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May 14, 2020, 4:50 p.m. EDT

10-Q: PROTECTIVE LIFE INSURANCE CO

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(EDGAR Online via COMTEX) -- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our consolidated condensed financial statements included under Part I, Item 1, Financial Statements (Unaudited), of this Quarterly Report on Form 10-Q and our audited consolidated financial statements for the year ended December 31, 2019, included in our most recent Annual Report on Form 10-K. For a more complete understanding of our business and current period results, please read the following MD&A in conjunction with our latest Annual Report on Form 10-K and other filings with the United States Securities and Exchange Commission (the "SEC"). FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE This report reviews our financial condition and results of operations, including our liquidity and capital resources. Historical information is presented and discussed, and where appropriate, factors that may affect future financial performance are also identified and discussed. Certain statements made in this report include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate, or imply future results, performance, or achievements instead of historical facts and may contain words like "believe," "expect," "estimate," "project," "budget," "forecast," "anticipate," "plan," "will," "shall," "may," and other words, phrases, or expressions with similar meaning. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the results contained in the forward-looking statements, and we cannot give assurances that such statements will prove to be correct. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including: General the impact of the novel coronavirus (COVID-19) global pandemic including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic; exposure to risks related to natural and man-made disasters and catastrophes, such as diseases, epidemics, pandemics (including the novel coronavirus COVID-19), malicious acts, cyber attacks, terrorist acts, and climate change, which could adversely affect our operations and results; a disruption or cyber attack affecting the electronic, communication and information technology systems or other technologies of the Company or those on whom the Company relies could adversely affect our business, financial condition, and results of operations; confidential information maintained in the systems of the Company or other parties upon which we rely could be compromised or misappropriated as a result of security breaches or other related lapses or incidents, damaging our business and reputation and adversely affecting our financial condition and results of operations; our results and financial condition may be negatively affected should actual experience differ from management's models, assumptions, or estimates; compliance with existing and emerging privacy regulations could result in increased compliance costs and/or lead to changes in business practices and policies, and any failure to protect the confidentiality of consumer information could adversely affect our reputation and have a material adverse effect on our business, financial condition, and results of operations; we may not realize our anticipated financial results from our acquisitions strategy; we may experience competition in our Acquisition segment; assets allocated to the MONY Closed Block benefit only the holders of certain policies; adverse performance of Closed Block assets or adverse experience of Closed Block liabilities may negatively affect us; we are dependent on the performance of others; our risk management policies, practices, and procedures could leave us exposed to unidentified or unanticipated risks, which could negatively affect our business or result in losses; our strategies for mitigating risks arising from our day-to-day operations may prove ineffective resulting in a material adverse effect on our results of operations and financial condition; events that damage our reputation or the reputation of our industry could adversely impact our business, results of operations, or financial condition; we may not be able to protect our intellectual property and may be subject to infringement claims; developments in technology may impact our business; Financial Environment interest rate fluctuations and sustained periods of low or high interest rates could negatively affect our interest earnings and spread income, or otherwise impact our business; Table of Contents our investments are subject to market and credit risks, which could be heightened during periods of extreme volatility or disruption in financial and credit markets; climate change may adversely affect our investment portfolio; elimination of London Inter-Bank Offered Rate ("LIBOR") may adversely affect the interest rates on and value of certain derivatives and floating rate securities we hold and floating rate securities we have issued, the value and profitability of certain real estate lending and other activities we conduct, and any other assets or liabilities whose value is tied to LIBOR; credit market volatility or disruption could adversely impact the Company's financial condition or results from operations; disruption of the capital and credit markets could negatively affect the Company's ability to meet its liquidity and financial needs; equity market volatility could negatively impact our business; our use of derivative financial instruments within our risk management strategy may not be effective or sufficient; our ability to grow depends in large part upon the continued availability of capital; we could be forced to sell investments at a loss to cover policyholder withdrawals; difficult general economic conditions could materially adversely affect our business and results of operations; we may be required to establish a valuation allowance against our deferred tax assets, which could have a material adverse effect on our results of operations, financial condition, and capital position; we could be adversely affected by an inability to access our credit facility; the amount of statutory capital or risk-based capital that we have and the amount of statutory capital or risk-based capital that we must hold to maintain our financial strength and credit ratings and meet other requirements can vary significantly from time to time and is sensitive to a number of factors outside of our control; we could be adversely affected by a ratings downgrade or other negative action by a rating organization; we operate as a holding company and depend on the ability of our subsidiaries to transfer funds to us to meet our obligations; we could be adversely affected by an inability to access FHLB lending; our securities lending program may subject us to liquidity and other risks; our financial condition or results of operations could be adversely impacted