reconciliation of Share Owners’ Equity per Share, Excluding Accumulated Other Comprehensive Income (Loss) per Share

($ per common share oustanding)

	As of September 30,			As of December 31,
	2009			2008
Total share owners’ equity	$	26.91		$	10.89
Less: Accumuluated other comprehensive income (loss)	(4.39		)	(23.85		)
Total share owners’ equity excluding accumulated other comprehensive income (loss)	$	31.30		$	34.74

2009 Guidance

Due to current market conditions and the potential impact of fair value accounting on reported results, Protective will not provide 2009 earnings guidance, but will discuss the outlook for the remainder of the year during its third quarter 2009 earnings call as scheduled below.

Conference Call

There will be a conference call for management to discuss the quarterly results with analysts and professional investors on November 5, 2009 at 10:00 a.m. Eastern. Analysts and professional investors may access this call by dialing 1-866-271-5140 (international callers 1-617-213-8893) and entering the conference passcode: 86201587. A recording of the call will be available from

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12:00 p.m. Eastern November 5, 2009 until midnight November 19, 2009. The recording may be accessed by calling 1-888-286-8010 (international callers 1-617-801-6888) and entering the passcode: 34039379.

The public may access a live webcast of the call, along with a call presentation, on the Company’s website at www.protective.com.

A recording of the webcast will also be available from 12:00 p.m. Eastern November 5, 2009 until midnight November 19, 2009.

Supplemental financial information is also available on the Company’s website at www.protective.com in the Analyst/Investor section under Financial Information/Quarterly & Other Reports.

Information Relating to Non-GAAP Measures

Throughout this press release, GAAP refers to accounting principles generally accepted in the United States of America. Consolidated and segment operating income (loss) are defined as income (loss) before income tax excluding net realized investment gains (losses) net of the related amortization of deferred policy acquisition costs (“DAC”),and value of businesses acquired (“VOBA”), and participating income from real estate ventures. Periodic settlements of derivatives associated with corporate debt and certain investments and annuity products are included in realized gains (losses) but are considered part of consolidated and segment operating income because the derivatives are used to mitigate risk in items affecting consolidated and segment operating income (loss). Management believes that consolidated and segment operating income (loss) provides relevant and useful information to investors, as it represents the basis on which the performance of the Company’s business is internally assessed. Although the items excluded from consolidated and segment operating income (loss) may be significant components in understanding and assessing the Company’s overall financial performance, management believes that consolidated and segment operating income (loss) enhances an investor’s understanding of the Company’s results of operations by highlighting the income (loss) attributable to the normal, recurring operations of the Company’s business. As prescribed by GAAP, certain investments are recorded at their market values with the resulting unrealized gains (losses) affected by a related adjustment to DAC and VOBA, net of income tax, reported as a component of share owners’ equity. The market values of fixed maturities increase or decrease as interest rates change. The Company believes that an insurance company’s share owners’ equity per share may be difficult to analyze without disclosing the effects of recording accumulated other comprehensive income (loss), including unrealized gains (losses) on investments.

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Calculation of Operating Income Return on Average Equity

Rolling Twelve Months Ended September 30, 2009

													Twelve
	Three Months Ended												Months Ended
$ in thousands	12/31/2008			3/31/2009			6/30/2009			9/30/2009			9/30/2009
NUMERATOR:
Net Income (Loss)	$	(15,913	)	$	22,135		$	90,757		$	27,585		$	124,564
Net of:
Realized investment gains (losses), net of income tax
Investments	(60,407		)	(85,585		)	82,439			87,495			23,942
Derivatives	(10,574		)	47,675			(72,400		)	(108,339		)	(143,638		)
Related amortization of DAC and VOBA, net of income tax	(632		)	(51		)	612			507			436
Add back:
Derivative gains related to Corp. debt and investments, net of income tax	1,020			1,455			756			—			3,231
Operating Income	$	56,720		$	61,551		$	80,862		$	47,922		$	247,055

						Share-Owners’
			Accumulated			Equity Excluding
			Other			Accumulated Other
	Share-Owners’		Comprehensive			Comprehensive
	Equity		Income (Loss)			Income (Loss)
DENOMINATOR:
September 30, 2008	$	1,524,655	$	(928,205	)	$	2,452,860
December 31, 2008	761,095		(1,667,056		)	2,428,151
March 31, 2009	783,178		(1,660,204		)	2,443,382
June 30, 2009	1,628,375		(1,031,719		)	2,660,094
September 30, 2009	2,302,799		(375,472		)	2,678,271
Total						$	12,662,758
Average						$	2,532,552
Operating Income Return on Average Equity						9.8		%

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Calculation of Net Income (Loss) Return on Average Equity

Rolling Twelve Months Ended September 30, 2009

										Twelve
	Three Months Ended									Months Ended
$ in thousands	12/31/2008			3/31/2009		6/30/2009		9/30/2009		9/30/2009
NUMERATOR:
Net Income (Loss)	$	(15,913	)	$	22,135	$	90,757	$	27,585	$	124,564

						Share-Owners’
			Accumulated			Equity Excluding
			Other			Accumulated Other
	Share-Owners’		Comprehensive			Comprehensive
	Equity		Income (Loss)			Income (Loss)
DENOMINATOR:
September 30, 2008	$	1,524,655	$	(928,205	)	$	2,452,860
December 31, 2008	761,095		(1,667,056		)	2,428,151
March 31, 2009	783,178		(1,660,204		)	2,443,382
June 30, 2009	1,628,375		(1,031,719		)	2,660,094
September 30, 2009	2,298,695		(375,472		)	2,678,271
Total						$	12,662,758
Average						$	2,532,552
Net Income (Loss) Return on Average Equity						4.9		%

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Forward-Looking Statements

This release includes “forward-looking statements” which express expectations of future events and/or results. All statements based on future expectations rather than on historical facts are forward-looking statements that involve a number of risks and uncertainties, and the Company cannot give assurance that such statements will prove to be correct. The factors which could affect the Company’s future results include, but are not limited to, general economic conditions and the following known risks and uncertainties: the Company is exposed to the risks of natural disasters, pandemics, malicious and terrorist acts that could adversely affect the Company’s operations; the Company operates in a mature, highly competitive industry, which could limit its ability to gain or maintain its position in the industry and negatively affect profitability; a ratings downgrade or other negative action by a ratings organization could adversely affect the Company; the Company’s policy claims fluctuate from period to period resulting in earnings volatility; the Company’s results may be negatively affected should actual experience differ from management’s assumptions and estimates which by their nature are imprecise and subject to changes and revision over time; the use of reinsurance, and any change in the magnitude of reinsurance, introduces variability in the Company’s statements of income; the Company could be forced to sell investments at a loss to cover policyholder withdrawals; interest rate fluctuations could negatively affect the Company’s spread income or otherwise impact its business, including, but not limited to, the volume of sales, the profitability of products, investment performance, and asset liability management; equity market volatility could negatively impact the Company’s business, particularly with respect to the Company’s variable products, including an increase in the rate of amortization of DAC and estimated cost of providing minimum death benefit and minimum withdrawal benefit guarantees relating to the variable products; insurance companies are highly regulated and subject to numerous legal restrictions and regulations, including, but not limited to, restrictions relating to premium rates, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, and capital adequacy, and the Company cannot predict whether or when regulatory actions may be taken that could adversely affect the Company or its operations; changes to tax law or interpretations of existing tax law could adversely affect the Company, including, but not limited to, the demand for and profitability of its insurance products and the Company’s ability to compete with non-insurance products; the Company may be required to establish a valuation allowance against its deferred tax assets, which could materially adversely affect the Company’s results of operations, financial condition and capital position; financial services companies are frequently the targets of litigation, including, but not limited to, class action litigation, which could result in substantial judgments, and the Company, like other financial services companies, in the ordinary course of business is involved in litigation and arbitration; publicly held companies in general and the financial services industry in particular are sometimes the target of law enforcement investigations and the focus of increased regulatory scrutiny; the Company’s ability to maintain competitive unit costs is dependent upon the level of new sales and persistency of existing business, and a change in persistency may result in higher claims and/or higher or more rapid amortization of deferred policy acquisition costs and thus higher unit costs and lower reported earnings; the Company’s investments, including, but not limited to, the Company’s invested assets, derivative financial instruments and commercial mortgage loan portfolio, are subject to market, credit, and regulatory risks, and these risks could be heightened during periods of extreme volatility or disruption in financial and credit markets; the Company may not realize its anticipated financial results from its acquisitions strategy, which is dependent on factors such as the availability of suitable acquisitions, the availability of capital to fund acquisitions and the realization of

