UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one) 
ýQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 20172018
  
¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from _________to_________
Commission File Number 1-8052
torchmarklogocolora01rgba36.jpg
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0780404
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
3700 South Stonebridge Drive, McKinney, Texas 75070
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (972) 569-4000
NONE
Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesý            No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YesýNo¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý  Accelerated filer ¨
Non-accelerated filer 
¨ (Do not check if a smaller reporting company)
  Smaller reporting company ¨
    Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes¨Noý
Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the last practicable date.
 CLASS OUTSTANDING AT July 31, 20172018 
 
Common Stock,
$1.00 Par Value
 116,320,319112,693,381 


Table of Contents




INDEX
 
   Page
 
    
Item 1. 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
    
Item 2.
    
Item 3.
    
Item 4.
   
 
    
Item 1.
    
Item 1A.
    
Item 2.
    
Item 6.


Table of Contents




PART I–FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements

TORCHMARK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollar amounts in thousands)thousands, except per share data)
June 30,
2017
 December 31,
2016
June 30,
2018
 December 31,
2017
Assets:
  
  
Investments:      
Fixed maturities—available for sale, at fair value (amortized cost: 2017—$14,651,551; 2016—$14,188,050)$16,318,286
 $15,245,861
Fixed maturities—available for sale, at fair value (amortized cost: 2018—$15,350,152; 2017—$14,995,101)$16,284,691
 $16,969,325
Policy loans516,064
 507,975
537,808
 529,529
Other long-term investments55,532
 53,852
Other long-term investments (includes: 2018—$108,452; 2017—$0, under the fair value option)181,676
 108,559
Short-term investments94,387
 72,040
68,544
 127,071
Total investments16,984,269
 15,879,728
17,072,719
 17,734,484
Cash97,652
 76,163
82,230
 118,563
Accrued investment income228,347
 223,148
237,985
 233,453
Other receivables380,028
 384,454
407,676
 391,775
Deferred acquisition costs3,862,418
 3,783,158
4,045,890
 3,958,063
Goodwill441,591
 441,591
441,591
 441,591
Other assets515,012
 520,313
522,042
 528,536
Assets related to discontinued operations68,623
 127,532
68,568
 68,520
Total assets$22,577,940
 $21,436,087
$22,878,701
 $23,474,985
Liabilities:      
Future policy benefits$13,127,651
 $12,825,837
$13,702,887
 $13,439,472
Unearned and advance premiums69,106
 64,017
66,872
 61,430
Policy claims and other benefits payable307,384
 299,565
329,469
 333,294
Other policyholders' funds97,237
 96,993
96,575
 97,635
Total policy liabilities13,601,378
 13,286,412
14,195,803
 13,931,831
Current and deferred income taxes payable2,009,825
 1,743,990
1,098,411
 1,312,002
Other liabilities436,105
 413,760
474,264
 489,609
Short-term debt306,271
 264,475
671,666
 328,067
Long-term debt (estimated fair value: 2017—$1,250,875; 2016—$1,233,019)1,131,796
 1,133,165
Long-term debt (estimated fair value: 2018—$849,903; 2017—$1,228,392)817,474
 1,132,201
Liabilities related to discontinued operations39,149
 27,424
49,474
 49,854
Total liabilities17,524,524
 16,869,226
17,307,092
 17,243,564
Commitments and Contingencies (Note 6)

 

 
Shareholders’ equity:      
Preferred stock, par value $1 per share—Authorized 5,000,000 shares; outstanding: -0- in 2017 and 2016
 
Common stock, par value $1 per share—Authorized 320,000,000 shares; outstanding: (2017—127,218,183 issued, less 10,959,454 held in treasury and 2016—127,218,183 issued, less 9,187,075 held in treasury)127,218
 127,218
Preferred stock, par value $1 per share—Authorized 5,000,000 shares; outstanding: -0- in 2018 and 2017
 
Common stock, par value $1 per share—Authorized 320,000,000 shares; outstanding: (2018—124,218,183 issued, less 11,294,710 held in treasury and 2017—124,218,183 issued, less 9,625,104 held in treasury)124,218
 124,218
Additional paid-in capital500,123
 490,421
517,077
 508,476
Accumulated other comprehensive income984,560
 577,574
603,499
 1,424,274
Retained earnings4,112,757
 3,890,798
5,115,071
 4,806,208
Treasury stock, at cost(671,242) (519,150)(788,256) (631,755)
Total shareholders’ equity5,053,416
 4,566,861
5,571,609
 6,231,421
Total liabilities and shareholders’ equity$22,577,940
 $21,436,087
$22,878,701
 $23,474,985

See accompanying Notes to Condensed Consolidated Financial Statements.

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Table of Contents




TORCHMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollar amounts in thousands, except per share data)
Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
2017 2016 2017 20162018 2017 2018 2017
Revenue:              
Life premium$573,836
 $548,590
 $1,149,673
 $1,092,741
$602,534
 $573,836
 $1,200,837
 $1,149,673
Health premium242,775
 237,252
 487,566
 472,949
251,440
 242,775
 503,238
 487,566
Other premium3
 13
 6
 25
5
 3
 10
 6
Total premium816,614
 785,855
 1,637,245
 1,565,715
853,979
 816,614
 1,704,085
 1,637,245
Net investment income212,776
 201,642
 421,058
 398,695
218,568
 212,776
 436,652
 421,058
Realized investment gains (losses)(705) 4,005
 (6,453) 4,298
11,813
 (705) 13,764
 (6,453)
Other income393
 382
 809
 803
416
 393
 711
 809
Total revenue1,029,078
 991,884
 2,052,659
 1,969,511
1,084,776
 1,029,078
 2,155,212
 2,052,659
              
Benefits and expenses:              
Life policyholder benefits390,859
 369,342
 781,938
 732,202
399,334
 390,859
 799,915
 781,938
Health policyholder benefits156,579
 153,261
 314,330
 306,036
160,461
 156,579
 321,080
 314,330
Other policyholder benefits8,977
 8,882
 17,923
 18,220
8,582
 8,977
 17,271
 17,923
Total policyholder benefits556,415
 531,485
 1,114,191
 1,056,458
568,377
 556,415
 1,138,266
 1,114,191
Amortization of deferred acquisition costs122,121
 117,245
 248,029
 236,051
129,077
 122,121
 258,697
 248,029
Commissions, premium taxes, and non-deferred acquisition costs65,032
 62,854
 130,148
 124,456
69,427
 65,032
 139,066
 130,148
Other operating expense62,428
 57,846
 124,769
 115,275
68,620
 62,428
 135,444
 124,769
Interest expense21,156
 23,110
 41,855
 42,479
22,411
 21,156
 44,033
 41,855
Total benefits and expenses827,152
 792,540
 1,658,992
 1,574,719
857,912
 827,152
 1,715,506
 1,658,992
              
Income before income taxes201,926
 199,344
 393,667
 394,792
226,864
 201,926
 439,706
 393,667
Income taxes(61,563) (60,050) (116,126) (121,924)(42,471) (61,563) (81,602) (116,126)
Income from continuing operations140,363
 139,294
 277,541
 272,868
184,393
 140,363
 358,104
 277,541
              
Income (loss) from discontinued operations, net of tax(90) (865) (3,727) (10,406)32
 (90) (79) (3,727)
Net income$140,273
 $138,429
 $273,814
 $262,462
$184,425
 $140,273
 $358,025
 $273,814
              
Basic net income (loss) per common share:   
      
   
Continuing operations$1.20
 $1.16
 $2.37
 $2.26
$1.63
 $1.20
 $3.15
 $2.37
Discontinued operations
 (0.01) (0.03) (0.09)
 
 
 (0.03)
Total basic net income per common share$1.20
 $1.15
 $2.34
 $2.17
$1.63
 $1.20
 $3.15
 $2.34
              
Diluted net income (loss) per common share:   
      
   
Continuing operations$1.18
 $1.13
 $2.32
 $2.22
$1.59
 $1.18
 $3.08
 $2.32
Discontinued operations
 
 (0.03) (0.09)
 
 
 (0.03)
Total diluted net income per common share$1.18
 $1.13
 $2.29
 $2.13
$1.59
 $1.18
 $3.08
 $2.29
              
Dividends declared per common share$0.15
 $0.14
 $0.30
 $0.28
$0.16
 $0.15
 $0.32
 $0.30





See accompanying Notes to Condensed Consolidated Financial Statements.

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Table of Contents




TORCHMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollar amounts in thousands)
Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
2017 2016 2017 20162018 2017 2018 2017
Net income$140,273
 $138,429
 $273,814
 $262,462
$184,425
 $140,273
 $358,025
 $273,814
              
Other comprehensive income (loss):              
Unrealized investment gains (losses):       
       
Investments:       
Unrealized gains (losses) on securities:              
Unrealized holding gains (losses) arising during period394,004
 695,984
 609,531
 1,161,141
(417,616) 394,004
 (1,029,164) 609,531
Reclassification adjustment for (gains) losses on securities included in net income681
 (3,983) (354) (4,296)(9,431) 681
 (10,817) (354)
Reclassification adjustment for amortization of (discount) and premium(61) (1,204) (498) (2,568)870
 (61) 1,560
 (498)
Foreign exchange adjustment on securities recorded at fair value230
 593
 245
 1,048
(679) 230
 (1,264) 245
Unrealized gains (losses) on securities394,854
 691,390
 608,924
 1,155,325
(426,856) 394,854
 (1,039,685) 608,924
Unrealized gains (losses) on other investments2,075
 1,225
 3,071
 1,883
1,051
 2,075
 (1,802) 3,071
Total unrealized investment gains (losses)396,929
 692,615

611,995

1,157,208
(425,805) 396,929

(1,041,487)
611,995
Less applicable tax (expense) benefit(138,931) (242,401) (214,254) (404,990)89,423
 (138,931) 218,712
 (214,254)
Unrealized investment gains (losses), net of tax257,998
 450,214
 397,741
 752,218
(336,382) 257,998
 (822,775) 397,741
              
Deferred acquisition costs:       
Unrealized gains (losses) attributable to deferred acquisition costs(727) (2,681) (1,497) (5,450)2,041
 (727) 2,491
 (1,497)
Less applicable tax (expense) benefit254
 938
 524
 1,907
(429) 254
 (523) 524
Unrealized gains (losses) attributable to deferred acquisition costs, net of tax(473) (1,743) (973) (3,543)1,612
 (473) 1,968
 (973)
              
Foreign exchange translation:       
Foreign exchange translation adjustments, other than securities3,302
 5,382
 7,516
 7,142
(6,217) 3,302
 (7,516) 7,516
Less applicable tax (expense) benefit(1,153) (1,898) (1,581) (2,438)1,303
 (1,153) 1,579
 (1,581)
Foreign exchange translation adjustments, other than securities, net of tax2,149
 3,484
 5,935
 4,704
(4,914) 2,149
 (5,937) 5,935
              
Pension adjustments:       
Pension:       
Amortization of pension costs3,109
 2,551
 6,218
 5,103
3,778
 3,109
 7,556
 6,218
Experience gain (loss)
 105
 371
 791

 
 
 371
Pension adjustments3,109
 2,656
 6,589
 5,894
3,778
 3,109
 7,556
 6,589
Less applicable tax (expense) benefit(1,088) (929) (2,306) (2,063)(794) (1,088) (1,587) (2,306)
Pension adjustments, net of tax2,021
 1,727
 4,283
 3,831
2,984
 2,021
 5,969
 4,283
              
Other comprehensive income (loss)261,695
 453,682
 406,986
 757,210
(336,700) 261,695
 (820,775) 406,986
Comprehensive income (loss)$401,968
 $592,111
 $680,800
 $1,019,672
$(152,275) $401,968
 $(462,750) $680,800

See accompanying Notes to Condensed Consolidated Financial Statements.

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Table of Contents




TORCHMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(Dollar amounts in thousands, except per share data)

  Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Shareholders’ Equity
               
Balance at January 1, 2017 $
 $127,218
 $490,421
 $577,574
 $3,890,798
 $(519,150) $4,566,861
Comprehensive income (loss) 
 
 
 406,986
 273,814
 
 680,800
Common dividends declared ($0.30 per share) 
 
 
 
 (35,005) 
 (35,005)
Acquisition of treasury stock 
 
 
 
 
 (203,756) (203,756)
Stock-based compensation 
 
 9,702
 
 (606) 7,450
 16,546
Exercise of stock options 
 
 

 
 (16,244) 44,214
 27,970
Balance at June 30, 2017 $
 $127,218
 $500,123
 $984,560
 $4,112,757
 $(671,242) $5,053,416
               
               
               
  Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Shareholders’ Equity
               
Balance at January 1, 2018 $
 $124,218
 $508,476
 $1,424,274
 $4,806,208
 $(631,755) $6,231,421
Adoption of ASU 2016-01(1)
         4,896
   4,896
Comprehensive income (loss) 
 
 
 (820,775) 358,025
 
 (462,750)
Common dividends declared ($0.32 per share) 
 
 
 
 (36,278) 
 (36,278)
Acquisition of treasury stock 
 
 
 
 
 (206,589) (206,589)
Stock-based compensation 
 
 8,601
 
 (1,803) 12,759
 19,557
Exercise of stock options 
 
 

 
 (15,977) 37,329
 21,352
Balance at June 30, 2018 $
 $124,218
 $517,077
 $603,499
 $5,115,071
 $(788,256) $5,571,609

  Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Shareholders’ Equity
               
Balance at January 1, 2016 $
 $130,218
 $482,284
 $231,947
 $3,614,369
 $(403,266) $4,055,552
Comprehensive income (loss) 
 
 
 757,210
 262,462
 
 1,019,672
Common dividends declared ($0.28 per share) 
 
 
 
 (33,766) 
 (33,766)
Acquisition of treasury stock 
 
 
 
 
 (202,975) (202,975)
Stock-based compensation 
 
 7,442
 
 (2,224) 8,771
 13,989
Exercise of stock options 
 
 

 
 (23,175) 48,461
 25,286
Balance at June 30, 2016 $
 $130,218
 $489,726
 $989,157
 $3,817,666
 $(549,009) $4,877,758
               
               
               
  Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Shareholders’ Equity
               
Balance at January 1, 2017 $
 $127,218
 $490,421
 $577,574
 $3,890,798
 $(519,150) $4,566,861
Comprehensive income (loss) 
 
 
 406,986
 273,814
 
 680,800
Common dividends declared ($0.30 per share) 
 
 
 
 (35,005) 
 (35,005)
Acquisition of treasury stock 
 
 
 
 
 (203,756) (203,756)
Stock-based compensation 
 
 9,702
 
 (606) 7,450
 16,546
Exercise of stock options 
 
 

 
 (16,244) 44,214
 27,970
Balance at June 30, 2017 $
 $127,218
 $500,123
 $984,560
 $4,112,757
 $(671,242) $5,053,416


(1)











See accompanying Notes to Condensed Consolidated Financial Statements.