if our assumptions regarding the fair value and future performance of our investments differ from actual experience; adverse actions of certain funds or their advisers could have a detrimental impact on our ability to sell our variable life and annuity products, or maintain current levels of assets in those products; Industry and Regulation the business of our company is highly regulated and is subject to routine audits, examinations, and actions by regulators, law enforcement agencies, and self-regulatory organizations; we may be subject to regulations of, or regulations influenced by, international regulatory authorities or initiatives; NAIC actions, pronouncements and initiatives may affect our product profitability, reserve and capital requirements, financial condition or results of operations; our use of captive reinsurance companies to finance statutory reserves related to our term and universal life products and to reduce volatility affecting our variable annuity products, may be limited or adversely affected by regulatory action, pronouncements and interpretations; laws, regulations and initiatives related to unreported deaths and unclaimed property and death benefits may result in operational burdens, fines, unexpected payments or escheatments; we are subject to insurance guaranty fund laws, rules and regulations that could adversely affect our financial condition or results of operations; we are subject to insurable interest laws, rules and regulations that could adversely affect our financial condition or results of operations; the Healthcare Act and related regulations could adversely affect our results of operations or financial condition; laws, rules and regulations promulgated in connection with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely affect our results of operations or financial condition; new and amended regulations regarding the standard of care or standard of conduct applicable to investment professionals, insurance agencies, and financial institutions that recommend or sell annuities or life insurance products may have a material adverse impact on our ability to sell annuities and other products and to retain in-force business and on our financial condition or results of operations; Table of Contents we may be subject to regulation, investigations, enforcement actions, fines and penalties imposed by the SEC, FINRA and other federal and international regulators in connection with our business operations; changes to tax law, or interpretations of existing tax law could adversely affect our ability to compete with non-insurance products or reduce the demand for certain insurance products; financial services companies are frequently the targets of legal proceedings, including class action litigation, which could result in substantial judgments; the financial services and insurance industries are sometimes the target of law enforcement investigations and the focus of increased regulatory scrutiny; new accounting rules, changes to existing accounting rules, or the granting of permitted accounting practices to competitors could negatively impact us; if our business does not perform well, we may be required to recognize an impairment of our goodwill and indefinite lived intangible assets which could adversely affect our results of operations or financial condition; use of reinsurance introduces variability in our statements of income; our reinsurers could fail to meet assumed obligations, increase rates, terminate agreements or be subject to adverse developments that could affect us; our policy claims fluctuate from period to period resulting in earnings volatility; we operate in a mature, highly competitive industry, which could limit our ability to gain or maintain our position in the industry and negatively affect profitability; developments in technology may impact our business; and our ability to maintain competitive unit costs is dependent upon the level of new sales and persistency of existing business. For more information about the risks, uncertainties, and other factors that could affect our future results, please see Part II, Item 1A, Risk Factors of this report and Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise. IMPORTANT INVESTOR INFORMATION We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports as required. We are an electronic filer and the SEC maintains an internet site at http://www.sec.gov that contains our annual, quarterly, and current reports and other information filed electronically by the Company. We make available through PLC's website, http://www.protective.com , our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. The information found on PLC's website is not part of this or any other report filed with or furnished to the SEC. We will furnish such documents to anyone who requests such copies in writing. Requests for copies should be directed to: Financial Information, Protective Life Corporation, P. O. Box 2606, Birmingham, Alabama 35202, Telephone (205) 268-3912, Fax (205) 268-3642. We also make available to the public current information, including financial information, regarding the Company and our affiliates on the Financial Information page of PLC's website, www.protective.com . We encourage investors, the media and others interested in us and our affiliates to review the information we post on PLC's website. The information found on PLC's website is not part of this or any other report filed with or furnished to the SEC. OVERVIEW Our Business We are a wholly owned subsidiary of Protective Life Corporation ("PLC"). Founded in 1907, we are the largest operating subsidiary of PLC. On February 1, 2015, PLC became a wholly owned subsidiary of The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan (now known as Dai-ichi Life Holdings, Inc., "Dai-ichi Life"), when DL Investment (Delaware), Inc., a wholly owned subsidiary of Dai-ichi Life, merged with and into PLC. Prior to February 1, 2015, PLC's stock was publicly traded on the New York Stock Exchange. Subsequent to the Merger, PLC remained an SEC registrant within the United States until January 23, 2020, when PLC suspended its reporting obligations with the SEC under the Securities Exchange Act of 1934. Subsequent to the Merger, the Company has continued to be an SEC registrant for financial reporting purposes in the United States. We provide financial services through the production, distribution, and administration of insurance and investment products. Unless the context otherwise requires, the "Company," "we," "us," or "our" refers to the consolidated group of Protective Life Insurance Company and our subsidiaries. Table of Contents We have several operating segments, each having a strategic focus. An operating segment is distinguished by products, channels of distribution, and/or other strategic distinctions. We periodically evaluate our operating segments and make adjustments to our segment reporting as needed.