11

assumptions relating to the acquisition; the Company is dependent on the performance of others, including, but not limited to, distributors, third-party administrators, fund managers, reinsurers and other service providers, and, as with all financial services companies, its ability to conduct business is dependent upon consumer confidence in the industry and its products; the Company’s reinsurers could fail to meet assumed obligations, increase rates, or be subject to adverse developments that could affect the Company, and the Company’s ability to compete is dependent on the availability of reinsurance, which has become more costly and less available in recent years, or other substitute capital market solutions; the success of the Company’s captive reinsurance program and related marketing efforts is dependent on a number of factors outside the control of the Company, including, but not limited to, continued access to capital markets, a favorable regulatory environment, and the overall tax position of the Company; computer viruses or network security breaches could affect the data processing systems of the Company or its business partners, and could damage the Company’s business and adversely affect its financial condition and results of operations; the Company’s ability to grow depends in large part upon the continued availability of capital, which has been negatively impacted by regulatory action and the volatility and disruption in the capital and credit markets, and may be negatively impacted in the future by an increase in guaranteed minimum death and withdrawal benefit related policy liabilities in variable products resulting from negative performance in the equity markets, and future marketing plans are dependent on access to the capital markets through securitization; new GAAP and statutory accounting rules or changes to existing GAAP and statutory accounting rules could negatively impact the Company; the Company’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risk, which could negatively affect our business or result in losses; capital and credit market volatility or disruption could adversely impact the Company’s financial condition or results from operations in several ways, including but not limited to the following: causing market price and cash flow variability in the Company’s fixed income portfolio, defaults on principal or interest payments by issuers of the Company’s fixed income investments, other than temporary impairments of the Company’s fixed income investments; adversely impacting the Company’s ability to efficiently access the capital markets to finance its reserve, capital and liquidity needs; difficult conditions in the economy generally, including severe or extended economic recession, could adversely affect the Company’s business and results from operations; there can be no assurance that the actions of the U.S. Government or other governmental and regulatory bodies for the purpose of stabilizing the financial markets will achieve their intended effect; the Company may not be able to protect its intellectual property and may be subject to infringement claims; the Company could be adversely affected by an inability to access its credit facility; the amount of statutory capital the Company has and must hold to maintain its financial strength and credit ratings and meet other requirements can vary significantly and is sensitive to a number of factors; and the Company operates as a holding company and depends on the ability of its subsidiaries to transfer funds to it to meet its obligations and to pay dividends. Please refer to Part I, Item 1A, Risk Factors and Cautionary Factors that may Affect Future Results of the Company’s most recent Form 10-K and Part II, Item 1A, Risk Factors, of the Company’s subsequent quarterly reports on Form 10-Q for more information about these factors.

Contacts:

Rich Bielen	Eva Robertson
Vice Chairman and Chief Financial Officer	Vice President, Investor Relations
(205) 268-3617	(205) 268-3912

12

EX-99.2

Exhibit 99.2

Draft       11/4/2009

Supplemental Schedules

Third Quarter 2009

	Draft	11/4/2009
	Page 1

Quarterly Financial Highlights

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR		3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009		2009			2008			2009
Pre-tax Operating Income *
Life Marketing	$	52,222		$	51,737		$	42,510		$	37,179	$	26,544		$	136,798		$	106,233
Acquisitions	33,021			35,368			33,621			35,041		33,061			101,111			101,723
Annuities	556			6,175			(575		)	21,495		16,075			12,532			36,995
Stable Value Products	28,184			27,866			20,207			16,976		14,339			61,945			51,522
Asset Protection	8,186			6,087			6,280			4,656		5,731			24,702			16,667
Corporate & Other	(32,173		)	(41,747		)	(9,247		)	9,648		(22,826		)	(64,239		)	(22,425		)
Total Pre-tax Operating Income	$	89,996		$	85,486		$	92,796		$	124,995	$	72,924		$	272,849		$	290,715
Balance Sheet Data
Total GAAP Assets	$	41,152,791		$	39,572,449		$	38,760,243		$	40,392,169	$	41,787,606
Shareowners’ Equity	$	1,524,655		$	761,095		$	783,178		$	1,628,375	$	2,302,799
Shareowners’ Equity (excluding accumulated other comprehensive income (loss)) **	$	2,452,860		$	2,428,151		$	2,443,382		$	2,660,094	$	2,678,271
Stock Data
Closing Price	$	28.51		$	14.35		$	5.25		$	11.44	$	21.42
Average Shares Outstanding
Basic	71,115,365			71,122,593			70,850,571			77,893,480		86,481,240			71,104,383			78,465,685
Diluted	71,115,365			71,122,593			71,392,134			78,528,511		87,372,659			71,104,383			79,156,305

* “Pre-tax Operating Income” is a non-GAAP financial measure.  “Income (loss) Before Income Tax” is a GAAP financial measure to which “Pre-tax Operating Income” may be compared.

See Page 5 for a reconciliation of “Pre-tax Operating Income” to “Income (loss) Before Income Tax”.

** “Shareowners’ equity excluding accumulated other comprehensive income (loss)” is a non-GAAP financial measure.  “Shareowners’ equity” is a GAAP financial measure to which “Shareowners’ equity excluding accumulated other comprehensive income (loss)” may be compared.

See Page 4 for a reconciliation of “Shareowners’ equity excluding accumulated other comprehensive income (loss)” to “Shareowners’ equity”.

Draft       11/4/2009
Page 2

Financial Strength Ratings as of September 30, 2009

	A.M. Best	Fitch	Standard & Poor’s	Moody’s
Legal Entity
Insurance companies:
Protective Life Insurance Company	A+	A	AA-	A2
West Coast Life Insurance Company	A+	A	AA-	A2
Protective Life and Annuity Insurance Company	A+	A	AA-	—
Lyndon Property Insurance Company	A-	—	—	—

Credit Ratings as of September 30, 2009

	A.M. Best	Fitch		Standard & Poor’s	Moody’s
Legal Entity
Protective Life Corporation	a-	BBB+/BBB	(1)	A-	Baa2
Protective Life Insurance Company	aa-	—		AA-	—

(1)  The default rating is BBB+.  The BBB rating is related to our senior notes.