4
                                 TMK 2018 FORM 10-Q QTR 2





TORCHMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)

Six Months Ended June 30,Six Months Ended June 30,
2017 20162018 2017
Cash provided from operating activities$739,056
 $604,935
$616,520
 $739,056
      
Cash provided from (used for) investing activities:      
Investments sold or matured:      
Fixed maturities available for sale—sold
 51,299
Fixed maturities available for sale—matured, called, and repaid216,170
 92,475
179,793
 216,170
Other long-term investments3,046
 1,394
23
 3,046
Total long-term investments sold or matured219,216
 145,168
179,816
 219,216
Acquisition of investments:      
Fixed maturities—available for sale(676,648) (651,267)(540,442) (676,648)
Other long-term investments(1,775) (21,762)(64,444) (1,775)
Total investments acquired(678,423) (673,029)(604,886) (678,423)
Net increase in policy loans(8,089) (9,093)
Net (increase) decrease in policy loans(8,279) (8,089)
Net (increase) decrease in short-term investments(22,347) 6,185
58,527
 (22,347)
Net change in payable or receivable for securities
 (711)
Additions to property and equipment(8,080) (6,740)(18,735) (8,080)
Sale of other assets18
 
17
 18
Investment in low-income housing interests(8,875) (9,260)(15,701) (8,875)
Cash provided from (used for) investing activities(506,580) (547,480)(409,241) (506,580)
      
Cash provided from (used for) financing activities:      
Issuance of common stock27,970
 25,286
21,352
 27,970
Cash dividends paid to shareholders(34,093) (33,478)(35,406) (34,093)
Proceeds from issuance of debt
 400,000
Payment for debt issuance costs
 (9,638)
Repayment of debt(625) (250,000)(21,875) (625)
Net borrowing (repayment) of commercial paper40,546
 45,010
50,213
 40,546
Acquisition of treasury stock(203,756) (202,975)(206,589) (203,756)
Net receipts (payments) from deposit-type product(44,294) (38,193)(58,662) (44,294)
Cash provided from (used for) financing activities(214,252) (63,988)(250,967) (214,252)
      
Effect of foreign exchange rate changes on cash3,265
 (5,172)7,355
 3,265
Net increase (decrease) in cash21,489
 (11,705)(36,333) 21,489
Cash at beginning of year76,163
 61,383
118,563
 76,163
Cash at end of period$97,652
 $49,678
$82,230
 $97,652












See accompanying Notes to Condensed Consolidated Financial Statements.

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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)



Note 1—Significant Accounting Policies
Basis of Presentation: The accompanying condensed consolidated financial statements of Torchmark Corporation (Torchmark or alternatively, the Company) have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America (GAAP). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial position at June 30, 2017,2018, and the condensed consolidated results of operations, comprehensive income, and cash flows for the periods ended June 30, 20172018 and 2016.2017. The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements that are included in the Form 10-K filed with the Securities Exchange Commission (SEC) on February 27, 2017.26, 2018.
Note 2—New Accounting Standards
Accounting Pronouncements Not Yet Adopted in the Current Year:
ASU 2016-01: In January 2016, the FASBFinancial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which primarily revises the classification and measurement of certain equity investments such that they will be measured at fair value through net income. Additionally, itthe guidance eliminates the cost method for partnerships and joint ventures and requires these types of investments to be accounted for under the fair value through net income method or equity method. Lastly, the guidance will require certain disclosures associated with fair value of financial instruments. This standard will becomebecame effective for the Company beginningon January 1, 2018. The Company does not expect the adoption to have a significant impact on the financial statements as we have limited ownership in equity investments and partnerships, representing less than 1% of total invested assets.
ASU 2016-02: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which requires all lessees to report a right-of-use asset and a lease liability for leases with a term life greater than 12 months. Operating and financing leases will be recognized on the balance sheet going forward. Additional qualitative and quantitative disclosures will be required. This standard will become effective forOn January 1, 2018, the Company beginning January 1, 2019 and will require recognizing and measuring leases at the beginning of the earliest period presented usingadopted this standard on a modified retrospective approach. Earlybasis for two types of investments: equity securities and limited partnerships. The adoption is permitted. The Company does not expectresulted in a $4.9 million after tax positive adjustment to the opening balance of retained earnings. Subsequent to the adoption, the Company elected to have a significant impact onmeasure its investment in certain limited partnerships at fair value in accordance with the fair value option for financial statements. Refer toinstruments with changes recognized in "Realized Investment Gains (Losses)" in the 2016 form 10-KCondensed Consolidated Statements of Operations. As of June 30, 2018, the fair value balance of the limited partnerships were $108 million. See Note 15—Commitments and Contingencies4—Investments for consideration of the noncancellable operating lease commitments. The Company does not have any lessor commitments.
ASU 2016-13: In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments as well as to change the loss impairment methodology for available-for-sale debt securities. This standard will become effective on January 1, 2020. The applicable section of the standard related to debt securities requires a prospective transition. The Company does not expect the adoption to have a significant impact on the financial statements as we have limited credit losses with respect to our available-for-sale portfolio.further discussion.
ASU 2016-15: In August 2016, the FASB issued Accounting Standards UpdateASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments to provide uniformity in the classification of cash receipts and payments recorded in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, and proceeds from the settlement of insurance claims. This standard will becomebecame effective on January 1, 2018. This adoption will2018 and did not have a significant impact to the classification on the financial statements.CondensedStatement of Cash Flows.
ASU 2016-16: In October 2016, the FASB issued Accounting Standards UpdateASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory. This guidance was issued to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory by allowing the immediate recognition of the current and deferred income tax effects. Current guidance prohibits the recognition of current and deferred income taxes for an intra-entity transfer until the asset has been sold to an outside party. This new guidance should

6

Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 2—New Accounting Standards (continued)


beis applied on a modified retrospective approach and will becomebecame effective on January 1, 2018. This adoption will not have a significant impact on the financial statements.
ASU 2017-04:In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance was issued to simplify the subsequent measurement of goodwill through the elimination of Step 2 from the goodwill impairment test. It will become effective on January 1, 2020 and should be applied on a prospective basis. This adoption willdid not have a significant impact on the financial statements.
ASU 2017-07: In March 2017, the FASB issued Accounting Standards UpdateASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This guidance was issued to simplify the reporting of pension costs by disaggregating the service-cost component from the other components of net benefit costs and reporting it separately on the income statement. The service-cost component is the only component of net benefit cost that will be eligible for capitalization. The guidance will becomebecame effective on January 1, 2018 with a retrospective transition method for separation of net benefit costs and a prospective transition method for the capitalization of service costs. The Company will record approximately $3.5 million in additional expense to the 2018 Condensed Consolidated Statements of Operationsdue to the elimination of the ability to capitalize a portion of the benefit costs. For the six months ended June 30, 2018, the Company recorded $1.6 million in additional expense.

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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 2—New Accounting Standards (continued)


ASU 2017-09: In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This guidance was issued to provide clarity and guidance regarding changes to the terms or conditions of a share-based payment award that requires an entity to apply modification accounting. It became effective on January 1, 2018. The adoption had no significant impact on the financial statements as modifications to stock compensation are infrequent.
ASU 2018-02: In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI). This guidance was issued to allow the reclassification of taxes from AOCI to retained earnings as a result of the reduction in corporate income tax rates due to the Tax Cuts and Jobs Act of 2017 (Tax Legislation). Current accounting requires the effect of changes in tax rates used to measure deferred tax assets and liabilities to be reported in net income as of the date of enactment even though deferred taxes were previously recognized in AOCI (stranded taxes). This guidance, however, allows a company to elect to reclassify the stranded taxes in AOCI to retained earnings and is effective for years beginning after December 15, 2018, with early adoption permitted. The Company elected to early adopt this guidance resulting in a reclassification of $252 million from AOCI to retained earnings for the period ended December 31, 2017.
Accounting Pronouncements Not Yet Adopted
ASU 2016-02/ASU 2018-11: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), with clarification guidance issued in July 2018. The guidance requires lessees to record a right-of-use asset and corresponding lease liability on the balance sheet for all operating leases that do not qualify for the practical expedients allowed for in this standard. Additional qualitative and quantitative disclosures will be required. This standard will become effective for the Company beginning January 1, 2019. The Company plans to adopt the transition method allowed for under ASU 2018-11 and will not restate comparative periods upon adoption. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on the financial statements. Refer to Note 15—Commitments and Contingencies of the 2017 10-K for consideration of the noncancelable operating lease commitments. The Company is not a lessor.
ASU 2016-13: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments as well as to change the loss impairment methodology for available-for-sale debt securities by use of an allowance rather than a direct write-down. This standard will become effective on January 1, 2020. The applicable section of the standard related to debt securities requires a prospective transition. The Company does not expect the adoption to have a significant impact on the financial statements as we have limited credit losses with respect to our current available-for-sale portfolio.
ASU 2017-04:In January 2017, the change in pension capitalizationFASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance was issued to simplify the subsequent measurement of goodwill through the elimination of Step 2 from the goodwill impairment test which required a hypothetical purchase price allocation. It will become effective on January 1, 2020 and should be less than 1% of Total Benefits and Expenses forapplied on a prospective basis. This adoption will not have an impact to the year.financial statements.
ASU 2017-08: In March 2017, the FASB issued Accounting Standards UpdateASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities. This guidance was issued to shorten the amortization period for certain callable debt securities held at a premium. The guidance requires the premium to be amortized to the earliest call date. It will become effective on January 1, 2019 with early adoption permitted, including during interim periods. The adoption is to be applied on a modified retrospective basis through an adjustment to retained earnings. This adoption will not have a significant impact on the financial statements.
ASU 2017-09: In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This guidance was issued to provide clarity and guidance regarding changes to the terms or conditions of a share-based payment award that requires an entity to apply modification accounting. It will become effective on January 1, 2018 with early adoption permitted, including adoption in any interim periods. The Company does not expect the adoption to have a significant impact on the financial statements as modifications to stock compensation are infrequent.



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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)


Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income

An analysis of the change in balance by component of Accumulated Other Comprehensive Income is as follows for the three and six month periods ended June 30, 20172018 and 2016.2017.

Components of Accumulated Other Comprehensive Income

         
         
 Three Months Ended June 30, 2017Three Months Ended June 30, 2017
 Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 TotalAvailable
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 Total
Balance at April 1, 2017 $832,057
 $(7,182) $8,753
 $(110,763) $722,865
$832,057
 $(7,182) $8,753
 $(110,763) $722,865
Other comprehensive income (loss) before reclassifications, net of tax 257,595
 (473) 2,149
 
 259,271
257,595
 (473) 2,149
 
 259,271
Reclassifications, net of tax 403
 
 
 2,021
 2,424
403
 
 
 2,021
 2,424
Other comprehensive income (loss) 257,998
 (473) 2,149
 2,021
 261,695
257,998
 (473) 2,149
 2,021
 261,695
Balance at June 30, 2017 $1,090,055
 $(7,655) $10,902
 $(108,742) $984,560
$1,090,055
 $(7,655) $10,902
 $(108,742) $984,560
                   
 Three Months Ended June 30, 2016         
 Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 TotalThree Months Ended June 30, 2018
Balance at April 1, 2016 $634,337
 $(6,915) $4,847
 $(96,794) $535,475
Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 Total
Balance at April 1, 2018$1,082,896
 $(8,191) $15,279
 $(149,785) $940,199
Other comprehensive income (loss) before reclassifications, net of tax 453,586
 (1,743) 3,484
 69
 455,396
(329,619) 1,612
 (4,914) 
 (332,921)
Reclassifications, net of tax (3,372) 
 
 1,658
 (1,714)(6,763) 
 
 2,984
 (3,779)
Other comprehensive income (loss) 450,214
 (1,743) 3,484
 1,727
 453,682
(336,382) 1,612
 (4,914) 2,984
 (336,700)
Balance at June 30, 2016 $1,084,551
 $(8,658) $8,331
 $(95,067) $989,157
Balance at June 30, 2018$746,514
 $(6,579) $10,365
 $(146,801) $603,499












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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands except, per share data)

Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income (continued)



Components
  Six Months Ended June 30, 2017
  Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 Total
Balance at January 1, 2017 $692,314
 $(6,682) $4,967
 $(113,025) $577,574
Other comprehensive income (loss) before reclassifications, net of tax 398,295
 (973) 5,935
 241
 403,498
Reclassifications, net of tax (554) 
 
 4,042
 3,488
Other comprehensive income (loss) 397,741
 (973) 5,935
 4,283
 406,986
Balance at June 30, 2017 $1,090,055
 $(7,655) $10,902
 $(108,742) $984,560
           
           
  Six Months Ended June 30, 2018
  Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 Total
Balance at January 1, 2018 $1,569,289
 $(8,547) $16,302
 $(152,770) $1,424,274
Other comprehensive income (loss) before reclassifications, net of tax (815,462) 1,968
 (5,937) 
 (819,431)
Reclassifications, net of tax (7,313) 
 
 5,969
 (1,344)
Other comprehensive income (loss) (822,775) 1,968
 (5,937) 5,969
 (820,775)
Balance at June 30, 2018 $746,514
 $(6,579) $10,365
 $(146,801) $603,499

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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands except, per share data)

Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income (continued)


  Six Months Ended June 30, 2017
  Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 Total
Balance at January 1, 2017 $692,314
 $(6,682) $4,967
 $(113,025) $577,574
Other comprehensive income (loss) before reclassifications, net of tax 398,295
 (973) 5,935
 241
 403,498
Reclassifications, net of tax (554) 
 
 4,042
 3,488
Other comprehensive income (loss) 397,741
 (973) 5,935
 4,283
 406,986
Balance at June 30, 2017 $1,090,055
 $(7,655) $10,902
 $(108,742) $984,560
           
  Six Months Ended June 30, 2016
  Available
for Sale
Assets
 Deferred
Acquisition
Costs
 Foreign
Exchange
 Pension
Adjustments
 Total
Balance at January 1, 2016 $332,333
 $(5,115) $3,627
 $(98,898) $231,947
Other comprehensive income (loss) before reclassifications, net of tax 756,680
 (3,543) 4,704
 514
 758,355
Reclassifications, net of tax (4,462) 
 
 3,317
 (1,145)
Other comprehensive income (loss) 752,218
 (3,543) 4,704
 3,831
 757,210
Balance at June 30, 2016 $1,084,551
 $(8,658) $8,331
 $(95,067) $989,157

                                                                                                                                                          

Reclassifications out of Accumulated Other Comprehensive Income are presented below for the three and six month periods ended June 30, 20172018 and 2016.2017.
Reclassification Adjustments
 Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 
Affected line items in the
Statement of Operations
 Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 
Affected line items in the
Statement of Operations
 2017 2016 2017 2016  2018 2017 2018 2017 
Unrealized investment gains (losses) on available for sale assets:                  
Realized (gains) losses $681
 $(3,983) $(354) $(4,296) Realized gains (losses) $(9,431) $681
 $(10,817) $(354) Realized investment gains (losses)
Amortization of (discount) premium (61) (1,204) (498) (2,568) Net investment income 870
 (61) 1,560
 (498) Net investment income
Total before tax 620
 (5,187) (852) (6,864)  (8,561) 620
 (9,257) (852) 
Tax (217) 1,815
 298
 2,402
 Income taxes 1,798
 (217) 1,944
 298
 Income taxes
Total after tax 403
 (3,372) (554) (4,462)  (6,763) 403
 (7,313) (554) 
Pension adjustments:                  
Amortization of prior service cost 119
 120
 238
 240
 Other operating expenses 119
 119
 238
 238
 Other operating expense
Amortization of actuarial gain (loss) 2,990
 2,431
 5,980
 4,863
 Other operating expenses 3,659
 2,990
 7,318
 5,980
 Other operating expense
Total before tax 3,109
 2,551
 6,218
 5,103
  3,778
 3,109
 7,556
 6,218
 
Tax (1,088) (893) (2,176) (1,786) Income taxes (794) (1,088) (1,587) (2,176) Income taxes
Total after tax 2,021
 1,658
 4,042
 3,317
  2,984
 2,021
 5,969
 4,042
 
Total reclassifications (after tax) $2,424
 $(1,714) $3,488
 $(1,145)  $(3,779) $2,424
 $(1,344) $3,488
 


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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)


Note 4—Investments
Portfolio Composition:Composition:
A summary of fixed maturities available for sale by cost or amortized cost and estimated fair value at June 30, 2018 and December 31, 2017 is as follows:
Portfolio Composition as of June 30, 2017
June 30, 2018
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value(1)
 
% of Total
Fixed
Maturities(2)
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value(1)
 
% of Total
Fixed
Maturities(2)
Fixed maturities available for sale:                  
U.S. Government direct, guaranteed, and government-sponsored enterprises$387,331
 $8,552
 $(1,696) $394,187
 2$390,021
 $2,266
 $(4,383) $387,904
 2
States, municipalities, and political subdivisions1,182,708
 128,175
 (185) 1,310,698
 81,232,142
 103,365
 (281) 1,335,226
 9
Foreign governments20,720
 1,592
 
 22,312
 19,609
 1,705
 
 21,314
 
Corporates, by sector:                
Financial3,152,297
 413,004
 (25,309) 3,539,992
 223,372,221
 269,494
 (51,445) 3,590,270
 22
Utilities1,909,247
 314,825
 (3,351) 2,220,721
 141,947,899
 255,504
 (12,164) 2,191,239
 14
Energy1,589,769
 170,566
 (35,952) 1,724,383
 111,619,674
 133,584
 (40,101) 1,713,157
 11
Other corporate sectors5,847,507
 651,703
 (20,017) 6,479,193
 406,183,619
 362,020
 (146,563) 6,399,076
 39
Total corporates12,498,820
 1,550,098
 (84,629) 13,964,289
 8713,123,413
 1,020,602
 (250,273) 13,893,742
 86
Collateralized debt obligations59,871
 16,677
 (10,303) 66,245
 58,582
 23,437
 (5,823) 76,196
 
Other asset-backed securities126,019
 3,607
 (15) 129,611
 1150,843
 2,386
 (429) 152,800
 1
Redeemable preferred stocks, by sector:                
Financial347,505
 59,206
 (5,849) 400,862
 2347,014
 45,481
 (4,518) 387,977
 2
Utilities28,577
 1,725
 (220) 30,082
 28,528
 1,360
 (356) 29,532
 
Total redeemable preferred stocks376,082
 60,931
 (6,069) 430,944
 2375,542
 46,841
 (4,874) 417,509
 2
Total fixed maturities$14,651,551
 $1,769,632
 $(102,897) $16,318,286
 100$15,350,152
 $1,200,602
 $(266,063) $16,284,691
 100
(1) Amounts reported on the balance sheet.
(2) At fair value.