In Q1 2020, as a result of changes in the way the chief operating decision maker makes decisions about the allocation of resources and assesses the performance of the business, the Company combined two of its former six segments into one segment, Retail Life and Annuity. These changes enable the Company to better serve the needs of its customers and to help achieve the goals of the organization.

Prior period amounts were adjusted retrospectively to reflect the change in our reportable segments.







        Table of Contents
        


The pre-tax adjusted operating (income) loss in the Retail Life and Annuity and Acquisitions segments was affected primarily by the impact of the COVID-19 pandemic on the equity markets which resulted in lower variable account values. Declining variable account values accelerated the amortization of deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA"), resulted in higher guaranteed benefit reserves and generated lower fee income. Lower fee income is expected to continue until variable account values increase with improvement in equity market performance. As variable account values increase, our exposure to claims related to guaranteed benefits will decline which in turn will result in lowering the required reserves associated with these guaranteed benefits.

The Asset Protection segment did not experience a material impact from the COVID-19 crisis in the first quarter of 2020. While there is significant uncertainty around the potential effect of the COVID-19 pandemic on the segment's 2020 results, the potential impact in future periods includes: 1) lower sales based on the significant decrease in auto sales that began in late March/early April, 2) a potential reduction in vehicle service contracts and GAP claims as a result of the effect of less miles driven, and 3) a potential increase in GAP claims as a result of lower used car prices.

The GWL&A Master Transaction Agreement and other transaction documents contain certain customary representations and warranties made by each of the parties, and certain customary covenants regarding the Sellers and the Individual Life Business, and provide for indemnification, among other things, for breaches of those representations, warranties, and covenants.

CRITICAL ACCOUNTING POLICIES







        Table of Contents
        RESULTS OF OPERATIONS
        Our management and Board of Directors analyze and assess the operating
        performance of each segment using pre-tax adjusted operating income (loss) and
        after-tax adjusted operating income (loss). Consistent with GAAP accounting
        guidance for segment reporting, pre-tax adjusted operating income (loss) is our
        measure of segment performance. Pre-tax adjusted operating income (loss) is
        calculated by adjusting income (loss) before income tax, by excluding the
        following items:
         realized gains and losses on investments and derivatives,
         changes in the guaranteed living withdrawal benefits ("GLWB") embedded
        derivatives exclusive of the portion attributable to the economic cost of the
        GLWB,
         actual GLWB incurred claims, and
         the amortization of DAC, VOBA, and certain policy liabilities that is impacted
        by the exclusion of these items.
        


After-tax adjusted operating income (loss) is derived from pre-tax adjusted operating income (loss) with the inclusion of income tax expense or benefits associated with pre-tax adjusted operating income. Income tax expense or benefits is allocated to the items excluded from pre-tax adjusted operating income (loss) at the statutory federal income tax rate for the associated period. Income tax expense or benefits allocated to after-tax adjusted operating income (loss) can vary period to period based on changes in our effective income tax rate.

May 14, 2020

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