Draft       11/4/2009
Page 3

GAAP Consolidated Statements of Income (Loss)

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
REVENUES
Gross Premiums and Policy Fees	$	664,464		$	686,812		$	659,152		$	679,989		$	652,497		$	2,005,741		$	1,991,638
Reinsurance Ceded	(366,734		)	(421,230		)	(358,299		)	(394,225		)	(351,664		)	(1,161,580		)	(1,104,188		)
Net Premiums and Policy Fees	297,730			265,582			300,853			285,764			300,833			844,161			887,450
Net investment income	423,522			404,236			421,685			431,144			409,956			1,270,928			1,262,785
RIGL - Derivatives	91,991			(38,764		)	92,433			(97,991		)	(195,540		)	155,421			(201,098		)
RIGL - All Other Investments	(148,458		)	(63,766		)	(41,843		)	167,799			165,576			(208,928		)	291,532
OTTI losses	(202,644		)	(29,168		)	(117,314		)	(48,877		)	(14,873		)	(282,630		)	(181,064		)
OTTI losses/(gains) recognized in OCI (before taxes)	—			—			27,488			7,906			(16,095		)	—			19,299
Net OTTI losses recognized in earnings	(202,644		)	(29,168		)	(89,826		)	(40,971		)	(30,968		)	(282,630		)	(161,765		)
Other income	47,943			47,057			38,663			39,586			41,222			141,435			119,471
Total Revenues	510,084			585,177			721,965			785,331			691,079			1,920,387			2,198,375
BENEFITS & EXPENSES
Benefits and settlement expenses	535,839			475,682			504,359			478,148			521,218			1,500,859			1,503,725
Amortization of deferred policy acquisition costs and value of businesses acquired	39,331			54,591			113,648			89,949			47,240			179,151			250,837
Other operating expenses	60,788			47,120			46,671			49,647			54,459			186,060			150,777
Interest on indebtedness - subsidiaries	16,990			14,698			7,991			10,782			9,615			52,777			28,388
Interest on indebtedness - holding company - other debt	7,677			9,942			7,740			7,186			7,510			22,211			22,436
Interest on indebtedness - holding company - hybrid securities	9,401			9,401			9,400			9,401			9,401			28,203			28,202
Total Benefits and Expenses	670,026			611,434			689,809			645,113			649,443			1,969,261			1,984,365
INCOME (LOSS) BEFORE INCOME TAX	(159,942		)	(26,257		)	32,156			140,218			41,636			(48,874		)	214,010
Income tax expense (benefit)	(59,934		)	(10,344		)	10,021			49,461			14,051			(22,932		)	73,533
NET INCOME (LOSS)	$	(100,008	)	$	(15,913	)	$	22,135		$	90,757		$	27,585		$	(25,942	)	$	140,477
PER SHARE DATA FOR QUARTER
Operating income-diluted *	$	0.88		$	0.80		$	0.86		$	1.03		$	0.55
RIGL - Derivatives net of gains related to corp debt, investments and annuities	0.91			(0.15		)	0.65			(0.93		)	(1.24		)
RIGL - All Other Investments, net of participating income	(3.20		)	(0.87		)	(1.20		)	1.06			1.01
Net income (loss)-diluted	$	(1.41	)	$	(0.22	)	$	0.31		$	1.16		$	0.32
Average shares outstanding-diluted	71,115,365			71,122,593			71,392,134			78,528,511			87,372,659
Dividends paid	$	0.235		$	0.12		$	0.12		$	0.12		$	0.12
PER SHARE DATA FOR YTD
Operating income-diluted *	$	2.57		$	3.37		$	0.86		$	1.90		$	2.40
RIGL - Derivatives net of gains related to corp debt, investments and annuities	1.54			1.39			0.65			(0.36		)	(1.71		)
RIGL - All Other Investments, net of participating income	(4.47		)	(5.35		)	(1.20		)	(0.03		)	1.08
Net income (loss)-diluted	$	(0.36	)	$	(0.59	)	$	0.31		$	1.51		$	1.77
Average shares outstanding-diluted	71,104,383			71,108,961			71,392,134			74,980,036			79,156,305
Dividends paid	$	0.695		$	0.815		$	0.12		$	0.24		$	0.36

* “Operating Income” is a non-GAAP financial measure.  “Net Income (loss)” is a GAAP financial measure to which “Operating Income” may be compared.

Draft       11/4/2009
Page 4

GAAP Consolidated Balance Sheets

(Dollars In Thousands)	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR
(Unaudited)	2008		2008		2009		2009		2009
ASSETS
Fixed maturities	$	22,084,909	$	20,098,980	$	19,571,798	$	20,561,840	$	22,560,159
Equity securities	312,389		302,132		268,211		269,108		270,057
Mortgage loans	3,653,919		3,848,288		3,858,573		3,846,417		3,849,349
Investment real estate	7,793		14,810		14,769		17,427		19,651
Policy loans	811,846		810,933		800,617		792,853		788,402
Other long-term investments	329,259		432,137		451,847		346,037		232,927
Long-term investments	27,200,115		25,507,280		24,965,815		25,833,682		27,720,545
Short-term investments	987,604		1,059,506		845,558		1,841,149		1,076,621
Total investments	28,187,719		26,566,786		25,811,373		27,674,831		28,797,166
Cash	86,587		149,358		180,648		206,540		225,302
Accrued investment income	308,144		287,543		286,363		270,698		283,559
Accounts and premiums receivable	163,258		55,017		59,867		90,237		113,847
Reinsurance receivable	5,227,020		5,254,788		5,273,817		5,309,360		5,336,371
Deferred policy acquisition costs and value of businesses acquired	3,965,955		4,200,321		4,243,218		3,900,088		3,660,267
Goodwill	122,128		120,954		120,179		119,405		118,630
Property and equipment, net	40,274		39,707		37,795		38,401		38,031
Other assets	172,759		174,035		174,777		196,235		172,002
Current/Deferred income tax	154,454		453,526		440,110		69,004		47,358
Assets related to separate accounts
Variable annuity	2,426,806		2,027,470		1,907,272		2,257,859		2,694,715
Variable universal life	297,687		242,944		224,824		259,511		300,358
TOTAL ASSETS	$	41,152,791	$	39,572,449	$	38,760,243	$	40,392,169	$	41,787,606