A schedule of fixed maturities available for sale by contractual maturity date at June 30, 2017 is shown below on an amortized cost basis and on a fair value basis. Actual maturity dates could differ from contractual maturities due to call or prepayment provisions.
 June 30, 2017
 Amortized
Cost
 Fair Value
Fixed maturities available for sale:   
Due in one year or less$143,830
 $148,150
Due after one year through five years578,037
 622,103
Due after five years through ten years1,434,971
 1,597,721
Due after ten years through twenty years4,363,391
 5,019,819
Due after twenty years7,944,279
 8,733,397
Mortgage-backed and asset-backed securities187,043
 197,096
 $14,651,551
 $16,318,286
(1)Amounts reported on the balance sheet.
(2)At fair value.

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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

Selected information about
 December 31, 2017
 
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value(1)
 
% of Total
Fixed
Maturities(2)
Fixed maturities available for sale:         
U.S. Government direct, guaranteed, and government-sponsored enterprises$390,646
 $18,173
 $(1,373) $407,446
 2
States, municipalities, and political subdivisions1,091,960
 127,890
 (135) 1,219,715
 7
Foreign governments20,236
 1,782
 
 22,018
 
Corporates, by sector:      

  
Financial3,282,526
 475,961
 (23,392) 3,735,095
 22
Utilities1,955,737
 369,406
 (1,298) 2,323,845
 14
Energy1,619,349
 226,140
 (25,392) 1,820,097
 11
Other corporate sectors6,065,803
 747,612
 (20,616) 6,792,799
 40
Total corporates12,923,415
 1,819,119
 (70,698) 14,671,836
 87
Collateralized debt obligations59,150
 20,084
 (7,653) 71,581
 
Other asset-backed securities144,520
 4,835
 
 149,355
 1
Redeemable preferred stocks, by sector:         
Financial336,621
 62,892
 (2,727) 396,786
 3
Utilities28,553
 2,132
 (97) 30,588
 
Total redeemable preferred stocks365,174
 65,024
 (2,824) 427,374
 3
Total fixed maturities$14,995,101
 $2,056,907
 $(82,683) $16,969,325
 100
(1)Amounts reported on the balance sheet.
(2)At fair value.

A schedule of fixed maturities available for sale by contractual maturity date at June 30, 2018 is shown below on an amortized cost basis and on a fair value basis. Actual disposition dates could differ from contractual maturities due to call or prepayment provisions.
 June 30, 2018
 Amortized
Cost
 Fair Value
Fixed maturities available for sale:   
Due in one year or less$80,564
 $81,901
Due after one year through five years732,395
 757,040
Due after five years through ten years1,611,476
 1,745,491
Due after ten years through twenty years5,051,297
 5,607,509
Due after twenty years7,664,183
 7,862,890
Mortgage-backed and asset-backed securities210,237
 229,860
 $15,350,152
 $16,284,691

There were no sales of fixed maturities available for sale is as follows.of June 30, 2018 or 2017.
 Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 2017 2016 2017 2016
Proceeds from sales$
 $36,968
 $
 $51,299
Gross realized gains
 3,061
 
 3,556
Gross realized losses
 
 
 (214)

Fair Value Measurements:
The following table represents the fair value of fixed maturities available for sale measured on a recurring basis.
Fair Value Measurements at June 30, 2017 using:
Description 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total Fair
Value
Bonds:        
U.S. Government direct, guaranteed, and government-sponsored enterprises $
 $394,187
 $
 $394,187
States, municipalities, and political subdivisions 
 1,310,698
 
 1,310,698
Foreign governments 
 22,312
 
 22,312
Corporates, by sector: 

 

 

 

Financial 
 3,477,619
 62,373
 3,539,992
Utilities 
 2,065,431
 155,290
 2,220,721
Energy 
 1,683,064
 41,319
 1,724,383
Other corporate sectors 
 6,151,889
 327,304
 6,479,193
Total corporates 
 13,378,003
 586,286
 13,964,289
Collateralized debt obligations 
 
 66,245
 66,245
Other asset-backed securities 
 115,458
 14,153
 129,611
Redeemable preferred stocks, by sector: 

 

 

 

Financial 
 400,862
 
 400,862
Utilities 
 30,082
 
 30,082
Total redeemable preferred stocks 
 430,944
 
 430,944
Total fixed maturities $
 $15,651,602
 $666,684
 $16,318,286
Percent of total % 95.9% 4.1% 100.0%



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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

The following table represents an analysis of changes in fair value measurements using significant unobservable inputs (Level 3).
Analysis of Changes in Fair Value Measurements Using
Significant Unobservable Inputs (Level 3): The following tables represents the fair value of fixed maturities available for sale measured on a recurring basis at June 30, 2018 and December 31, 2017.
 Six Months Ended June 30, 2017
 Asset-
Backed
Securities
 Collateralized
Debt
Obligations
 
Corporates(1)
 Total
Balance at January 1, 2017$
 $63,503
 $559,600
 $623,103
Total gains or losses:       
Included in realized gains/losses
 
 
 
Included in other comprehensive income261
 3,597
 11,637
 15,495
Acquisitions14,000
 
 21,666
 35,666
Sales
 
 
 
Amortization
 2,481
 8
 2,489
Other(2)
(108) (3,336) (6,625) (10,069)
Transfers in and/or out of Level 3(3)

 
 
 
Balance at June 30, 2017$14,153
 $66,245
 $586,286
 $666,684
Percent of total fixed maturities0.1% 0.4% 3.6% 4.1%
        
 Six Months Ended June 30, 2016
 Asset-
Backed
Securities
 Collateralized
Debt
Obligations
 
Corporates(1)
 Total
Balance at January 1, 2016$
 $70,382
 $530,806
 $601,188
Total gains or losses:       
Included in realized gains/losses
 
 
 
Included in other comprehensive income
 (4,831) 24,291
 19,460
Acquisitions
 
 15,800
 15,800
Sales
 
 
 
Amortization
 2,639
 8
 2,647
Other(2)

 (4,127) (1,740) (5,867)
Transfers in and/or out of Level 3(3)

 
 
 
Balance at June 30, 2016$
 $64,063
 $569,165
 $633,228
Percent of total fixed maturities% 0.4% 3.7% 4.1%
(1) Includes redeemable preferred stocks.
(2) Includes capitalized interest, foreign exchange adjustments, and principal repayments.
(3) Considered to be transferred at the end of the period. Transfers into Level 3 occur when observable inputs are no longer available. Transfers out of Level 3 occur when observable inputs become available.

 Fair Value Measurements at June 30, 2018 using:
Description
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total Fair
Value
Fixed maturities available for sale:       
U.S. Government direct, guaranteed, and government-sponsored enterprises$
 $387,904
 $
 $387,904
States, municipalities, and political subdivisions
 1,335,226
 
 1,335,226
Foreign governments
 21,314
 
 21,314
Corporates, by sector:       
Financial
 3,529,651
 60,619
 3,590,270
Utilities
 2,044,141
 147,098
 2,191,239
Energy
 1,673,305
 39,852
 1,713,157
Other corporate sectors
 6,069,835
 329,241
 6,399,076
Total corporates
 13,316,932
 576,810
 13,893,742
Collateralized debt obligations
 
 76,196
 76,196
Other asset-backed securities
 139,647
 13,153
 152,800
Redeemable preferred stocks, by sector:       
Financial
 387,977
 
 387,977
Utilities
 29,532
 
 29,532
Total redeemable preferred stocks
 417,509
 
 417,509
Total fixed maturities$
 $15,618,532
 $666,159
 $16,284,691
Percent of total% 95.9% 4.1% 100.0%

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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

 Fair Value Measurements at December 31, 2017 using:
Description
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total Fair
Value
Fixed maturities available for sale:       
U.S. Government direct, guaranteed, and government-sponsored enterprises$
 $407,446
 $
 $407,446
States, municipalities, and political subdivisions44
 1,219,671
 
 1,219,715
Foreign governments
 22,018
 
 22,018
Corporates, by sector:      

Financial
 3,673,089
 62,006
 3,735,095
Utilities
 2,168,115
 155,730
 2,323,845
Energy
 1,779,281
 40,816
 1,820,097
Other corporate sectors
 6,468,541
 324,258
 6,792,799
Total corporates
 14,089,026
 582,810
 14,671,836
Collateralized debt obligations
 
 71,581
 71,581
Other asset-backed securities
 135,306
 14,049
 149,355
Redeemable preferred stocks, by sector:       
Financial
 396,786
 
 396,786
Utilities
 30,588
 
 30,588
Total redeemable preferred stocks
 427,374
 
 427,374
Total fixed maturities$44
 $16,300,841
 $668,440
 $16,969,325
Percentage of total% 96.1% 3.9% 100.0%

The following tables represent an analysis of changes in fair value measurements using significant unobservable inputs (Level 3) for the six months ended June 30, 2018 and 2017.
Analysis of Changes in Fair Value Measurements Using
Significant Unobservable Inputs (Level 3)
 Six Months Ended June 30, 2018
 Asset-
Backed
Securities
 Collateralized
Debt
Obligations
 
Corporates(1)
 Total
Balance at January 1, 2018$14,049
 $71,581
 $582,810
 $668,440
Total gains or losses:       
Included in realized gains/losses
 
 
 
Included in other comprehensive income(697) 5,183
 (19,611) (15,125)
Acquisitions
 
 20,300
 20,300
Sales
 
 
 
Amortization
 2,389
 8
 2,397
Other(2)
(199) (2,957) (6,697) (9,853)
Transfers in and/or out of Level 3(3)

 
 
 
Balance at June 30, 2018$13,153
 $76,196
 $576,810
 $666,159
Percent of total fixed maturities0.1% 0.5% 3.5% 4.1%
(1)Includes redeemable preferred stocks.
(2)Includes capitalized interest, foreign exchange adjustments, and principal repayments.
(3)Considered to be transferred at the end of the period. Transfers into Level 3 occur when observable inputs are no longer available. Transfers out of Level 3 occur when observable inputs become available.


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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

 Six Months Ended June 30, 2017
 Asset-
Backed
Securities
 Collateralized
Debt
Obligations
 
Corporates(1)
 Total
Balance at January 1, 2017$
 $63,503
 $559,600
 $623,103
Total gains or losses:       
Included in realized gains/losses
 
 
 
Included in other comprehensive income261
 3,597
 11,637
 15,495
Acquisitions14,000
 
 21,666
 35,666
Sales
 
 
 
Amortization
 2,481
 8
 2,489
Other(2)
(108) (3,336) (6,625) (10,069)
Transfers in and/or out of Level 3(3)

 
 
 
Balance at June 30, 2017$14,153
 $66,245
 $586,286
 $666,684
Percent of total fixed maturities0.1% 0.4% 3.6% 4.1%
(1)Includes redeemable preferred stocks.
(2)Includes capitalized interest, foreign exchange adjustments, and principal repayments.
(3)Considered to be transferred at the end of the period. Transfers into Level 3 occur when observable inputs are no longer available. Transfers out of Level 3 occur when observable inputs become available.


The following table presents transfers in and out of each of the valuation levels of fair values.
  Six Months Ended June 30,
  2018 2017
  In Out Net In Out Net
Level 1 

 $
 $
 $4
 $(597) $(593)
Level 2 
 
 
 597
 (4) 593
Level 3 
 
 
 
 
 


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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

Fair Value Option:

As discussed in Note 2—New Accounting Standards, the Company elected the fair value option in the first quarter of 2018, subsequent to the adoption of ASU 2016-01, to record its investment in certain limited partnerships at fair value with changes recognized in "Realized Investment Gains (Losses)" in the Condensed Consolidated Statements of Operationsin accordance with ASC 825. Distributions received on a semi-annual basis are recorded in Net Investment Income. The limited partnerships are recorded in Other Long-Term Investments on the Condensed Consolidated Balance Sheets.

The following table represents the fair value of investments elected for the fair value option method measured on a recurring basis at June 30, 2018, and the changes in fair value for the six months ended June 30, 2018.
 Fair Value Measurements at June 30, 2018 Changes in Fair Values for the Period for Items Measured at Fair Value Pursuant to Election of the Fair Value Option
  Quoted Prices in Active Markets for Identical Assets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs
(Level 3)
  Total Fair Value  Net Gains and Losses Recognized During the Period  Less Net Gains and Losses Recognized due to Sales  Total Changes in Fair Values Included in Current-Period Earnings
Limited partnerships$
 $108,452
 $
 $108,452
 $2,861
 $
 $2,861

Other-Than-Temporary Impairments:Impairments:

In accordance with the other-than-temporary impairment (OTTI) policy, the Company evaluated its fixed maturities available for sale in an unrealized loss position to determine if there was any impairment for the quarter. Gross unrealized losses may fluctuate quarter over quarter due to adverse factors in the market that affect our holdings, such as changes in the interest rates or credit spreads. While the Company holds securities that may be in an unrealized loss position from time to time, Torchmark has the ability and intent to hold these investments to recovery, andrecovery. Additionally, Torchmark does not expect to be required to sell any of its securities due to the strong cash flows generated by its insurance operations.

For the three and six months ended June 30, 2018, the Company concluded that there were no other-than-temporary impairments. For the comparable period in 2017, the Company recorded $245 thousand ($159 thousand, net of tax) in OTTI. For the comparable period in 2016, the Company concluded that there were no other-than-temporary impairments.

Unrealized Loss Analysis:Analysis:

The following table discloses information about fixed maturities available for sale in an unrealized loss position.
  
Less than
Twelve
Months
 
Twelve
Months
or Longer
 Total
Number of issues (CUSIP numbers) held:      
As of June 30, 2017 164
 76
 240
As of December 31, 2016 407
 94
 501
  
Less than
Twelve Months
 
Twelve Months
or Longer
 Total
Number of issues (CUSIP numbers) held:      
As of June 30, 2018 489
 99
 588
As of December 31, 2017 92
 102
 194

Torchmark’s entire fixed maturity portfolio consisted of 1,5161,532 issues at June 30, 20172018 and 1,5651,502 issues at December 31, 2016.2017. The weighted average quality rating of all unrealized loss positions as of June 30, 20172018 was BBB.BBB+ compared with BBB- as of December 31, 2017.

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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

The following table disclosestables disclose unrealized investment losses by class and major sector of fixed maturities available for sale at June 30, 2018 and December 31, 2017 for the periodrespective periods of time in a loss position. Torchmark considers these investments to be only temporarily impaired.
Analysis of Gross Unrealized Investment Losses
At June 30, 20172018
 
 
Less than
Twelve Months
 
Twelve Months
or Longer
 Total
Less than
Twelve Months
 
Twelve Months
or Longer
 Total
Description of Securities Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
Fair
Value
 
Unrealized
Loss
 Fair
Value
 
Unrealized
Loss
 Fair
Value
 
Unrealized
Loss
Fixed maturities available for sale:           
Investment grade securities:                       
Bonds:            
U.S. Government direct, guaranteed, and government-sponsored enterprises $114,030
 $(1,194) $1,501
 $(502) $115,531
 $(1,696)$172,110
 $(3,061) $38,389
 $(1,322) $210,499
 $(4,383)
States, municipalities and political subdivisions 13,502
 (155) 666
 (30) 14,168
 (185)35,311
 (268) 1,190
 (13) 36,501
 (281)
Foreign governments 
 
 
 
 
 

            
Corporates, by sector:                       
Financial 123,632
 (3,735) 47,847
 (1,157) 171,479
 (4,892)816,233
 (29,495) 53,487
 (3,995) 869,720
 (33,490)
Utilities 120,890
 (2,481) 17,710
 (870) 138,600
 (3,351)292,562
 (10,578) 31,417
 (1,501) 323,979
 (12,079)
Energy 36,740
 (486) 137,991
 (9,595) 174,731
 (10,081)221,851
 (10,100) 49,555
 (7,078) 271,406
 (17,178)
Other corporate sectors 437,568
 (11,357) 69,796
 (2,624) 507,364
 (13,981)2,462,504
 (109,374) 154,756
 (19,286) 2,617,260
 (128,660)
Total corporates 718,830
 (18,059) 273,344
 (14,246) 992,174
 (32,305)3,793,150
 (159,547) 289,215
 (31,860) 4,082,365
 (191,407)
Other asset-backed securities 9,927
 (15) 
 
 9,927
 (15)36,920
 (429) 
 
 36,920
 (429)
Redeemable preferred stocks, by sector:                       
Financial 
 
 
 
 
 
10,127
 (680) 
 
 10,127
 (680)
Utilities 5,855
 (220) 
 
 5,855
 (220)
 
 5,667
 (356) 5,667
 (356)
Total redeemable preferred stocks 5,855
 (220) 
 
 5,855
 (220)10,127
 (680) 5,667
 (356) 15,794
 (1,036)
Total investment grade securities 862,144
 (19,643) 275,511
 (14,778) 1,137,655
 (34,421)4,047,618
 (163,985) 334,461
 (33,551) 4,382,079
 (197,536)
           
Below investment grade securities:                       
Bonds:            
States, municipalities and political subdivisions 
 
 
 
 
 
Corporates, by sector: 

 

 

 

    

 

 

 

    
Financial 
 
 85,338
 (20,417) 85,338
 (20,417)26,070
 (4,704) 61,706
 (13,251) 87,776
 (17,955)
Utilities15,098
 (85) 
 
 15,098
 (85)
Energy 20,173
 (185) 81,387
 (25,686) 101,560
 (25,871)26,166
 (1,010) 67,777
 (21,913) 93,943
 (22,923)
Other corporate sectors 
 
 56,134
 (6,036) 56,134
 (6,036)78,721
 (7,108) 52,397
 (10,795) 131,118
 (17,903)
Total corporates 20,173
 (185) 222,859
 (52,139) 243,032
 (52,324)146,055
 (12,907) 181,880
 (45,959) 327,935
 (58,866)
Collateralized debt obligations 
 
 9,697
 (10,303) 9,697
 (10,303)
 
 14,177
 (5,823) 14,177
 (5,823)
Redeemable preferred stocks, by sector:                       
Financial 
 
 21,269
 (5,849) 21,269
 (5,849)
 
 23,252
 (3,838) 23,252
 (3,838)
Total redeemable preferred stocks 
 
 21,269
 (5,849) 21,269
 (5,849)
 
 23,252
 (3,838) 23,252
 (3,838)
Total below investment grade securities 20,173
 (185) 253,825
 (68,291) 273,998
 (68,476)146,055
 (12,907) 219,309
 (55,620) 365,364
 (68,527)
Total fixed maturities $882,317
 $(19,828) $529,336
 $(83,069) $1,411,653
 $(102,897)$4,193,673
 $(176,892) $553,770
 $(89,171) $4,747,443
 $(266,063)


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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 4—Investments (continued)

Analysis of Gross Unrealized Investment Losses
At December 31, 2017
 
Less than
Twelve Months
 
Twelve Months
or Longer
 Total
Description of Securities
Fair
Value
 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
Fixed maturities available for sale:           
Investment grade securities:           
U.S. Government direct, guaranteed, and government-sponsored enterprises$34,388
 $(422) $47,514
 $(951) $81,902
 $(1,373)
States, municipalities and political subdivisions4,561
 (21) 1,771
 (9) 6,332
 (30)
Corporates, by sector:           
Financial133,080
 (652) 35,302
 (1,429) 168,382
 (2,081)
Utilities48,562
 (569) 32,345
 (729) 80,907
 (1,298)
Energy23,463
 (81) 67,775
 (3,682) 91,238
 (3,763)
Other corporate sectors220,661
 (2,312) 163,886
 (4,257) 384,547
 (6,569)
Total corporates425,766
 (3,614) 299,308
 (10,097) 725,074
 (13,711)
Redeemable preferred stocks, by sector:           
Utilities
 
 5,953
 (97) 5,953
 (97)
Total redeemable preferred stocks
 
 5,953
 (97) 5,953
 (97)
Total investment grade securities464,715
 (4,057) 354,546
 (11,154) 819,261
 (15,211)
            
Below investment grade securities:           
States, municipalities and political subdivisions200
 (105) 
 
 200
 (105)
Corporates, by sector:           
Financial
 
 84,432
 (21,311) 84,432
 (21,311)
Energy8,114
 (104) 75,204
 (21,525) 83,318
 (21,629)
Other corporate sectors25,334
 (5,066) 54,383
 (8,981) 79,717
 (14,047)
Total corporates33,448
 (5,170) 214,019
 (51,817) 247,467
 (56,987)
Collateralized debt obligations
 
 12,347
 (7,653) 12,347
 (7,653)
Redeemable preferred stocks, by sector:           
Financial
 
 24,376
 (2,727) 24,376
 (2,727)
Total redeemable preferred stocks
 
 24,376
 (2,727) 24,376
 (2,727)
Total below investment grade securities33,648
 (5,275) 250,742
 (62,197) 284,390
 (67,472)
Total fixed maturities$498,363
 $(9,332) $605,288
 $(73,351) $1,103,651
 $(82,683)



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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)


Note 5—Discontinued OperationsIncome Taxes

At December 31, 2015, Torchmark metIn 2017, the criterianewly enacted tax legislation revised the corporate income tax rate from 35% to account21% effective January 1, 2018. The change in tax rates was the primary reason for its Medicare Part D Prescription Drug Plan businessthe difference in the Company’s effective tax rate as a discontinued operation. Historically,compared with the business was a reportable segment. Effective July 1, 2016, Torchmark sold its Medicare Part D Prescription Drug Plan business to an unaffiliated third party.prior year periods.

The sale resulted in a net gain of $1.8 million ($1.2 million net of tax) in 2016. The operating results from discontinued operations are reflected ineffective income for the six months ended June 30, 2017. The remaining assets and liabilities reflected on the Torchmark balance sheet related to discontinued operations are receivables and payables associated with the 2016 and prior plan years that are expected to be settled in the ordinary course of business during 2017 and 2018.

The net assets related to discontinued operations at June 30, 2017 and December 31, 2016 were as follows:
 June 30,
2017
 December 31,
2016
Assets:   
Due premiums$3,945
 $8,840
Other receivables(1)
64,678
 118,692
Total assets related to discontinued operations68,623
 127,532

   
Liabilities:   
Risk sharing payable9,126
 8,374
Current and deferred income taxes payable1,910
 3,820
Other(2)
28,113
 15,230
Total liabilities related to discontinued operations39,149
 27,424

   
Net assets$29,474
 $100,108
(1) At June 30, 2017, other receivables included $65 milliontax rate differed from the Centers for Medicare and Medicaid Services (CMS). At December 31, 2016, other receivables included $50 million from the Centers for Medicare and Medicaid Services (CMS) and $69 million from drug manufacturer rebates.
(2) At June 30, 2017, the balance included $25.6 million due to CMS. At December 31, 2016, the balance included a $3.6 million contingent purchase price reserve.

15

Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 5—Discontinued Operations (continued)


Income from discontinued operationsexpected rate for the three and six monthsmonth periods ended June 30, 2018 and 2017 and 2016 was as follows:shown below:
 Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 2017 2016 2017 2016
Revenue:    
 
Health premium$(71) $56,774
 $(295) $111,473

    
 
Benefits and expenses:    
 
Health policyholder benefits(252) 51,871
 3,932
 113,352
Amortization of deferred acquisition costs
 932
 
 1,940
Commissions, premium taxes, and non-deferred acquisition expenses154
 3,792
 730
 8,901
Other operating expense166
 1,510
 777
 3,290
Total benefits and expenses68
 58,105
 5,439
 127,483

    
 
Income (loss) before income taxes for discontinued operations(139) (1,331) (5,734) (16,010)
Income tax benefit (expense)49
 466
 2,007
 5,604
Income (loss) from discontinued operations$(90) $(865) $(3,727) $(10,406)
        
 Three Months Ended June 30,
 2018 % 2017 %
Expected income taxes$47,641
 21.0
 $70,674
 35.0
Increase (reduction) in income taxes resulting from:       
Low income housing investments(3,324) (1.5) (4,649) (2.3)
Share-based awards(2,055) (0.9) (4,018) (2.0)
Other209
 0.1
 (444) (0.2)
Income tax expense (benefit) from continuing operations$42,471
 18.7
 $61,563
 30.5

Operating cash flows
 Six Months Ended June 30,
 2018 % 2017 %
Expected income taxes$92,338
 21.0
 $137,783
 35.0
Increase (reduction) in income taxes resulting from:       
Low income housing investments(6,649) (1.5) (9,298) (2.4)
Share-based awards(4,254) (1.0) (9,439) (2.4)
Other167
 
 (2,920) (0.7)
Income tax expense (benefit) from continuing operations$81,602
 18.5
 $116,126
 29.5

As of December 31, 2017, the Company recorded $877 million of tax benefits in net income as a result of remeasuring its deferred tax assets and liabilities using the lower corporate tax rate as of the discontinued operationslegislation’s enactment date. The Company was able to determine that the adjustment recorded in 2017 was a reasonable estimate of the impact of the tax legislation in accordance with SAB 118. The guidance allows companies up to one year to finalize the impact. The Company did not make any adjustments to this estimate for the six monthsperiod ended June 30, 20172018. However, the Company will continue to analyze relevant information to complete the accounting for income taxes and 2016 were as follows:
 Six Months Ended 
 June 30,
 2017 2016
Net cash provided from (used for) discontinued operations$66,907
 $60,995
expects to complete the process in the fourth quarter of 2018.

Note 6—Commitments and Contingencies

Litigation:

Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, involving various matters where we are either the defendant or the plaintiff. Torchmark subsidiaries are also currently the subject of audits regarding the identification, reporting and escheatment of unclaimed property arising from life insurance policies and a limited number of annuity contracts. In each of these matters, based upon information presently available, management does not believe that such litigation or audits will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity.

On February 1, 2018, putative class action litigation was filed against American Income Life Insurance Company in U.S. District Court for the Northern District of Texas, Dallas Division (Bruce v. American Income Life Insurance Company, et al., Case No. 3:18-cv-00258-G). The plaintiff, a former insurance sales agent of American Income who is suing on

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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 6—Commitments and Contingencies (continued)


behalf of all current and former American Income sales agents contracted through State General Agent Stephen Jubrey’s agency office at any time since January 31, 2015 through the final disposition of this matter, asserts that such agents are employees rather than independent contractors as they are classified by American Income. He alleges failure to pay minimum wages, overtime wages and other applicable monies in accordance with the Fair Labor Standards Act. The plaintiff seeks, in a jury trial, actual and punitive damages, pre- and post-judgment interest, attorney fees, costs and other relief, including injunctive relief. On February 27, 2018, the Company filed a motion to compel arbitration of this matter and on July 27, 2018, the Court granted the Company’s motion.

With respect to current litigation, at this time management believes that the possibility of a material judgment adverse to Torchmark is remote, and no estimate of range can be made for loss contingencies that are at least reasonably possible but not accrued.


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Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)Guarantees:

Torchmark has guaranteed letters of credit in connection with its credit facility with a group of banks. The letters of credit were issued by TMK Re, Ltd., a wholly-owned subsidiary, to secure TMK Re, Ltd.’s obligation for claims on certain policies reinsured by TMK Re, Ltd. that were sold by other Torchmark insurance companies. These letters of credit facilitate TMK Re, Ltd.’s ability to reinsure the business of Torchmark’s insurance carriers. The agreement expires in 2021. The maximum amount of letters of credit available is $250 million. Torchmark would be liable to the extent that TMK Re, Ltd. does not pay the reinsured party. On March 14, 2018, the letters of credit were amended to reduce the current amount outstanding to $155 million from $177 million as of December 31, 2017.

Note 7—Liability for Unpaid Claims

Activity in the liability for unpaid health claims is summarized as follows:
Six Months Ended June 30,Six Months Ended 
 June 30,
2017 20162018 2017
Balance at beginning of period$143,128
 $137,120
$146,865
 $143,128
Incurred related to:
 
   
Current year264,648
 258,640
269,574
 264,648
Prior years(8,364) (3,789)(5,708) (8,364)
Total incurred256,284
 254,851
263,866
 256,284
Paid related to:
 
   
Current year164,271
 160,740
171,199
 164,271
Prior years94,676
 94,284
99,054
 94,676
Total paid258,947
 255,024
270,253
 258,947
Balance at end of period$140,465
 $136,947
$140,478
 $140,465
 
Below is the reconciliation of the liability for "Policy claims and other benefits payable" in the Condensed Consolidated Balance Sheets.
 June 30,
2017
 December 31, 2016
Policy claims and other benefits payable:
 
Short-duration contracts$21,869
 $26,721
Insurance lines other than short duration—health118,596
 116,407
Insurance lines other than short duration—life166,919
 156,437
Total policy claims and other benefits payable$307,384
 $299,565

Short-Duration Contracts

Although Torchmark primarily sells long-duration contracts for both life and health, the Company also has a limited amount of group health products that qualify as short-duration contracts in accordance with the applicable guidance.