Draft       11/4/2009
Page 5

GAAP Consolidated Balance Sheets - Continued

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR
(Unaudited)	2008			2008			2009			2009			2009
LIABILITIES
Policy liabilities and accruals
Future policy benefits and claims	$	16,882,724		$	17,008,524		$	17,118,094		$	17,169,737		$	17,220,814
Unearned premiums	1,248,942			1,251,855			1,230,108			1,221,101			1,231,165
Stable value product deposits	6,021,834			4,960,405			4,360,658			4,138,131			3,863,329
Annuity deposits	8,976,496			9,357,427			9,316,791			9,596,476			9,726,082
Other policyholders’ funds	424,185			421,313			443,173			473,105			491,216
Other liabilities	741,120			926,821			719,550			922,242			852,449
Deferred income taxes	58,747			—			—			36,037			400,084
Non-recourse funding obligations	1,375,000			1,375,000			1,375,000			1,375,000			1,375,000
Debt	649,852			714,852			756,852			789,852			804,852
Subordinated Debt Securities	524,743			524,743			524,743			524,743			524,743
Liabilities related to separate accounts
Variable annuity	2,426,806			2,027,470			1,907,272			2,257,859			2,694,715
Variable universal life	297,687			242,944			224,824			259,511			300,358
TOTAL LIABILITIES	39,628,136			38,811,354			37,977,065			38,763,794			39,484,807
SHAREOWNERS’ EQUITY
Common stock	36,626			36,626			36,626			44,388			44,388
Additional paid-in-capital	448,887			448,481			449,009			575,064			575,915
Treasury stock	(26,978		)	(26,978		)	(26,490		)	(25,945		)	(25,936		)
Cumulative Effect Adjustments	3,616			3,616			3,616			3,616			3,616
Unallocated ESOP shares	(474		)	(474		)	—			—			—
Retained earnings	1,991,183			1,966,880			1,980,621			2,062,971			2,080,288
Accumulated other comprehensive income (loss)	(928,205		)	(1,667,056		)	(1,660,204		)	(1,031,719		)	(375,472		)
TOTAL SHAREOWNERS’ EQUITY	1,524,655			761,095			783,178			1,628,375			2,302,799
TOTAL LIABILITIES AND SHAREOWNERS’ EQUITY	$	41,152,791		$	39,572,449		$	38,760,243		$	40,392,169		$	41,787,606
SHAREOWNERS’ EQUITY PER SHARE
Total Shareowners’ Equity	$	21.81		$	10.89		$	11.19		$	19.03		$	26.91
Less: Accumulated other comprehensive income (loss)	(13.28		)	(23.85		)	(23.72		)	(12.05		)	(4.39		)
Excluding accumulated other comprehensive income (loss)*	$	35.09		$	34.74		$	34.91		$	31.08		$	31.30
Total Shareowners’ Equity	$	1,524,655		$	761,095		$	783,178		$	1,628,375		$	2,302,799
Less: Accumulated other comprehensive income (loss)	(928,205		)	(1,667,056		)	(1,660,204		)	(1,031,719		)	(375,472		)
Shareowners’ Equity (excluding accumulated other comprehensive income (loss)) *	$	2,452,860		$	2,428,151		$	2,443,382		$	2,660,094		$	2,678,271
Common shares outstanding	69,903,431			69,905,807			69,986,429			85,578,907			85,579,870
Treasury Stock shares	3,348,529			3,346,153			3,265,531			3,198,053			3,197,090

* “Shareowners’ equity excluding accumulated other comprehensive income (loss)” is a non-GAAP financial measure.  “Shareowners’ equity” is a GAAP financial measure to which “Shareowners’ equity excluding accumulated other comprehensive income (loss)” may be compared.

Draft       11/4/2009
Page 6

Calculation of Operating Earnings (Loss) Per Share

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
CALCULATION OF NET INCOME (LOSS) PER SHARE
Net income (loss)	$	(100,008	)	$	(15,913	)	$	22,135		$	90,757		$	27,585		$	(25,942	)	$	140,477
Average shares outstanding-basic	71,115,365			71,122,593			70,850,571			77,893,480			86,481,240			71,104,383			78,465,685
Average shares outstanding-diluted	71,115,365			71,122,593			71,392,134			78,528,511			87,372,659			71,104,383			79,156,305
Net income (loss) per share-basic	$	(1.41	)	$	(0.22	)	$	0.31		$	1.17		$	0.32		$	(0.36	)	$	1.79
Net income (loss) per share-diluted	$	(1.41	)	$	(0.22	)	$	0.31		$	1.16		$	0.32		$	(0.36	)	$	1.77
Income (loss) from continuing operations	$	(100,008	)	$	(15,913	)	$	22,135		$	90,757		$	27,585		$	(25,942	)	$	140,477
EPS (basic)	$	(1.41	)	$	(0.22	)	$	0.31		$	1.17		$	0.32		$	(0.36	)	$	1.79
EPS (diluted)	$	(1.41	)	$	(0.22	)	$	0.31		$	1.16		$	0.32		$	(0.36	)	$	1.77
CALCULATION OF REALIZED INVESTMENT GAINS (LOSSES) PER SHARE
RIGL - Derivatives	$	91,991		$	(38,764	)	$	92,433		$	(97,991	)	$	(195,540	)	$	155,421		$	(201,098	)
Derivative Gains related to Corporate Debt and Investments	(1,915		)	(1,569		)	(2,238		)	(1,163		)	0			(4,185		)	(3,401		)
Derivative Gains related to Annuities	10,385			22,496			(19,088		)	(13,393		)	28,864			18,475			(3,617		)
RIGL - All Other Investments, net of participating income	(351,102		)	(92,934		)	(131,669		)	126,828			134,608			(491,558		)	129,767
Related amortization of DAC & VOBA	703			(972		)	(78		)	942			780			124			1,644
	(249,938		)	(111,743		)	(60,640		)	15,223			(31,288		)	(321,723		)	(76,705		)
Tax effect	87,478			39,110			21,224			(5,328		)	10,951			112,603			26,847
	$	(162,460	)	$	(72,633	)	$	(39,416	)	$	9,895		$	(20,337	)	$	(209,120	)	$	(49,858	)
RIGL - Derivatives per share-diluted	$	0.91		$	(0.15	)	$	0.65		$	(0.93	)	$	(1.24	)	$	1.54		$	(1.71	)
RIGL - All Other Investments per share-diluted	$	(3.20	)	$	(0.87	)	$	(1.20	)	$	1.06		$	1.01		$	(4.47	)	$	1.08
OPERATING INCOME (LOSS) PER SHARE *
Net income (loss) per share-diluted	$	(1.41	)	$	(0.22	)	$	0.31		$	1.16		$	0.32		$	(0.36	)	$	1.77
RIGL - Derivatives per share-diluted	0.91			(0.15		)	0.65			(0.93		)	(1.24		)	1.54			(1.71		)
RIGL - All Other Investments, net of participating income per share-diluted	(3.20		)	(0.87		)	(1.20		)	1.06			1.01			(4.47		)	1.08
Operating income per share-diluted	$	0.88		$	0.80		$	0.86		$	1.03		$	0.55		$	2.57		$	2.40
NET OPERATING INCOME (LOSS) *
Net income (loss)	$	(100,008	)	$	(15,913	)	$	22,135		$	90,757		$	27,585		$	(25,942	)	$	140,477
Less: RIGL - Derivatives net of tax & gains related to corp debt, investments & annuities	65,299			(11,594		)	46,220			(73,156		)	(108,339		)	110,312			(135,275		)
Less: RIGL - All Other Investments net of tax, amortization, and participating income	(227,759		)	(61,039		)	(85,636		)	83,051			88,002			(319,432		)	85,417
Net operating income	$	62,452		$	56,720		$	61,551		$	80,862		$	47,922		$	183,178		$	190,335
PRE-TAX OPERATING INCOME (LOSS) **
Income (loss) before income tax and discontinued operations	$	(159,942	)	$	(26,257	)	$	32,156		$	140,218		$	41,636		$	(48,874	)	$	214,010
Less: RIGL - Derivatives	91,991			(38,764		)	92,433			(97,991		)	(195,540		)	155,421			(201,098		)
Less: Derivative gains related to corporate debt, investments & annuities	8,470			20,927			(21,326		)	(14,556		)	28,864			14,290			(7,018		)
Less: RIGL - All Other Investments, net of participating income	(351,102		)	(92,934		)	(131,669		)	126,828			134,608			(491,558		)	129,767
Less: Related amortization of DAC & VOBA	703			(972		)	(78		)	942			780			124			1,644
Pre-tax operating income	$	89,996		$	85,486		$	92,796		$	124,995		$	72,924		$	272,849		$	290,715

* “Net Operating Income (Loss)” and “Operating Income (Loss) Per Share” are non-GAAP financial measures.  “Net Income (Loss)” and “Net Income (Loss) Per Share” are GAAP financial measures to which “Net Operating Income (Loss)” and “Operating Income (Loss) Per Share” may be compared.