The below table illustrates the total incurred but not reported liabilities plus expected development on reported claims for short-duration products over the last five years. Claim frequency is determined by duration and incurred date.
 As of June 30, 2017
Accident YearTotal of incurred-but-not-reported liabilities plus expected development on reported claims
2013$
20143
201593
20162,266
201719,507
Total$21,869

 June 30,
2018
 December 31, 2017
Policy claims and other benefits payable:   
Life insurance$188,991
 $186,429
Health insurance140,478
 146,865
Total$329,469
 $333,294


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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands except per share data)


Note 8—Postretirement Benefit PlansBenefits
The following tables present a summary of post-retirement benefit costs by component.component for the three and six month periods ended June 30, 2018 and 2017.
Components of Post-Retirement Benefit Costs
 
Three Months Ended June 30,Three Months Ended June 30,
Pension Benefits Other BenefitsPension Benefits Other Benefits
2017 2016 2017 20162018 2017 2018 2017
Service cost$4,484
 $3,894
 $
 $
$5,277
 $4,484
 $
 $
Interest cost5,551
 5,432
 250
 212
5,493
 5,551
 228
 250
Expected return on assets(5,898) (5,782) 
 
(6,363) (5,898) 
 
Amortization:              
Prior service cost119
 120
 
 
119
 119
 
 
Actuarial (gain) loss2,952
 2,423
 38
 8
3,636
 2,952
 23
 38
Direct recognition of expense
 
 116
 20

 
 85
 116
Net periodic benefit cost$7,208
 $6,087
 $404
 $240
$8,162
 $7,208
 $336
 $404
              
Six Months Ended June 30,Six Months Ended June 30,
Pension Benefits Other BenefitsPension Benefits Other Benefits
2017 2016 2017 20162018 2017 2018 2017
Service cost$8,971
 $7,788
 $
 $
$10,554
 $8,971
 $
 $
Interest cost11,101
 10,864
 500
 424
10,986
 11,101
 456
 500
Expected return on assets(11,797) (11,564) 
 
(12,726) (11,797) 
 
Amortization:              
Prior service cost238
 240
 
 
238
 238
 
 
Actuarial (gain)/loss5,903
 4,847
 77
 16
7,272
 5,903
 46
 77
Direct recognition of expense
 
 212
 54

 
 225
 212
Net periodic benefit cost$14,416
 $12,175
 $789
 $494
$16,324
 $14,416
 $727
 $789


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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands except per share data)

Note 8—Postretirement BenefitsBenefit Plans (continued)

The following table presentstables present the assets at fair value for the defined-benefitof Torchmark’s defined benefit pension plans at June 30, 20172018 and the prior-year end.December 31, 2017.
Pension Assets by Component
at June 30, 2018
June 30, 2017 December 31, 2016Fair Value Determined by:    
Amount % Amount %
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total
Amount
 
% to
Total
Corporate bonds$158,227
 45 $160,036
 49
Corporate bonds:        
Financial$ $46,501
 $ $46,501
 12
Utilities  40,032
   40,032
 10
Energy  23,551
   23,551
 6
Other corporates  67,960
   67,960
 17
Total corporate bonds
 178,044
 
 178,044
 45
Exchange traded fund(1)
147,357
 42 134,771
 41168,743
     168,743
 43
Other bonds261
  258
   245
   245
 
Other long-term investments  3,998
   3,998
 1
Guaranteed annuity contract(2)
19,254
 5 18,997
 6  21,427
   21,427
 5
Short-term investments24,673
 7 7,391
 218,660
     18,660
 5
Other5,281
 1 7,418
 21,866
     1,866
 1
Total$355,053
 100 $328,871
 100
Grand Total$189,269
 $203,714
 $
 $392,983
 100
(1)A fund including marketable securities that mirror the S&P 500 index.
(2)Representing a guaranteed annuity contract issued by Torchmark's subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Pension Plan.
Pension Assets by Component at December 31, 2017
 Fair Value Determined by:    
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total
Amount
 
% to
Total
Corporate bonds:         
Financial$ $43,451
 $ $43,451
 12
Utilities  46,144
   46,144
 12
Energy  25,023
   25,023
 7
Other corporates  65,888
   65,888
 17
Total corporate bonds
 180,506
 
 180,506
 48
Exchange traded fund(1)
164,351
     164,351
 43
Other bonds  256
   256
 
Other long-term investments  2,304
   2,304
 1
Guaranteed annuity contract(2)
  21,202
   21,202
 6
Short-term investments3,984
     3,984
 1
Other5,021
     5,021
 1
Grand Total$173,356
 $204,268
 $
 $377,624
 100
(1)A fund including marketable securities that mirror the S&P 500 index.
(2)Representing a guaranteed annuity contract issued by Torchmark's subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Pension Plan.


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TORCHMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands except per share data)

Note 8—Postretirement Benefit Plans (continued)


The following table presents liabilities for the defined-benefit pension plans at June 30, 20172018 and the prior-year end.December 31, 2017.
Pension Liability
June 30,
2017
 December 31, 2016June 30,
2018
 December 31, 2017
Funded defined benefit pension$469,357
 $449,613
$509,965
 $518,141
SERP(1) (Active)
76,377
 74,687
SERP(1) (Closed)
2,845
 3,222
SERPs(1)
85,382
 84,465
Pension Benefit Obligation$548,579
 $527,522
$595,347
 $602,606
(1)Supplemental executive retirement plan (SERP).
During
The following table includes information regarding the six months endedSERPs at June 30, 2017, the Company made $12 million in cash contributions to the qualified pension plans. Torchmark expects to make total cash contributions to these plans during 2017 in an amount not to exceed $20 million.2018 and December 31, 2017.
With respect to the Company’s active nonqualified noncontributory SERP, life insurance policies on the lives
 June 30,
2018
 December 31, 2017
Premiums paid for insurance coverage$1,047
 $2,050
    
Total investments:   
Company owned life insurance$41,872
 $40,273
Exchange traded funds55,051
 55,442
 $96,923
 $95,715
 
 
Liability:
 
Active plan$82,862
 $81,457
Closed plan2,520
 3,008
 $85,382
 $84,465

Note 9—Earnings Per Share
A reconciliation of plan participants have been established with an unaffiliated carrier to provide for a portion of the Company’s obligations under the plan. These policies along with investments deposited with an unaffiliated trustee were previously placed in a Rabbi Trust to provide for the payment of the plan obligations. At June 30, 2017, the combined value of the insurance policiesbasic and investments in the Rabbi Trust to support plan liabilities were $91 million, compared with $86 million at year end 2016. Since this plandiluted weighted-average shares outstanding is nonqualified and therefore is treated as unfunded, the values of the insurance policies and investments are recorded as Other assets in the Condensed Consolidated Balance Sheets and are not included in the chart of plan assets above.follows:
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
Basic weighted average shares outstanding113,350,175
 116,646,669
 113,762,340
 117,205,467
Weighted average dilutive options outstanding2,301,237
 2,449,882
 2,434,633
 2,554,158
Diluted weighted average shares outstanding115,651,412
 119,096,551
 116,196,973
 119,759,625
Antidilutive shares1,381,686
 1,444,280
 960,753
 1,037,328


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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)



Note 9—Earnings Per Share
A reconciliation of basic and diluted weighted-average shares outstanding is as follows:
 Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 2017 2016
Basic weighted average shares outstanding116,646,669
 120,479,938
 117,205,467
 120,980,372
Weighted average dilutive options outstanding2,449,882
 2,267,910
 2,554,158
 2,055,407
Diluted weighted average shares outstanding119,096,551
 122,747,848
 119,759,625
 123,035,779
Antidilutive shares1,444,280
 
 1,037,328
 18,158

Note 10—Business Segments
Torchmark's reportable segments are based on the insurance product lines it markets and administers: life insurance, health insurance, and annuities. These major product lines are set out as reportable segments because of the common characteristics of products within these categories, comparability of margins, and the similarity in regulatory environment and management techniques. Torchmark's chief operating decision makers evaluate the overall performance of the operations of the Company in accordance with these segments.
Annuity revenue is classified as “Other premium.” Management’s measure of profitability for each insurance segment is insurance underwriting margin, which is underwriting income before other income and insurance administrative expenses. It represents the profit margin on insurance products before administrative expenses, and is calculated by deducting net policy obligations (claims incurred and change in reserves), commissions and other acquisition expenses from premium revenue. Torchmark further views the profitability of each insurance product segment by the marketing groups that distribute the products of that segment: direct response, independent agencies, or captive agencies.
Torchmark’s management prefers to evaluate the performance of its underwriting and investment activities separately, rather than allocating investment income to the underwriting results. As such, the investment function is presented as a stand-alone segment. The investment segment includes the management of the investment portfolio, debt, and cash flow. Management’s measure of profitability for this segment is excess investment income, which is the income earned on the investment portfolio less the required interest on net policy liabilities and financing costs. Financing costs include the interest on Torchmark’s debt. Other income and insurance administrative expense are classified in a separate OtherCorporate and other segment.
The majority of the Company’s required interest on net policy liabilities (benefit reserves less the deferred acquisition cost asset) is not credited to policyholder accounts. Instead, it is an actuarial assumption for discounting cash flows in the computation of benefit reserves and the amortization of the deferred acquisition cost asset. Investment income required to fund the required interest on net policy liabilities is removed from the investment segment and applied to the insurance segments to eliminate the effect of the required interest from the insurance segments. As a result, the investment segment measures net investment income against the required interest on net policy liabilities and financing costs, while the insurance segments simply measure premiums against net policy benefits and expenses. Management believes this presentation facilitates a more meaningful analysis of the Company’s underwriting and investment performance as the underwriting results are based on premiums, claims, and expenses and are not affected by unanticipated fluctuations in investment yields.
 
As noted, Torchmark’s “core operations”core operations are insurance and investment management. The insurance segments issue policies for which premiums are collected for the eventual payment of policy benefits. In addition to policy benefits, operating expenses are incurred including acquisition costs, administrative expenses, and taxes. Because life and health contracts can be long term, premium receipts in excess of current expenses are invested. Investment activities, conducted by the investment segment, focus on seeking quality investments with a yield and term appropriate to support the insurance product obligations. These investments generally consist of fixed maturities, and, over the long

20

TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

term, the expected yields are taken into account when setting insurance premium rates and product profitability expectations. As a result, fixed maturities are generally held for long periods to support the liabilities, and Torchmark generally expects to hold investments until maturity. However, dispositions of investments occur from time to time, generally for reasons such as credit concerns, calls by issuers, or other factors.

Since Torchmark does not actively trade investments, realized gains and losses from the disposition and write down of investments are generally incidental to operations and are not considered a material factor in insurance pricing or product profitability. While from time to time these realized gains and losses could be significant to net income in the period in which they occur, they generally have a limited effect on the yield of the total investment portfolio. Further, because the proceeds of the disposals are reinvested in the portfolio, the disposals have little effect on the size of the portfolio as the proceeds of the disposals are reinvested in the portfolio and the income from the reinvestments is included in net investment income. Therefore, management removes realized investment gains and losses from results of core operations when evaluating the performance of the Company. For this reason, these gains and losses are excluded from Torchmark’s operating segments.

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TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

Torchmark accounts for its stock options and restricted stock under current accounting guidance requiring stock options and stock grants to be expensed based on fair value at the time of grant. Management considers stock compensation expense to be an expense of the Parent Company. Therefore, stock compensation expense is treated as a corporate expense in Torchmark’s segment analysis.
The following tables set forth a reconciliation of Torchmark’s revenues and operations by segment to its pretaxpre-tax income and each significant line item in its Condensed Consolidated Statements of Operations.


21

TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

Reconciliation of Segment Operating Information to the Condensed Consolidated Statement of Operations
             
Three Months Ended June 30, 2017Three Months Ended June 30, 2018
Life Health Annuity Investment Other &
Corporate
 Adjustments  ConsolidatedLife Health Annuity Investment Corporate & Other Adjustments  Consolidated
Revenue:                          
Premium$573,836
 $242,775
 $3
       $816,614
$602,534
 $251,440
 $5
       $853,979
Net investment income      $212,776
     212,776
      $218,568
     218,568
Other income        $427
 $(34) (2)393
        $441
 $(25) (2)416
Total revenue573,836
 242,775
 3
 212,776
 427
 (34) 1,029,783
602,534
 251,440
 5
 218,568
 441
 (25) 1,072,963
Expenses:                          
Policy benefits388,765
 156,579
 8,977
     2,094
 (3)556,415
399,334
 160,461
 8,582
     

 
568,377
Required interest on reserves(150,652) (19,267) (12,394) 182,313
     
(158,101) (20,726) (11,885) 190,712
     
Required interest on DAC46,213
 5,840
 174
 (52,227)     
48,275
 6,079
 150
 (54,504)     
Amortization of acquisition costs98,473
 23,016
 632
       122,121
104,599
 23,892
 586
       129,077
Commissions, premium taxes, and non-deferred acquisition costs43,708
 21,351
 7
     (34) (2)65,032
47,250
 22,196
 6
     (25) (2)69,427
Insurance administrative expense (1)
        51,412
 

 
51,412
        55,276
 

 
55,276
Parent expense        2,665
   2,665
        2,847
   2,847
Stock compensation expense        8,351
   8,351
Stock-based compensation expense        10,497
   10,497
Interest expense      21,156
     21,156
      22,411
     22,411
Total expenses426,507
 187,519
 (2,604) 151,242
 62,428
 2,060
 827,152
441,357
 191,902
 (2,561) 158,619
 68,620
 (25) 857,912
Subtotal147,329
 55,256
 2,607
 61,534
 (62,001) (2,094) 202,631
161,177
 59,538
 2,566
 59,949
 (68,179) 
 215,051
Non-operating items          2,094
 (3)2,094
          
 

Measure of segment profitability (pretax)$147,329
 $55,256
 $2,607
 $61,534
 $(62,001) $
 204,725
$161,177
 $59,538
 $2,566
 $59,949
 $(68,179) $
 215,051
Deduct applicable income taxesDeduct applicable income taxes (62,543)Deduct applicable income taxes (39,991)
Segment profits after tax 142,182
Net operating incomeNet operating income 175,060
Add back income taxes applicable to segment profitabilityAdd back income taxes applicable to segment profitability 62,543
Add back income taxes applicable to segment profitability 39,991
Add (deduct) realized investment gains (losses)Add (deduct) realized investment gains (losses) 
   
(705)Add (deduct) realized investment gains (losses) 
   
11,813
Add (deduct) administrative settlements (3)
 (2,094)
Pretax income from continuing operations per Condensed Consolidated Statements of Operations 
   
$201,926
Income before income taxes per Condensed Consolidated Statement of Operations
Income before income taxes per Condensed Consolidated Statement of Operations
 
   
$226,864

(1) Administrative expense is not allocated to insurance segments.
(2) Elimination of intersegment commission.
(3) Administrative settlements.
(1)Administrative expense is not allocated to insurance segments.
(2)Elimination of intersegment commission.


22

Table of Contents25
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

 Three Months Ended June 30, 2016
 Life Health Annuity Investment Other &
Corporate
 Adjustments  Consolidated
Revenue:              
Premium$548,590
 $237,252
 $13
        $785,855
Net investment income      $201,642
      201,642
Other income        $422
 $(40) (2)382
Total revenue548,590
 237,252
 13

201,642
 422
 (40)  987,879
Expenses:              
Policy benefits369,342
 153,261
 8,882
        531,485
Required interest on reserves(143,625) (18,251) (12,506) 174,382
      
Required interest on DAC44,476
 5,766
 205
 (50,447)      
Amortization of acquisition costs93,663
 22,102
 1,480
        117,245
Commissions, premium taxes, and non-deferred acquisition costs41,130
 21,753
 11
     (40) (2)62,854
Insurance administrative expense (1)
        48,413
    48,413
Parent expense        2,379
    2,379
Stock compensation expense        7,054
    7,054
Interest expense      23,110
      23,110
Total expenses404,986
 184,631
 (1,928) 147,045
 57,846
 (40)  792,540
Subtotal143,604
 52,621
 1,941
 54,597
 (57,424) 
  195,339
Non-operating items          
  
Measure of segment profitability (pretax)$143,604
 $52,621
 $1,941
 $54,597
 $(57,424) $
  195,339
Deduct applicable income taxes  (58,649)
Segment profits after tax  136,690
Add back income taxes applicable to segment profitability  58,649
Add (deduct) realized investment gains (losses) 
   
4,005
Pretax income from continuing operations per Condensed Consolidated Statements of Operations 
   
$199,344

(1) Administrative expense is not allocated to insurance segments.
(2) Elimination of intersegment commission.


23                                 TMK 2018 FORM 10-Q QTR 2

Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)


             
Six Months Ended June 30, 2017Three Months Ended June 30, 2017
Life Health Annuity Investment Other &
Corporate
 Adjustments 
  
ConsolidatedLife Health Annuity Investment Corporate & Other Adjustments  Consolidated
Revenue:                          
Premium$1,149,673
 $487,566
 $6
 
 
 

 
$1,637,245
$573,836
 $242,775
 $3
       $816,614
Net investment income
 
 
 $421,058
 
 

 
421,058
      $212,776
     212,776
Other income
 
 
 
 $878
 $(69) (2)809
        $427
 $(34) (2)393
Total revenue1,149,673
 487,566
 6
 421,058
 878
 (69) 
2,059,112
573,836
 242,775
 3

212,776
 427
 (34) 1,029,783
Expenses:                          
Policy benefits779,844
 314,330
 17,923
 
 
 2,094
 (3)1,114,191
388,765
 156,579
 8,977
     2,094
 (3)556,415
Required interest on reserves(299,477) (38,242) (24,812) 362,531
 
 
 

(150,652) (19,267) (12,394) 182,313
     
Required interest on DAC92,149
 11,649
 352
 (104,150) 
 
 

46,213
 5,840
 174
 (52,227)     
Amortization of acquisition costs198,378
 48,343
 1,308
 
 
 
 
248,029
98,473
 23,016
 632
       122,121
Commissions, premium taxes, and non-deferred acquisition costs87,346
 42,853
 18
 

 

 (69) (2)130,148
43,708
 21,351
 7
     (34) (2)65,032
Insurance administrative expense (1)


 

 

 

 103,325
 

 
103,325
        51,412
 

 51,412
Parent expense

 

 

 

 4,898
 

 
4,898
        2,665
   2,665
Stock compensation expense

 

 

 

 16,546
 

 
16,546
Stock-based compensation expense        8,351
   8,351
Interest expense

 

 

 41,855
 

 

 
41,855
      21,156
     21,156
Total expenses858,240
 378,933
 (5,211) 300,236
 124,769
 2,025
 1,658,992
426,507
 187,519
 (2,604) 151,242
 62,428
 2,060
 827,152
Subtotal291,433
 108,633
 5,217
 120,822
 (123,891) (2,094) 400,120
147,329
 55,256
 2,607
 61,534
 (62,001) (2,094) 202,631
Non-operating items          2,094
 (3)2,094
          2,094
 (3)2,094
Measure of segment profitability (pretax)$291,433
 $108,633
 $5,217
 $120,822
 $(123,891) $
 402,214
$147,329
 $55,256
 $2,607
 $61,534
 $(62,001) $
 204,725
Deduct applicable income taxesDeduct applicable income taxes (121,361)Deduct applicable income taxes (62,543)
Segment profits after tax 280,853
Net operating incomeNet operating income 142,182
Add back income taxes applicable to segment profitabilityAdd back income taxes applicable to segment profitability 121,361
Add back income taxes applicable to segment profitability 62,543
Add (deduct) realized investment gains (losses)Add (deduct) realized investment gains (losses) 
   
(6,453)Add (deduct) realized investment gains (losses) 
   
(705)
Add (deduct) administrative settlements (3)
Add (deduct) administrative settlements (3)
 (2,094)
Add (deduct) administrative settlements(3)
 (2,094)
Pretax income from continuing operations per Condensed Consolidated Statements of Operations 
   
$393,667
Income before income taxes per Condensed Consolidated Statement of Operations
Income before income taxes per Condensed Consolidated Statement of Operations
 
   
$201,926

(1)Administrative expense is not allocated to insurance segments.
(2)Elimination of intersegment commission.
(3)Administrative settlements.


(1) Administrative expense is not allocated to insurance segments.
(2) Elimination of intersegment commission.
(3) Administrative settlements.








2426
                                 TMK 2018 FORM 10-Q QTR 2

Table of Contents
TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

Six Months Ended June 30, 2016Six Months Ended June 30, 2018
Life Health Annuity Investment Other &
Corporate
 Adjustments  ConsolidatedLife Health Annuity Investment Corporate & Other Adjustments 
  
Consolidated
Revenue:                          
Premium$1,092,741
 $472,949
 $25
       
$1,565,715
$1,200,837
 $503,238
 $10
 
 
 

 
$1,704,085
Net investment income

 

 

 $398,695
     
398,695

 
 
 $436,652
 
 

 
436,652
Other income

 

 

 

 $887
 $(84) (2)803

 
 
 
 $764
 $(53) (2)711
Total revenue1,092,741
 472,949
 25
 398,695
 887
 (84) 1,965,213
1,200,837
 503,238
 10
 436,652
 764
 (53) 
2,141,448
Expenses:                          
Policy benefits732,202
 306,036
 18,220
 

 

 

 
1,056,458
799,915
 321,080
 17,271
 
 
 

 
1,138,266
Required interest on reserves(285,636) (36,327) (25,598) 347,561
 

 

 

(314,315) (41,130) (23,902) 379,347
 
 
 

Required interest on DAC88,678
 11,508
 429
��(100,615) 

 

 

96,219
 12,092
 303
 (108,614) 
 
 

Amortization of acquisition costs188,202
 44,467
 3,382
 

 

 

 
236,051
208,376
 49,149
 1,172
 
 
 
 
258,697
Commissions, premium taxes, and non-deferred acquisition costs81,391
 43,129
 20
 

 

 (84) (2)124,456
94,644
 44,461
 14
 

 

 (53) (2)139,066
Insurance administrative expense (1)


 

 

 

 96,881
 

 
96,881


 

 

 

 110,748
 

 
110,748
Parent expense

 

 

 

 4,405
 

 
4,405


 

 

 

 5,139
 

 
5,139
Stock compensation expense

 

 

 

 13,989
 

 
13,989
Stock-based compensation expense

 

 

 

 19,557
 

 
19,557
Interest expense

 

 

 42,479
 

 

 
42,479


 

 

 44,033
 

 

 
44,033
Total expenses804,837
 368,813
 (3,547)
289,425
 115,275
 (84) 1,574,719
884,839
 385,652
 (5,142) 314,766
 135,444
 (53) 1,715,506
Subtotal287,904
 104,136
 3,572
 109,270
 (114,388) 
 390,494
315,998
 117,586
 5,152
 121,886
 (134,680) 
 425,942
Non-operating items          
 
          
 

Measure of segment profitability (pretax)$287,904
 $104,136
 $3,572
 $109,270
 $(114,388) $
 390,494
$315,998
 $117,586
 $5,152
 $121,886
 $(134,680) $
 425,942
Deduct applicable income taxesDeduct applicable income taxes (120,420)Deduct applicable income taxes (78,712)
Segment profits after tax 270,074
Net operating incomeNet operating income 347,230
Add back income taxes applicable to segment profitabilityAdd back income taxes applicable to segment profitability 120,420
Add back income taxes applicable to segment profitability 78,712
Add (deduct) realized investment gains (losses)Add (deduct) realized investment gains (losses)   4,298
Add (deduct) realized investment gains (losses) 
   
13,764
Pretax income from continuing operations per Condensed Consolidated Statements of Operations   $394,792
Income before income taxes per Condensed Consolidated Statements of Operations
Income before income taxes per Condensed Consolidated Statements of Operations
 
   
$439,706

(1) Administrative expense is not allocated to insurance segments.
(2)
(1)Administrative expense is not allocated to insurance segments.
(2)Elimination of intersegment commission.






2527
                                 TMK 2018 FORM 10-Q QTR 2

TORCHMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)

Note 10—Business Segments (continued)

The following table summarizes the measures of segment profitability for comparison. It also reconciles segment profits to net income.
Analysis of Profitability by Segment
 Three Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 2017 2016 2017 2016
Life insurance underwriting margin$147,329
 $143,604
 $291,433
 $287,904
Health insurance underwriting margin55,256
 52,621
 108,633
 104,136
Annuity underwriting margin2,607
 1,941
 5,217
 3,572
Excess investment income61,534
 54,597
 120,822
 109,270
Other insurance:       
Other income427
 422
 878
 887
Administrative expense(51,412) (48,413) (103,325) (96,881)
Corporate and adjustments(11,016) (9,433) (21,444) (18,394)
Segment profits before tax204,725
 195,339
 402,214
 390,494
Applicable taxes(62,543) (58,649) (121,361) (120,420)
Segment profits after tax142,182
 136,690
 280,853
 270,074
Discontinued operations (after tax)(90) (865) (3,727) (10,406)
Net operating income142,092
 135,825
 277,126
 259,668
Reconciling items, net of tax:       
Realized gains (losses)—investments (after tax)(458) 2,604
 (1,951) 2,794
Administrative settlements (after tax)(1,361) 
 (1,361) 
Net income$140,273
 $138,429
 $273,814
 $262,462
 Six Months Ended June 30, 2017
 Life Health Annuity Investment Corporate & Other Adjustments  Consolidated
Revenue:              
Premium$1,149,673
 $487,566
 $6
       
$1,637,245
Net investment income

 

 

 $421,058
     
421,058
Other income

 

 

 

 $878
 $(69) (2)809
Total revenue1,149,673
 487,566
 6
 421,058
 878
 (69)  2,059,112
Expenses:              
Policy benefits779,844
 314,330
 17,923
 

 

 2,094
 (3)1,114,191
Required interest on reserves(299,477) (38,242) (24,812) 362,531
 

 

 

Required interest on DAC92,149
 11,649
 352
 (104,150) 

 

 

Amortization of acquisition costs198,378
 48,343
 1,308
 

 

 

 
248,029
Commissions, premium taxes, and non-deferred acquisition costs87,346
 42,853
 18
 

 

 (69) (2)130,148
Insurance administrative expense(1)


 

 

 

 103,325
 

 
103,325
Parent expense

 

 

 

 4,898
 

 
4,898
Stock-based compensation expense

 

 

 

 16,546
 

 
16,546
Interest expense

 

 

 41,855
 

 

 
41,855
Total expenses858,240
 378,933
 (5,211)
300,236
 124,769
 2,025
  1,658,992
Subtotal291,433
 108,633
 5,217
 120,822
 (123,891) (2,094)  400,120
Non-operating items          2,094
 (3)2,094
Measure of segment profitability (pretax)$291,433
 $108,633
 $5,217
 $120,822
 $(123,891) $
  402,214
Deduct applicable income taxes  (121,361)
Net operating income  280,853
Add back income taxes applicable to segment profitability  121,361
Add (deduct) realized investment gains (losses)   (6,453)
Add (deduct) administrative settlements(3)
  (2,094)
Income before income taxes per Condensed Consolidated Statements of Operations
   $393,667

(1)Administrative expense is not allocated to insurance segments.
(2)Elimination of intersegment commission.
(3)Administrative settlements.








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                                 TMK 2018 FORM 10-Q QTR 2





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations

SummaryHow Torchmark Views Its Operations: Torchmark is the holding company for a group of Operationsinsurance companies which primarily market individual life and supplemental health insurance to middle income households throughout the United States. We view our operations by segments, which are the insurance product lines of life, health, and annuities, and the investment segment that supports the product lines. Segments are aligned based on their common characteristics, comparability of the profit margins, and management techniques used to operate each segment.
Insurance Product Line Segments. . Torchmark’s operations are segmented into its insurance underwriting and investment operations as describedAs fully explained in Note 10—Business Segmentsin the Notes to the Condensed Consolidated Financial Statements. The measures of profitability are useful in evaluating, the performance ofinsurance product line segments involve the segmentsmarketing, underwriting, and the marketing groups within eachadministration of policies. Each product line is further segmented by the various distribution units that market the insurance segment because each of ourpolicies. Each distribution channelsunit operates in a niche market offering insurance products designed for that particular market. InsuranceWhether analyzing profitability of a segment as a whole, or the individual distribution units within the segment, the measure of profitability used by management is the underwriting margin, consistswhich is:
Premium revenue
Less:
Policy obligations
Policy acquisition costs and commissions
Investment Segment. The investment segment involves the management of premium lessour capital resources, including investments and the management of corporate debt and liquidity. Our measure of profitability for the investment segment is excess investment income, which is:
Net investment income
Less:
Required interest on net policy obligations, commissions and other acquisition expenses. These measures enable management to view period-to-period trends, and to make informed decisions regarding future courses of action.liabilities
Financing costs

The tables in Note 1010—Business Segments demonstrate how the measures of profitability are determined. Those tables also reconcile ourTorchmark’s revenues and expenses by segment to its major income statement line items for the three month and six month periods ended June 30, 2017 and 2016. Additionally, a table in that note, items.Analysis
















29
                                 TMK 2018 FORM 10-Q QTR 2

We use three statistical measures as indicators of future premium growth: “annualized premium in force", "net sales", and “first-year collected premium.” Annualized premium in force is defined as the premium income that would be received over the following twelve months at any given date on all active policies if those policies remain in force throughout the twelve month period. Annualized premium in force is an indicator of potential growth in premium revenue. Annualized premium issued is the gross premium that would be received during the policies’ first year in force, assuming that none of the policies lapsed or terminated. Net sales is defined as annualized premium issued, net of cancellations in the first thirty days after issue, except for Globe Life Direct Response, where net sales is annualized premium issued at the time the first full premium is paid after any introductory offer has expired. Although lapses and terminations will occur, we believe that net sales is a useful indicator of the rate of acceleration of premium growth. First-year collected premium is the premium collected during the reporting period for all policies in their first policy year. First-year collected premium takes lapses into account in the first policy year when lapses are more likely to occur, and thus is a useful indicator of how much new premium is expected to be added to premium income in the future.



A discussion of operations by each segment follows later in this report. These discussions compare the first six months of 2017 with the same period of 2016, unless otherwise noted. The following discussions are presented in the manner we view our operations, as described in Note 10.
Current Highlights, comparing the first six months of 20172018 with the first six months of 2016.2017.
Net income as a return on equity (ROE) was 12.2%(1) and net operating income as an ROE, excluding net unrealized gains on the fixed maturity portfolio was 14.6%(2).

Total premium increased 4% over the prior year to $1.7 billion. Life premium increased 4% over the prior year to $1.2 billion. Life underwriting margin increased 8% from $291 million in 2017 to $316 million in 2018.

Through June 30, 2018, the Company repurchased 2 million shares at a total cost of $174 million for an average share price of $85.41.

The following represents net income and net operating income for the six months ended June 30, 2018 and 2017.
a10qchart0718netincome1.jpga10qchart0718netopincome1.jpg

(1)
In 2017, new tax legislation revised the corporate income tax rate from 35% to 21% effective January 1, 2018. See Note 5—Income Taxes for further discussion. In 2018, income tax expense was calculated based on the 21% rate as compared with a 35% rate for 2017.
(2)Net operating income as an ROE, excluding net unrealized gains on the fixed maturity portfolio, is considered a non-GAAP measure. Management utilizes this measure to view the business without the effect of the unrealized gains or losses which are primarily attributable to fluctuation in interest rates on the available-for-sale portfolio.