** “Pre-tax Operating Income (Loss)” is a non-GAAP financial measure.  “Income (Loss) Before Income Tax” is a GAAP financial measure to which “Pre-tax Operating Income (Loss)” may be compared.

Draft       11/4/2009
Page 7

Invested Asset Summary

(Dollars In Millions)	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR
(Unaudited)	2008		2008		2009		2009		2009
Total Portfolio
Fixed Income	$	22,084.9	$	20,099.0	$	19,571.8	$	20,561.8	$	22,560.2	78	%
Mortgage Loans	3,653.9		3,848.3		3,858.6		3,846.4		3,849.3		13	%
Real Estate	7.8		14.8		14.8		17.4		19.7		0	%
Equities	312.4		302.1		268.2		269.1		270.1		1	%
Policy Loans	811.8		810.9		800.6		792.9		788.4		3	%
Short-Term Investments	987.6		1,059.5		845.6		1,841.2		1,076.6		4	%
Other Long-Term Investments	329.3		432.1		451.8		346.0		232.9		1	%
Total Invested Assets	$	28,187.7	$	26,566.7	$	25,811.4	$	27,674.8	$	28,797.2	100	%

Draft       11/4/2009
Page 8

Invested Asset Summary - Fixed Income

(Dollars In Millions)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR
(Unaudited)	2008			2008			2009			2009			2009
Fixed Income
Corporate Bonds	$	13,552.4		$	12,306.3		$	12,042.8		$	13,374.3		$	15,065.2		67	%
Residential Mortgage-Backed Securities	5,652.5			4,960.2			4,731.9			4,340.1			4,150.7			18	%
Commercial Mortgage-Backed Securities	1,249.5			1,184.9			1,164.2			1,109.3			1,111.5			5	%
Asset-Backed Securities	1,209.0			1,132.7			1,175.2			1,151.8			1,187.5			5	%
US Govt Bonds	390.2			484.9			427.5			429.7			801.8			4	%
States, Municipals and Political Subdivisions	31.3			30.0			30.2			156.6			243.5			1	%
Total Fixed Income Portfolio	$	22,084.9		$	20,099.0		$	19,571.8		$	20,561.8		$	22,560.2		100	%
Fixed Income - Quality
AAA	38.6		%	35.2		%	33.7		%	24.2		%	22.5		%
AA	7.1		%	6.6		%	6.1		%	6.7		%	6.1		%
A	18.8		%	19.8		%	19.0		%	20.2		%	20.1		%
BBB	30.3		%	33.0		%	33.6		%	36.0		%	38.3		%
Below investment grade	5.2		%	5.4		%	7.6		%	12.9		%	13.0		%
	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

Note: Prior quarter public utilities securities have been reclassed to Corporate Bonds

Draft       11/4/2009
Page 9

Invested Asset Summary - Mortgages

(Dollars In Millions)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR
(Unaudited)	2008			2008			2009			2009			2009
Mortgage Loans - Type
Retail	64.9		%	65.2		%	64.8		%	64.6		%	64.7		%
Apartments	10.4		%	10.1		%	10.7		%	10.7		%	10.5		%
Office Buildings	14.0		%	14.3		%	14.4		%	14.4		%	14.6		%
Warehouses	8.1		%	7.9		%	7.7		%	7.8		%	7.8		%
Miscellaneous	2.6		%	2.5		%	2.4		%	2.5		%	2.4		%
	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Problem Mortgage Loans
60 Days Past Due	$	7.8		$	—		$	0.7		$	4.0		$	14.3
90 Days Past Due	7.4			7.4			10.7			8.8			7.1
Renegotiated Loans	—			—			—			—			—
Foreclosed Real Estate	—			7.8			—			2.7			5.0
	$	15.2		$	15.2		$	11.4		$	15.5		$	26.4

Draft       11/4/2009
Page 10

Invested Asset Summary - Trading Portfolios

(Dollars In Millions)	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR
(Unaudited)	2008		2008		2009		2009		2009
Trading Portfolio Composition (excl. Modco Trading Portfolio)
Rating
AAA	$	183.4	$	148.6	$	138.7	$	52.0	$	23.9
AA	19.2		—		3.6		40.2		16.3
A	81.9		55.3		48.6		65.3		88.8
BBB	103.0		137.5		134.5		113.9		132.2
Below investment grade	—		—		5.8		56.8		61.2
Total	$	387.5	$	341.4	$	331.2	$	328.2	$	322.4
Modco Trading Portfolio
Rating
AAA	$	1,330.5	$	1,357.1	$	1,079.0	$	878.4	$	838.2
AA	200.2		147.3		134.1		164.6		166.0
A	654.9		591.5		563.6		600.5		568.7
BBB	792.5		743.5		837.2		822.8		872.5
Below investment grade	53.2		55.6		112.1		280.5		351.2
Short-term investments	149.1		80.4		125.4		243.3		242.7
Total	$	3,180.4	$	2,975.4	$	2,851.4	$	2,990.1	$	3,039.3

Draft       11/4/2009
Page 11

Invested Asset Summary - MBS - Alt-A

Mortgage-backed Securities Collateralized by Alt-A Mortgage Loans as of September 30, 2009:

(Dollars In Millions)	2005 and
(Unaudited)	Prior			2006			2007			2008		2009		Total
Estimated Fair Value of Security by Year of Security Origination
Rating
AAA	$	5.0		$	—		$	—		$	—	$	—	$	5.0
A	1.3			—			—			—		—		1.3
BBB	31.5			—			—			—		—		31.5
Below investment grade	34.0			231.1			149.6			—		—		414.7
Total mortgage-backed securities collateralized by Alt-A mortgage loans	$	71.8		$	231.1		$	149.6		$	—	$	—	$	452.5
Estimated Unrealized Gain (Loss) of Security by Year of Security Origination
Rating
AAA	$	(1.7	)	$	—		$	—		$	—	$	—	$	(1.7	)
A	—			—			—			—		—		—
BBB	(5.1		)	—			—			—		—		(5.1		)
Below investment grade	(6.6		)	(61.8		)	(36.1		)	—		—		(104.5		)
Total mortgage-backed securities collateralized by Alt-A mortgage loans	$	(13.4	)	$	(61.8	)	$	(36.1	)	$	—	$	—	$	(111.3	)