Summary of Operations. Net income per diluted common share increased8% 31% to $2.29$358 million from $2.13.$274 million. This increase was primarily related to the tax reform enacted in 2017 which reduced corporate income tax rates. Included in net income were after-tax realized gains of $11 million in 2018, compared with realized after-tax losses of $2.0 million in 2017compared with gains of $2.8$2 million for the same period in2016. 2017. On a diluted per common share basis, net income per common share for the six months ended June 30, 2018 increased 34% from $2.29 to $3.08. The per share results have exceeded the growth in dollar amounts due to our share repurchase program. Realized gains and losses are presented more fully under the caption Realized Gains and Losses in this report.
Net operating income from continuing operations is the consolidated total of segment profits after tax and as such is considered a non-GAAP measure. Net income is the most directly comparable GAAP measure. See Note 10—Business Segments for a discussion of the usefulness and purpose of this measure. Net operating income from continuing operations increased 4%24% or $10.8$66 million to $281$347 million for the six months ended June 30, 20172018 compared with $270$281 million for the same 20162017 period.
Total premium income rose 5% in 2017 to $1.6 billion. Total net sales increased 2% to $284 million, when compared with the same period in 2016. First-year collected premium was $225 million for the 2017 period, compared with $227 million for the 2016 period.
Life insurance premium income grew 5% to $1.1 billion. Life net sales were flat when compared with the same period in 2016. First-year collected life premium grew 1% during the first six months of 2017 to $160 million over the same period in 2016. Life underwriting margin as a percentage of premium was down to 25% from 26% as a result of higher Globe Life Direct Response policy obligations. Underwriting income increased 1% to $291 million when compared with the same period in 2016.
Health insurance premium income increased 3% to $488 million over the prior year total of $473 million. Health net sales rose 8% to $70 million for the six month period. First-year collected health premium fell 4% to $66 million. Health margins were flat at 22%. Underwriting income increased 4% to $109 million for the first six months of 2017.
Insurance administrative expenses were up 6.7% in 2017 when compared with the prior year period. These expenses were 6.3% as a percentage of premium during the first six months of 2017 compared with 6.2% a year earlier. The

2730
                                 TMK 2018 FORM 10-Q QTR 2





Torchmark's operations on a segment-by-segment basis are discussed in depth below. The life insurance segment is our strongest segment and is the largest contributor to earnings in each year presented.

Analysis of Profitability by Segment
(Dollar amounts in thousands)
 Six Months Ended 
 June 30,
 2018 2017 Change %
Life insurance underwriting margin$315,998
 $291,433
 $24,565
 8
Health insurance underwriting margin117,586
 108,633
 8,953
 8
Annuity underwriting margin5,152
 5,217
 (65) (1)
Excess investment income121,886
 120,822
 1,064
 1
Other insurance:       
Other income764
 878
 (114) (13)
Administrative expense(110,748) (103,325) (7,423) 7
Corporate and other(24,696) (21,444) (3,252) 15
Pre-tax total425,942
 402,214
 23,728
 6
Applicable taxes(78,712) (121,361) 42,649
 (35)
Net operating income347,230
 280,853
 66,377
 24
Reconciling items, net of tax:    
  
Realized gains (losses)10,874
 (1,951) 12,825
  
Part D adjustment - discontinued operations(79) (3,727) 3,648
  
Administrative settlements
 (1,361) 1,361
  
Net income$358,025
 $273,814
 $84,211
 31
Total premium income rose 4% for the six months ended June 30, 2018 to $1.7 billion. Total net sales increased 2% to $289 million, when compared with the same period in 2017. First-year collected premium was $232 million for the 2018 period, compared with $225 million for the 2017 period.
Life insurance premium income increased 4% to $1.2 billion over the prior year total of $1.1 billion. Life net sales fell 1% to $213 million for the six month period of 2018. First-year collected life premium rose 1% to $161 million. Life underwriting margins, as a percent of premium, increased to 26% in 2018 from 25% in the prior year period. Underwriting income increased to $316 million for the first six months of 2018, 8% over the same period in 2017.
Health insurance premium income increased 3% to $503 million over the prior year total of $488 million. Health net sales rose 9% to $77 million for the six month period of 2018. First-year collected health premium rose 8% to $71 million. Health underwriting margins, as a percent of premium, increased to 23% in 2018 from 22% in the prior year period. Underwriting income increased to $118 million for the first six months of 2018, 8% over the same period in 2017.
Excess investment income, the measure of profitability of our investment segment, increased 1% during the first six months of 2018 to $122 million from $121 million in the same period in 2017. Growth in excess investment income continues to be impeded by investing at yields lower than the yield on dispositions and the average yield. Excess investment income per common share, reflecting the impact of our share repurchase program, increased 4% in 2018 to $1.05 from $1.01 in the same period last year.
Insurance administrative expenses were up 7.2% in 2018 when compared with the prior year period. These expenses were 6.5% as a percentage of premium during the first six months of 2018 compared with 6.3% a year earlier. The increase in administrative expenses was primarily due to an increase in pension and other employee costs and investments in information technology.
Excess investment income is defined as net investment income less the required interest on net policy liabilities and the interest cost associated with capital funding or “financing costs”. Excess investment income per diluted common share is an important measure to management. Refer to the Excess Investment Income section

31
                                 TMK 2018 FORM 10-Q QTR 2

In the first six months of 2017, we invested new money in fixed maturity securities at an effective annual yield of 4.91%, compared with 4.87% in the same period of 2016. These new investments had an average rating of BBB+ and an average life to maturity of twenty-two years. Approximately 95% of the fixed-maturity portfolio at amortized cost was investment grade at June 30, 2017. Cash and short-term investments were $192 million at that date, compared with $148 million at December 31, 2016.
The net unrealized gain position in our fixed maturity portfolio grew from $1.1 billion at December 31, 2016 to $1.7 billion during the first six months of 2017 due primarily to changes in market interest rates.


Share Repurchases. We have an on-going share repurchase program which began in 1986 whichthat is reviewed quarterly and is reaffirmed by the Board of Directors on an annual basis. The program was reaffirmed on [ August 7, 2017.2018.] With no specified authorization amount, we determine the amount of repurchases based on the amount of our excess cash flow, general market conditions, and other alternative uses. These purchases are made at the Parent Company with excess cash flow. Excess cash flow is primarily made up of cash received from the insurance subsidiaries less dividends paid to shareholders and interest paid on our debt. See further discussion in the Capital Resources section below. Share purchases are also made with the proceeds from option exercises by current and former employees in order to reduce dilution. The following chart summarizes share purchases for the six month periods ended June 30, 20172018 and 2016.2017.

Analysis of Share Purchases
(Amounts in thousands, except per share data)

Six Months Ended June 30,Six Months Ended June 30,
2017 20162018 2017
Shares Amount Average
Price
 Shares Amount Average
Price
Shares Amount Average
Price
 Shares Amount Average
Price
Purchases with:
 
 
 
 
 
           
Excess cash flow at the Parent Company2,147
 $163,216
 $76.03
 2,940
 $163,079
 $55.46
2,042
 $174,388
 $85.41
 2,147
 $163,216
 $76.03
Option exercise proceeds528
 40,540
 76.78
 685
 39,896
 58.27
367
 32,201
 87.64
 528
 40,540
 76.78
Total2,675
 $203,756
 $76.18
 3,625
 $202,975
 $55.99
2,409
 $206,589
 $85.75
 2,675
 $203,756
 $76.18
Throughout the remainder of this discussion, share purchases will only refer to those made from excess cash flow.flow at the Parent Company.



28

Table of Contents




A detailed discussion of our operations by component segment follows.
Life insurance, comparing the first six months of 20172018 with the first six months of 20162017. Life insurance is our predominant segment, representing 70% of premium income and 72% of insurance underwriting margin in the first six months of 2017.2018. In addition, investments supporting the reserves for life business generate the majority of excess investment income attributable to the investment segment. Life insurance

We use three statistical measures as indicators of premium growth and sales over the near term: “annualized premium in force,” “net sales,” and “first-year collected premium.”

Annualized premium in force is defined as the premium income increased 5%that would be received over the following twelve months at any given date on all active policies if those policies remain in force throughout the twelve-month period. Annualized premium in force is an indicator of potential growth in premium revenue.

Net sales is annualized premium issued (Gross premium that would be received during the policies' first year in force and assuming that none of the policies lapsed or terminated.), net of cancellations in the first thirty days after issue, except in the case of Globe Life Direct Response where net sales is annualized premium issued at the time the first full premium is paid after any introductory offer period has expired. We believe that net sales is a better indicator of the rate of premium growth as compared to $1.1 billion. annualized premium issued.

First-year collected premium is defined as the premium collected during the reporting period for all policies in their first policy year. First-year collected premium takes lapses into account in the first year when lapses are more likely to occur, and thus is a useful indicator of how much new premium is expected to be added to premium income in the future.


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The following table presents the summary of results for life insurance.
Life Insurance
Summary of Results
(Dollar amounts in thousands) 
 Six Months Ended June 30, Increase
 2018 2017 (Decrease)
 Amount % of
Premium
 Amount % of
Premium
 Amount %
Premium and policy charges$1,200,837
 100
 $1,149,673
 100
 $51,164
 4
            
Policy obligations799,915
 67
 779,844
 68
 20,071
 3
Required interest on reserves(314,315) (26) (299,477) (26) (14,838) 5
Net policy obligations485,600
 41
 480,367
 42
 5,233
 1
Commissions, premium taxes, and non-deferred acquisition expenses94,644
 8
 87,346
 8
 7,298
 8
Amortization of acquisition costs304,595
 25
 290,527
 25
 14,068
 5
Total expense884,839
 74
 858,240
 75
 26,599
 3
Insurance underwriting margin before other income and administrative expenses$315,998
 26
 $291,433
 25
 $24,565
 8

The following table presents Torchmark’s life insurance premium by distribution channel.
Life Insurance
Premium by Distribution Channel
(Dollar amounts in thousands)
Six Months Ended June 30,
IncreaseSix Months Ended June 30, Increase
2017
2016
(Decrease)2018 2017 (Decrease)
Amount
% of
Total

Amount
% of
Total

Amount
%Amount % of
Total
 Amount % of
Total
 Amount
%
American Income Exclusive Agency$488,469
 42 $446,643
 41 $41,826
 9
$532,188
 44 $488,469
 42 $43,719
 9
Globe Life Direct Response413,782
 36 398,608
 37 15,174
 4
420,832
 35 413,782
 36 7,050
 2
Liberty National Exclusive Agency137,076
 12 135,600
 12 1,476
 1
139,017
 12 137,076
 12 1,941
 1
Other Agencies110,346
 10 111,890
 10 (1,544) (1)108,800
 9 110,346
 10 (1,546) (1)
Total Life Premium$1,149,673
 100 $1,092,741
 100 $56,932
 5
Total$1,200,837
 100 $1,149,673
 100 $51,164
 4
Net
Annualized life premium in force was $2.4 billion at June 30, 2018, an increase of 4% over $2.3 billion a year earlier.


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An analysis of life net sales, an indicator of new business production, were flat when compared with the same period in 2016. An analysis of life net sales by distribution channel is presented below.
Life Insurance
Net Sales
(Dollar amounts in thousands)
Life Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)
Life Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)
Six Months Ended June 30,
IncreaseSix Months Ended June 30, Increase
2017 2016 (Decrease)2018 2017 (Decrease)
Amount % of
Total
 Amount % of
Total
 Amount %Amount % of
Total
 Amount % of
Total
 Amount %
American Income Exclusive Agency$110,151
 52 $105,601
 50 $4,550
 4
$114,771
 54 $110,151
 52 $4,620
 4
Globe Life Direct Response75,725
 35 81,611
 38 (5,886) (7)67,223
 32 75,725
 35 (8,502) (11)
Liberty National Exclusive Agency22,713
 11 19,872
 9 2,841
 14
24,230
 11 22,713
 11 1,517
 7
Other Agencies5,149
 2 6,415
 3 (1,266) (20)6,336
 3 5,149
 2 1,187
 23
Total Life Net Sales$213,738
 100 $213,499
 100 $239
 
Total$212,560
 100 $213,738
 100 $(1,178) (1)

First-year collected life premium, defined earlier in this report, was $160 million in the 2017 period, rising 1% over the same period in 2016. First-year collected life premium by distribution channel is presented in the table below. 
Life Insurance
First-Year Collected Premium
(Dollar amounts in thousands)
 Six Months Ended June 30,
Increase
 2017
2016
(Decrease)
 Amount
% of
Total

Amount
% of
Total

Amount
%
American Income Exclusive Agency$89,723
 56 $85,866
 54 $3,857
 4
Globe Life Direct Response48,838
 31 52,345
 33 (3,507) (7)
Liberty National Exclusive Agency16,163
 10 14,350
 9 1,813
 13
Other Agencies5,016
 3 5,956
 4 (940) (16)
Total$159,740
 100 $158,517
 100 $1,223
 1

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Life Insurance
First-Year Collected Premium by Distribution Channel
(Dollar amounts in thousands)
 Six Months Ended June 30, Increase
 2018 2017 (Decrease)
 Amount % of
Total
 Amount % of
Total
 Amount
%
American Income Exclusive Agency$95,592
 59 $89,723
 56 $5,869
 7
Globe Life Direct Response42,573
 27 48,838
 31 (6,265) (13)
Liberty National Exclusive Agency17,933
 11 16,163
 10 1,770
 11
Other Agencies4,713
 3 5,016
 3 (303) (6)
Total$160,811
 100 $159,740
 100 $1,071
 1

The American Income Exclusive Agency has historically marketed primarily to members of labor unions. While labor unions are still the core market for this agency, American Income has diversified in recent years by focusing heavily on referrals and other affinity groups, third party internet vendor leads, and referrals to help ensure sustainable growth. This agency is theTorchmark’s largest contributor to life premium and underwriting marginat 44% of any distribution channel.Torchmark’s 2018 year-to-date total. This groupagency produced premium income during the first six months of $488$532 million, an increase of 9%. over the comparable prior year period of $488 million. First-year collected premium was $90$96 million, an increase of 4%7%. Net sales roseincreased 4% to $115 million in 2018 over the 2017 total of $110 million. SalesOver the long-term, sales growth in our exclusive agencies is generally dependent on growth in the size of the agency force. The American Income Exclusive Agency's average agent count increased 7%1% to 6,8616,922 for the six months ended June 30, 20172018, compared with 6,4036,861 for the same period in 2016.2017. As is the case with all Torchmark agencies, the average agent count is based on the actual count at the end of each week during the period.
The American Income Exclusive Agency has been focusingcontinues to focus on growing and strengthening middle management to support sustainable growth of the agency force. To accomplish this, the agency has placedplaces an increased emphasis on agent training programs and financial incentives that appropriately reward agents at all levels for helping develop and train its agents, including more home-office and webinar training programs. These programs are designed to provide each agent, from new recruits to top level managers, coaching and instruction specifically designed for their level of experience and responsibility. We are also makinghave made considerable investments in information technology in support of the agency, which are expectedincluding the launching of a lead mapping and management tool to the agency force. We anticipate this tool will help the agency enhance overallagent productivity of agents and improve agent retention.