Draft       11/4/2009
Page 12

Invested Asset Summary - MBS - Sub-prime

Mortgage-backed Securities Collateralized by Subprime Loans as of September 30, 2009:

(Dollars In Millions)	2005 and
(Unaudited)	Prior			2006			2007			2008		2009		Total
Estimated Fair Value of Security by Year of Security Origination
Rating
AAA	$	3.1		$	—		$	—		$	—	$	—	$	3.1
AA	0.8			1.4			—			—		—		2.2
BBB	0.1			—			—			—		—		0.1
Below investment grade	1.2			15.7			10.7			—		—		27.6
Total mortgage-backed securities collateralized by sub-prime mortgage loans	$	5.2		$	17.1		$	10.7		$	—	$	—	$	33.0
Estimated Unrealized Gain (Loss) of Security by Year of Security Origination
Rating
AAA	$	(0.7	)	$	—		$	—		$	—	$	—	$	(0.7	)
AA	(0.6		)	(0.2		)	—			—		—		(0.8		)
BBB	—			—			—			—		—		—
Below investment grade	(1.4		)	(10.0		)	(24.2		)	—		—		(35.6		)
Total mortgage-backed securities collateralized by sub-prime mortgage loans	$	(2.7	)	$	(10.2	)	$	(24.2	)	$	—	$	—	$	(37.1	)

Draft       11/4/2009
Page 13

Invested Asset Summary - MBS - Prime

Mortgage-backed Securities Collateralized by Prime Loans as of September 30, 2009:

(Dollars In Millions)	2005 and
(Unaudited)	Prior			2006			2007			2008		2009		Total
Estimated Fair Value of Security by Year of Security Origination
Rating
AAA	$	1,294.5		$	208.3		$	21.0		$	—	$	—	$	1,523.8
AA	157.1			—			—			—		—		157.1
A	322.2			70.3			1.1			—		—		393.6
BBB	352.3			111.9			29.6			—		—		493.8
Below investment grade	194.8			599.6			302.5			—		—		1,096.9
Total mortgage-backed securities collateralized by prime loans	$	2,320.9		$	990.1		$	354.2		$	—	$	—	$	3,665.2
Estimated Unrealized Gain (Loss) of Security by Year of Security Origination
Rating
AAA	$	31.6		$	1.4		$	0.6		$	—	$	—	$	33.6
AA	(5.0		)	—			—			—		—		(5.0		)
A	(20.5		)	(6.8		)	0.2			—		—		(27.1		)
BBB	(60.8		)	(14.5		)	(1.3		)	—		—		(76.6		)
Below investment grade	(27.6		)	(155.2		)	(61.7		)	—		—		(244.5		)
Total mortgage-backed securities collateralized by prime loans	$	(82.3	)	$	(175.1	)	$	(62.2	)	$	—	$	—	$	(319.6	)

Draft       11/4/2009
Page 14

Invested Asset Summary - External CMBS

External Commercial Mortgage-backed Securities as of September 30, 2009:

(Dollars In Millions)	2005 and
(Unaudited)	Prior			2006		2007			2008		2009		Total
Estimated Fair Value of Security by Year of Security Origination
Rating
AAA	$	226.0		$	13.9	$	41.9		$	—	$	—	$	281.8
BBB	5.9			—		—			—		—		5.9
Total external commercial mortgage-backed securities	$	231.9		$	13.9	$	41.9		$	—	$	—	$	287.7
Estimated Unrealized Gain (Loss) of Security by Year of Security Origination
Rating
AAA	$	8.9		$	0.2	$	(2.3	)	$	—	$	—	$	6.8
BBB	(1.2		)	—		—			—		—		(1.2		)
Total external commercial mortgage-backed securities	$	7.7		$	0.2	$	(2.3	)	$	—	$	—	$	5.6

Draft       11/4/2009
Page 15

Invested Asset Summary - ABS*

Asset-backed Securities* as of September 30, 2009:

(Dollars In Millions)	2005 and
(Unaudited)	Prior			2006			2007			2008		2009		Total
Estimated Fair Value of Security by Year of Security Origination
Rating
AAA	$	729.0		$	40.3		$	321.2		$	50.2	$	—	$	1,140.7
AA	17.2			—			—			—		—		17.2
A	1.5			—			—			—		—		1.5
BBB	2.8			4.9			14.7			—		—		22.4
Below investment grade	—			0.9			4.8			—		—		5.7
Total asset-backed securities	$	750.5		$	46.1		$	340.7		$	50.2	$	—	$	1,187.5
Estimated Unrealized Gain (Loss) of Security by Year of Security Origination
Rating
AAA	$	(10.3	)	$	0.3		$	(6.2	)	$	0.2	$	—	$	(16.0	)
AA	1.6			—			—			—		—		1.6
BBB	—			(1.6		)	(0.1		)	—		—		(1.7		)
Below investment grade	—			(0.3		)	(1.8		)	—		—		(2.1		)
Total asset-backed securities	$	(8.7	)	$	(1.6	)	$	(8.1	)	$	0.2	$	—	$	(18.2	)

* Excludes Residential and Commercial mortgage-backed securities

Draft       11/4/2009
Page 16

Invested Asset Summary - Other

(Dollars In Millions) (Unaudited) (Excludes Modco portfolio)	GAAP Amortized Cost		Market Value		Unrealized Gain / (Loss)
Hybrid / Preferred Securities
Domestic Exposure
Tier 1	$	982.7	$	835.1	$	(147.6	)
Preferred Stock	136.1		127.6		(8.5		)
Total Domestic Exposure	$	1,118.8	$	962.7	$	(156.1	)
European Exposure
Upper Tier 2	$	8.2	$	6.5	$	(1.7	)
Tier 1	282.3		194.7		(87.6		)
Preferred Stock	64.5		65.2		0.7
Total European Exposure	$	355.0	$	266.4	$	(88.6	)
Other Foreign Exposure
Tier 1	$	66.2	$	60.1	$	(6.1	)
Preferred Stock	0.1		0.1		—
Total Other Foreign Exposure	$	66.3	$	60.2	$	(6.1	)
Total Domestic, European and Other Exposure
Upper Tier 2	$	8.2	$	6.5	$	(1.7	)
Tier 1	1,331.2		1,089.9		(241.3		)
Preferred Stock	200.7		192.9		(7.8		)
Total Domestic, European and Other Exposure	$	1,540.1	$	1,289.3	$	(250.8	)

Draft       11/4/2009
Page 17

Life Marketing Quarterly Trends

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
REVENUES
Gross Premiums and Policy Fees	$	372,674		$	391,302		$	375,658		$	397,195		$	379,823		$	1,109,264		$	1,152,676
Reinsurance Ceded	(205,699		)	(254,723		)	(207,164		)	(241,002		)	(202,708		)	(669,303		)	(650,874		)
Net Premiums and Policy Fees	166,975			136,579			168,494			156,193			177,115			439,961			501,802
Net investment income	88,825			89,283			93,527			90,833			89,035			260,770			273,395
Other income	23,507			22,184			19,830			20,168			19,587			74,562			59,585
Total Revenues	279,307			248,046			281,851			267,194			285,737			775,293			834,782
BENEFITS & EXPENSES
Benefits and settlement expenses	212,201			153,115			195,410			189,101			215,567			551,840			600,078
Amortization of deferred policy acquisition costs and value of businesses acquired	5,009			35,256			35,728			33,404			40,142			59,166			109,274
Other operating expenses	9,875			7,938			8,203			7,510			3,484			27,489			19,197
Total Benefits and Expenses	227,085			196,309			239,341			230,015			259,193			638,495			728,549
INCOME BEFORE INCOME TAX	$	52,222		$	51,737		$	42,510		$	37,179		$	26,544		$	136,798		$	106,233

Life Marketing Key Data

(Dollars In Thousands)	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR		9 MOS
(Unaudited)	2008		2008		2009		2009		2009		2008		2009
SALES BY PRODUCT
Traditional	$	23,039	$	22,274	$	23,151	$	26,102	$	25,589	$	76,928	$	74,842
Universal life	11,092		14,496		12,819		12,796		15,383		38,336		40,998
Variable universal life	1,222		1,162		642		854		912		4,505		2,408
Total	$	35,353	$	37,932	$	36,612	$	39,752	$	41,884	$	119,769	$	118,248
SALES BY DISTRIBUTION
Brokerage general agents	$	20,805	$	20,549	$	21,464	$	25,783	$	26,301	$	68,746	$	73,548
Independent agents	7,403		7,515		7,280		7,084		6,923		25,586		21,287
Stockbrokers/banks	6,587		8,205		7,173		6,509		7,753		22,341		21,435
BOLI/other	558		1,663		695		376		907		3,096		1,978
Total	$	35,353	$	37,932	$	36,612	$	39,752	$	41,884	$	119,769	$	118,248

Draft       11/4/2009
Page 18

Annuities Quarterly Trends

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
REVENUES
Gross Premiums and Policy Fees	$	7,885		$	10,013		$	10,985		$	7,406		$	7,416		$	24,525		$	25,807
Reinsurance Ceded	—			(206		)	(42		)	(42		)	(29		)	—			(113		)
Net Premiums and Policy Fees	7,885			9,807			10,943			7,364			7,387			24,525			25,694
Net investment income	89,742			95,516			102,982			108,588			113,272			252,035			324,842
RIGL - Derivatives	(10,385		)	(22,496		)	19,088			13,393			(28,864		)	(18,475		)	3,617
RIGL - All Other Investments	(14,419		)	387			(6,448		)	925			(482		)	(13,304		)	(6,005		)
Other income	3,366			3,137			3,380			4,215			4,737			9,624			12,332
Total Revenues	76,189			86,351			129,945			134,485			96,050			254,405			360,480
BENEFITS & EXPENSES
Benefits and settlement expenses	81,441			90,101			85,808			78,759			96,118			220,699			260,685
Amortization of deferred policy acquisition costs and value of businesses acquired	3,034			(15,558		)	45,085			26,568			(20,176		)	16,174			51,477
Other operating expenses	6,650			6,225			5,975			6,068			6,855			19,397			18,898
Total Benefits and Expenses	91,125			80,768			136,868			111,395			82,797			256,270			331,060
INCOME BEFORE INCOME TAX	(14,936		)	5,583			(6,923		)	23,090			13,253			(1,865		)	29,420
Adjustments to Reconcile to Operating Income:
Less: RIGL - Derivatives	(10,385		)	(22,496		)	19,088			13,393			(28,864		)	(18,475		)	3,617
Add back: Derivative gains related to annuities	(10,385		)	(22,496		)	19,088			13,393			(28,864		)	(18,475		)	3,617
Less: RIGL - All Other Investments	(14,419		)	387			(6,448		)	925			(482		)	(13,304		)	(6,005		)
Add back: Related amortization of deferred acquisition costs	1,073			979			(100		)	(670		)	2,340			1,093			1,570
PRE-TAX OPERATING INCOME	$	556		$	6,175		$	(575	)	$	21,495		$	16,075		$	12,532		$	36,995

Annuities Key Data

	3RD QTR			4TH QTR			1ST QTR			2ND QTR		3RD QTR		9 MOS
	2008			2008			2009			2009		2009		2008		2009
SALES
Variable Annuity	$	132,374		$	111,794		$	139,056		$	177,306	$	194,429	$	340,614	$	510,791
Immediate Annuity	34,727			47,642			26,043			17,918		20,498		302,217		64,459
Single Premium Deferred Annuity	58,854			400,638			151,016			264,326		165,990		326,213		581,332
Market Value Adjusted Annuity	240,639			411,145			117,305			150,129		71,447		654,928		338,881
Equity Indexed Annuity	5,565			4,911			3,316			—		212		12,463		3,528
Total	$	472,159		$	976,130		$	436,736		$	609,679	$	452,576	$	1,636,435	$	1,498,991
PRE-TAX OPERATING INCOME
Variable Annuity	$	(5,737	)	$	(7,056	)	$	(5,841	)	$	15,230	$	285	$	3,767	$	9,674
Fixed Annuity	6,293			13,231			5,266			6,265		15,790		8,765		27,321
Total	$	556		$	6,175		$	(575	)	$	21,495	$	16,075	$	12,532	$	36,995
DEPOSIT BALANCE
VA Fixed Annuity	$	212,011		$	202,395		$	226,707		$	242,491	$	240,899
VA Separate Account Annuity	2,265,765			2,098,203			1,786,993			2,128,899		2,554,411
Sub-total	2,477,776			2,300,598			2,013,700			2,371,390		2,795,310
Fixed Annuity	5,703,702			6,195,293			6,530,391			6,882,551		7,074,803
Total	$	8,181,478		$	8,495,891		$	8,544,091		$	9,253,941	$	9,870,113

Draft       11/4/2009
Page 19

Stable Value Products Quarterly Trends

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR		2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009		2009			2009			2008			2009
REVENUES
Net investment income	$	88,254		$	83,991		$	63,176	$	57,550		$	54,024		$	244,362		$	174,750
RIGL - Derivatives	(3,196		)	(1,451		)	707		247			87			(2,622		)	1,041
RIGL - All Other Investments	8,180			(17,216		)	1,155		(647		)	(5,036		)	14,862			(4,528		)
Other income	3,000			6,360			1,526		340			0			3,000			1,866
Total Revenues	96,238			71,684			66,564		57,490			49,075			259,602			173,129
BENEFITS & EXPENSES
Benefits and settlement expenses	60,128			60,066			42,585		39,206			37,972			177,542			119,763
Amortization of deferred policy acquisition costs and value of businesses acquired	1,211			1,094			927		844			893			3,373			2,664
Other operating expenses	1,731			1,325			983		864			820			4,502			2,667
Total Benefits and Expenses	63,070			62,485			44,495		40,914			39,685			185,417			125,094
INCOME BEFORE INCOME TAX	33,168			9,199			22,069		16,576			9,390			74,185			48,035
Adjustments to Reconcile to Operating Income:
Less: RIGL-Derivatives	(3,196		)	(1,451		)	707		247			87			(2,622		)	1,041
Less: RIGL-All Other Investments	8,180			(17,216		)	1,155		(647		)	(5,036		)	14,862			(4,528		)
PRE-TAX OPERATING INCOME	$	28,184		$	27,866		$	20,207	$	16,976		$	14,339		$	61,945		$	51,522

Stable Value Products Key Data

	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
	2008			2008			2009			2009			2009			2008		2009
SALES
GIC	$	22,600		$	58,339		$	—		$	—		$	—		$	107,945	$	—
GFA - Direct Institutional	636,651			—			—			—			—			1,061,651		—
GFA - Registered - Institutional	—			—			—			—			—			450,000		—
GFA - Registered - Retail	25,719			—			—			—			—			290,848		—
Total	$	684,970		$	58,339		$	—		$	—		$	—		$	1,910,444	$	—
DEPOSIT BALANCE
Quarter End Balance	$	6,021,834		$	4,960,405		$	4,360,658		$	4,138,131		$	3,863,329
Average Daily Balance	$	5,824,533		$	5,666,809		$	4,523,563		$	4,224,897		$	4,025,344
OPERATING SPREAD	1.70		%(1)	1.52		%(1)	1.65		%(1)	1.57		%(1)	1.42		%(1)

(1) Excludes one-time funding agreement retirement gains

Draft       11/4/2009
Page 20

Asset Protection Quarterly Trends

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
REVENUES
Gross Premiums and Policy Fees	$	88,763		$	87,961		$	86,935		$	84,240		$	83,020		$	275,208		$	254,195
Reinsurance Ceded	(40,249		)	(40,229		)	(41,485		)	(37,698		)	(36,600		)	(130,646		)	(115,783		)
Net Premiums and Policy Fees	48,514			47,732			45,450			46,542			46,420			144,562			138,412
Net investment income	9,595			9,348			8,932			8,407			8,038			29,308			25,377
Other income	16,445			13,311			12,473			13,199			15,161			48,960			40,833
Total Revenues	74,554			70,391			66,855			68,148			69,619			222,830			204,622
BENEFITS & EXPENSES
Benefits and settlement expenses	28,021			26,288			34,110			29,363			31,009			80,449			94,482
Amortization of deferred policy acquisition costs and value of businesses acquired	14,154			13,877			13,683			14,104			13,446			43,827			41,233
Other operating expenses	24,193			24,139			12,782			20,025			19,433			73,852			52,240
Total Benefits and Expenses	66,368			64,304			60,575			63,492			63,888			198,128			187,955
INCOME BEFORE INCOME TAX	$	8,186		$	6,087		$	6,280		$	4,656		$	5,731		$	24,702		$	16,667

Asset Protection Key Data

	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR		9 MOS
	2008		2008		2009		2009		2009		2008		2009
SALES
Credit insurance	$	15,628	$	10,518	$	8,483	$	8,721	$	10,345	$	56,799	$	27,549
Service contracts	72,483		53,517		48,076		56,368		64,865		226,345		169,309
Other products	16,126		12,025		11,781		11,091		11,026		51,443		33,898
Total	$	104,237	$	76,060	$	68,340	$	76,180	$	86,236	$	334,587	$	230,756

Draft       11/4/2009
Page 21

Acquisitions Quarterly Trends

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
REVENUES
Gross Premiums and Policy Fees	$	188,377		$	191,053		$	178,676		$	184,484		$	175,521		$	573,385		$	538,681
Reinsurance Ceded	(120,785		)	(126,071		)	(109,607		)	(115,482		)	(112,325		)	(361,627		)	(337,414		)
Net Premiums and Policy Fees	67,592			64,982			69,069			69,002			63,196			211,758			201,267
Net investment income	132,177			127,156			123,541			119,515			118,202			402,872			361,258
RIGL - Derivatives	106,974			27,737			57,684			(146,462		)	(156,504		)	182,063			(245,282		)
RIGL - All Other Investments	(146,976		)	(72,964		)	(52,463		)	157,871			163,529			(233,617		)	268,937
Other income	1,605			1,862			1,403			1,592			1,519			4,873			4,514
Total Revenues	161,372			148,773			199,234			201,518			189,942			567,949			590,694
BENEFITS & EXPENSES
Benefits and settlement expenses	145,153			137,897			138,731			135,773			131,786			442,374			406,290
Amortization of deferred policy acquisition costs and value of businesses acquired	15,405			19,406			17,741			14,560			12,427			54,978			44,728
Other operating expenses	6,019			1,322			4,098			4,463			2,523			19,823			11,084
Total Benefits and Expenses	166,577			158,625			160,570			154,796			146,736			517,175			462,102
INCOME (LOSS) BEFORE INCOME TAX	(5,205		)	(9,852		)	38,664			46,722			43,206			50,774			128,592
Adjustments to Reconcile to Operating Income:
Less: RIGL - Derivatives	106,974			27,737			57,684			(146,462		)	(156,504		)	182,063			(245,282		)
Less: RIGL - All Other Investments	(146,976		)	(72,964		)	(52,463		)	157,871			163,529			(233,617		)	268,937
Add back: Related amortization of deferred policy acquisition costs and value of businesses acquired	(1,776		)	(7		)	178			(272		)	(3,120		)	(1,217		)	(3,214		)
PRE-TAX OPERATING INCOME	$	33,021		$	35,368		$	33,621		$	35,041		$	33,061		$	101,111		$	101,723

Draft       11/4/2009
Page 22

Corporate & Other Quarterly Trends

(Dollars In Thousands)	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS
(Unaudited)	2008			2008			2009			2009			2009			2008			2009
REVENUES
Gross Premiums and Policy Fees	$	6,765		$	6,483		$	6,898		$	6,664		$	6,717		$	23,359		$	20,279
Reinsurance Ceded	(1		)	(1		)	(1		)	(1		)	(2		)	(4		)	(4		)
Net Premiums and Policy Fees	6,764			6,482			6,897			6,663			6,715			23,355			20,275
Net investment income	14,929			(1,058		)	29,527			46,251			27,385			81,581			103,163
RIGL - Derivatives	(1,402		)	(42,554		)	14,954			34,832			(10,259		)	(5,545		)	39,527
RIGL - All Other Investments	(197,887		)	(3,141		)	(73,913		)	(31,322		)	(23,403		)	(259,499		)	(128,638		)
Other income	20			203			51			72			218			416			341
Total Revenues	(177,576		)	(40,068		)	(22,484		)	56,496			656			(159,692		)	34,668
BENEFITS & EXPENSES
Benefits and settlement expenses	8,895			8,215			7,715			5,946			8,766			27,955			22,427
Amortization of deferred policy acquisition costs and value of businesses acquired	518			516			484			469			508			1,633			1,461
Other operating expenses	46,388			40,212			39,761			38,086			47,870			144,188			125,717
Total Benefits and Expenses	55,801			48,943			47,960			44,501			57,144			173,776			149,605
INCOME (LOSS) BEFORE INCOME TAX	(233,377		)	(89,011		)	(70,444		)	11,995			(56,488		)	(333,468		)	(114,937		)
Adjustments to Reconcile to Operating Income:
Less: RIGL-Derivatives	(1,402		)	(42,554		)	14,954			34,832			(10,259		)	(5,545		)	39,527
Less: RIGL-All Other Investments, net of participating income	(197,887		)	(3,141		)	(73,913		)	(31,322		)	(23,403		)	(259,499		)	(128,638		)
Add back: Derivative gains related to corporate debt and investments	1,915			1,569			2,238			1,163			0			4,185			3,401
PRE-TAX OPERATING INCOME (LOSS)	$	(32,173	)	$	(41,747	)	$	(9,247	)	$	9,648		$	(22,826	)	$	(64,239	)	$	(22,425	)