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The Globe Life Direct Response Unit unit offers adult and juvenile life insurance through a variety of direct-to-consumer marketing approaches, which include direct mailings, insert media, and electronic media. These different approaches support and complement one another in the unit’s efforts to reach the consumer. The Globe Life Direct Response channel’s growth has been fueled over the years has been fueled by constant innovation. In recent years, electronic media production has grown rapidly as management has aggressively increased marketing activities related to internet and mobile technology, and has focused on driving traffic to anthe inbound call center. We continually introduce new initiatives in this unit in an attempt to increase response rates.
While the juvenile market is an important source of sales, it also is a vehicle to reach the parents and grandparents of juvenile policyholders, who are more likely to respond favorably to a Globe Life Direct Response solicitation for life coverage on themselves than is the general adult population. Also, both juvenile policyholders and their parents are low acquisition-cost targets for sales of additional coverage over time.
Globe Life Direct Response’s life premium income rose 4%2% to $414$421 million, representing 36%35% of Torchmark’s total life premium in the first six months of 2017.2018. Net sales of $76 million for this group decreased 7%.11% due to operational changes designed to maximize profitability on new business. We expect the decline in sales to moderate over the remainder of 2018. First-year collected premium decreased 7%13% to $49$43 million. The underwriting margin, as a percent of premium, was 16.5%, up from 14.2% in the six months ended June 30, 2017. This unit has experienced declining underwriting marginsincrease was primarily attributable to favorable claims in recent periods primarily duethe first six months compared to higher mortality experience for certain issue years than was originally expected whenhigher-than-normal winter claims in the policies were issued, resultingsame period in higher policy obligations. As previously noted, we are refining our marketing efforts in order to improve our underwriting profit. The sales and first-year collected premium declines were expected as we have refined our marketing efforts in a manner intended to optimize underwriting profits.2017.
The Liberty National Exclusive Agency markets individual and group life insurance to middle-income customers. Life premium income for this agency was $137$139 million in the first six months of 20172018 compared with $136$137 million for the same period in 2016. First-year collected premium increased 13% to $16 million.2017. Net sales for the Liberty National Agency increased 14%7% to $23$24 million. The continued increases in first-yearnet sales reflect changes in the structure of the agency that were put in place several years ago. Recent growth in middle management within the agency will help continue this growth. First-year collected premium increased 11% to $18 million. The underwriting margin as a percent of premium was 24%, down from 27% for the six months ended June 30, 2017. The decrease is attributed to the runoff of older business with higher margins and net sales arehigher acquisition costs related to technology and other investments supporting the largest percentage increasesgrowth of any of Torchmark's life distribution channels.new business.
The Liberty National average agent count increased 17%12% to 1,9122,136 for the six months ended June 30, 20172018 compared with 1,6411,912 for the same period in 2016.2017. We continue to execute our long term plan to grow this agency through expansion from small townsmall-town markets in the southeast to more densely populated areas with larger pools of potential agent recruits and customers. ExpansionContinued expansion of this agency’s presence into more heavily populated, less-penetrated areas will help create long term agency growth. Additionally, ourthe agency's prospecting training program has helpedcontinues to help improve the ability of agents to develop new worksite marketing business.
The Other Agencies distribution channels primarily include independent agencies selling predominantly life insurance. The Other Agencies contributed $110$109 million of life premium income, or 10%9% of Torchmark’s total in the first six months of 2017,2018, but contributed only 2%3% of net sales for the period.

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Life Insurance
Summary of Results
(Dollar amounts in thousands)
 
 Six Months Ended June 30, Increase
 2017
2016 (Decrease)
 Amount % of
Premium
 Amount % of
Premium
 Amount
%
Premium and policy charges$1,149,673
 100 $1,092,741
 100 $56,932
 5
Net policy obligations480,367
 42 446,566
 41 33,801
 8
Commissions and acquisition expense377,873
 33 358,271
 33 19,602
 5
Insurance underwriting income before other income and administrative expense$291,433
 25 $287,904
 26 $3,529
 1
Life insurance underwriting income before insurance administrative expense was $291 million in the first six months of 2017, compared with $288 million for the same period in 2016. As a percentage of premium, underwriting margins declined to 25% from 26%. The decrease in underwriting margin as a percentage of premium was due to the higher Globe Life Direct Response net policy obligations previously discussed.
Health insurance, comparing the first six months of 20172018 with the first six months of 2016.2017. Health insurance sold by Torchmark includes primarily Medicare Supplement insurance and limited-benefit plans (e.g. dread disease and critical illness coverage, accident coverage, and other limited-benefit supplemental health products. In this analysis, all health coverage plans other than Medicare Supplement are classified as limited-benefit plans.coverage).
Health premium accounted for 30% of our total premium in the 20172018 period. Health underwriting margin accounted for 27% of total underwriting margin, reflective of the lower underwriting margin as a percentage of premium for health compared with life insurance. As noted under the caption Life Insurance, we have emphasized life insurance sales relative to health, due to life’s superior profitability and its greater contribution to excess investment income.

Health premium increased 3% to $488 million in the 2017 period. Medicare Supplement premium increased 1% to $241 million, while other limited-benefitThe following table presents underwriting margin data for health premium increased 5% to $246 million.insurance.

Health net sales increased 8% to $70 million. Medicare Supplement net sales increased 9% to $27 millionInsurance
Summary of Results
(Dollar amounts in 2017. Limited-benefit net sales increased 8% to $44 million. Health first-year collected premium fell 4% to $66 million as a result of lower group sales in 2016. Group sales can vary significantly from period to period.thousands)
 Six Months Ended June 30, Increase
 2018 2017 (Decrease)
 Amount % of
Premium
 Amount % of
Premium
 Amount %
Premium$503,238
 100
 $487,566
 100
 $15,672
 3
            
Policy obligations321,080
 64
 314,330
 65
 6,750
 2
Required interest on reserves(41,130) (8) (38,242) (8) (2,888) 8
Net policy obligations279,950
 56
 276,088
 57
 3,862
 1
Commissions, premium taxes, and non-deferred acquisition expenses44,461
 9
 42,853
 9
 1,608
 4
Amortization of acquisition costs61,241
 12
 59,992
 12
 1,249
 2
Total expense385,652
 77
 378,933
 78
 6,719
 2
Insurance underwriting margin before other income and administrative expense$117,586
 23
 $108,633
 22
 $8,953
 8



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The following table is an analysis of our health premium by distribution channel.

Health Insurance
Premium by Distribution Channel
(Dollar amounts in thousands)
Six Months Ended June 30,
IncreaseSix Months Ended June 30, Increase
2017
2016
(Decrease)2018 2017 (Decrease)
Amount
% of
Total

Amount
% of
Total

Amount
%Amount % of
Total
 Amount % of
Total
 Amount %
United American Independent Agency              
Limited-benefit plans$5,883
 $6,535
 $(652) (10)$5,697
 $5,883
 $(186) (3)
Medicare Supplement177,330
 171,309
 6,021
 4
182,189
 177,330
 4,859
 3
183,213
 38 177,844
 38 5,369
 3
187,886
 37 183,213
 38 4,673
 3
Family Heritage Agency              
Limited-benefit plans124,433
 115,928
 8,505
 7
133,854
 124,433
 9,421
 8
Medicare Supplement
 
 
 

 
 
 
124,433
 25 115,928
 24 8,505
 7
133,854
 27 124,433
 25 9,421
 8
Liberty National Exclusive Agency              
Limited-benefit plans72,158
 70,962
 1,196
 2
73,821
 72,158
 1,663
 2
Medicare Supplement27,380
 31,446
 (4,066) (13)23,216
 27,380
 (4,164) (15)
99,538
 20 102,408
 22 (2,870) (3)97,037
 19 99,538
 20 (2,501) (3)
American Income Exclusive Agency              
Limited-benefit plans43,303
 41,017
 2,286
 6
45,951
 43,303
 2,648
 6
Medicare Supplement138
 168
 (30) (18)123
 138
 (15) (11)
43,441
 9 41,185
 9 2,256
 5
46,074
 9 43,441
 9 2,633
 6
Direct Response              
Limited-benefit plans302
 354
 (52) (15)239
 302
 (63) (21)
Medicare Supplement36,639
 35,230
 1,409
 4
38,148
 36,639
 1,509
 4
36,941
 8 35,584
 7 1,357
 4
38,387
 8 36,941
 8 1,446
 4
Total Health Premium              
Limited-benefit plans246,079
 50 234,796
 50 11,283
 5
259,562
 52 246,079
 50 13,483
 5
Medicare Supplement241,487
 50 238,153
 50 3,334
 1
243,676
 48 241,487
 50 2,189
 1
Total$487,566
 100 $472,949
 100 $14,617
 3

$503,238
 100 $487,566
 100 $15,672
 3

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We market supplemental health insurance products through a number of distribution channels. Presented below is a table of health net sales by distribution channel.
Health Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)
Six Months Ended June 30,
IncreaseSix Months Ended June 30, Increase
2017
2016
(Decrease)2018 2017 (Decrease)
Amount
% of
Total

Amount
% of
Total

Amount
%Amount % of
Total
 Amount % of
Total
 Amount %
United American Independent Agency              
Limited-benefit plans$276
 $334
 $(58) (17)$242
 $276
 $(34) (12)
Medicare Supplement24,142
 22,059
 2,083
 9
27,351
 24,142
 3,209
 13
24,418
 35 22,393
 34 2,025
 9
27,593
 36 24,418
 35 3,175
 13
Family Heritage Agency              
Limited-benefit plans27,528
 24,176
 3,352
 14
29,021
 27,528
 1,493
 5
Medicare Supplement
 
 
 

 
 
 
27,528
 39 24,176
 37 3,352
 14
29,021
 38 27,528
 39 1,493
 5
Liberty National Exclusive Agency              
Limited-benefit plans9,302
 9,841
 (539) (5)10,254
 9,302
 952
 10
Medicare Supplement
 4
 (4) (100)
 
 
 
9,302
 13 9,845
 15 (543) (6)10,254
 14 9,302
 13 952
 10
American Income Exclusive Agency              
Limited-benefit plans6,572
 6,187
 385
 6
7,086
 6,572
 514
 8
Medicare Supplement
 
 
 

 
 
 
6,572
 9 6,187
 10 385
 6
7,086
 9 6,572
 9 514
 8
Direct Response              
Limited-benefit plans
 
 
 

 
 
 
Medicare Supplement2,585
 2,456
 129
 5
2,561
 2,585
 (24) (1)
2,585
 4 2,456
 4 129
 5
2,561
 3 2,585
 4 (24) (1)
Total Net Sales              
Limited-benefit plans43,678
 62 40,538
 62 3,140
 8
46,603
 61 43,678
 62 2,925
 7
Medicare Supplement26,727
 38 24,519
 38 2,208
 9
29,912
 39 26,727
 38 3,185
 12
Total$70,405
 100 $65,057
 100 $5,348
 8

$76,515
 100 $70,405
 100 $6,110
 9

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The following table presents health insurance first-year collected premium by distribution channel.
Health Insurance
First-Year Collected Premium by Distribution Channel
(Dollar amounts in thousands)
Six Months Ended June 30,
IncreaseSix Months Ended June 30, Increase
2017
2016
(Decrease)2018 2017 (Decrease)
Amount
% of
Total

Amount
% of
Total

Amount
%Amount % of
Total
 Amount % of
Total
 Amount %
United American Independent Agency                      
Limited-benefit plans$228
   $309
   $(81) (26)$197
   $228
   $(31) (14)
Medicare Supplement25,812
   32,006
   (6,194) (19)29,346
   25,812
   3,534
 14
26,040
 40
 32,315
 47
 (6,275) (19)29,543
 42
 26,040
 40
 3,503
 13
Family Heritage Agency                      
Limited-benefit plans21,912
   20,091
   1,821
 9
23,087
   21,912
   1,175
 5
Medicare Supplement
   
   
 

   
   
 
21,912
 33
 20,091
 29
 1,821
 9
23,087
 32
 21,912
 33
 1,175
 5
Liberty National Exclusive Agency                      
Limited-benefit plans8,243
   7,850
   393
 5
8,696
   8,243
   453
 5
Medicare Supplement2
   1
   1
 100
(1)   2
   (3) (150)
8,245
 13
 7,851
 12
 394
 5
8,695
 12
 8,245
 13
 450
 5
American Income Exclusive Agency                      
Limited-benefit plans6,842
   6,416
   426
 7
7,350
   6,842
   508
 7
Medicare Supplement
   
   
 

   
   
 
6,842
 10
 6,416
 9
 426
 7
7,350
 10
 6,842
 10
 508
 7
Direct Response                      
Limited-benefit plans
   
   
 

   
   
 
Medicare Supplement2,689
   2,099
   590
 28
2,620
   2,689
   (69) (3)
2,689
 4
 2,099
 3
 590
 28
2,620
 4
 2,689
 4
 (69) (3)
Total First-Year Collected Premium

          

          
Limited-benefit plans37,225
 57
 34,666
 50
 2,559
 7
39,330
 55
 37,225
 57
 2,105
 6
Medicare Supplement28,503
 43
 34,106
 50
 (5,603) (16)31,965
 45
 28,503
 43
 3,462
 12
Total$65,728
 100
 $68,772
 100
 $(3,044) (4)

$71,295
 100
 $65,728
 100
 $5,567
 8

A discussion of health operations by distribution channel follows:follows.
The UA Independent Agency consists of independent agencies appointed with Torchmark who maycan also sell for other companies. The UA Independent Agency was Torchmark’s largest health agency in terms of health premium income. Premium income was $183$188 million, representing 38%37% of Torchmark’s total health premium. Net sales were $24$28 million, or 35%36% of Torchmark’s health sales. This agency primarily produces Medicare Supplement insurance, with Medicare Supplement premium income of $177$182 million. The UA Independent Agency represents approximately 73%75% of all Torchmark Medicare Supplement premium and 90%91% of Medicare Supplement net sales. Medicare Supplement premium in this agency rose 4%. Total health premium increased 3%. Net sales of the Medicare Supplement product increased 9%13% in 2017 due2018 primarily toas a result of an increase in groupindividual sales. As noted earlier, Group Medicare Supplement sales have historically fluctuated from periodFirst-year collected health premium rose 13% to period.$30 million.
The Family Heritage Agency primarily markets limited-benefit supplemental health insurance in non-urban areas. Most of their policies include a cash-back feature, such as a return of premium whereby any excess of premiums over claims paid is returned to the policyholder at the end of a specified period stated within the insurance policy. Management expects to grow this agency by continuing the incorporation of Torchmark’s agent recruiting programs. The Family Heritage Agency contributed $28 million and $24$29 million in net sales in the first six months of 2017 and 2016, respectively.2018. Health premium income was $124$134 million for the six month period of 2017,2018, representing 25%27% of Torchmark’s health premium compared with $116$124 million or 24%25% of health premium in the prior year period. The average agent count was 9651,020 for the six months ended June 30, 20172018 compared with 880965 for the same period in 2016,2017, an increase of 10%6%.

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The Liberty National Exclusive Agency represented 20%19% of all Torchmark health premium income at $100$97 million in the six months of 2017.2018. The Liberty Agency markets limited-benefit health supplemental products consisting primarily of critical illness insurance. Much of Liberty’s health business is now generated through worksite marketing targeting small businesses of 10 to 25 employees. In 2017,2018, health premium income in the Liberty Agency declined $3 million to $100$97 million from prior year premium. Liberty’s health premium decline has beenis primarily due primarily to its decliningthe runoff of a block of discontinued Medicare Supplement block.policies previously sold by the agency.
Other distribution. Certain of our other distribution channels market health products, although their main emphasis is on life insurance. On a combined basis, they accounted for 17% of health premium in the 20172018 period. The American Income Exclusive Agency primarily markets accident plans. The Direct Response unit markets primarily Medicare Supplements to employer or union-sponsored groups. Direct Response added $3 million of Medicare Supplement net sales in 2017.

The following table presents underwriting margin data for health insurance.
Health Insurance
Summary of Results
(Dollar amounts in thousands)
 Six Months Ended June 30, Increase
 2017 2016 (Decrease)
 Amount % of
Premium
 Amount % of
Premium
 Amount %
Premium and policy charges$487,566
 100 $472,949
 100 $14,617
 3
Net policy obligations276,088
 57 269,709
 57 6,379
 2
Commissions and acquisition expense102,845
 21 99,104
 21 3,741
 4
Insurance underwriting income before other income and administrative expense$108,633
 22 $104,136
 22 $4,497
 4
Underwriting income for health insurance totaled $109 million in 2017, an increase of 4% when compared with the same period in 2016. As a percentage of health premium, underwriting margins for the six months ended June 30, 2017 were 22%, same as the year ago quarter.
Annuities. Annuities represent an insignificant part of our business and are not expected to be an important part of our marketing strategy going forward.


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Operating expenses, comparing the first six months of 20172018 with the first six months of 2016.2017. Operating expenses consist of insurance administrative expenses and Parent Company expenses. Also included is stock compensation expense, which is viewed by us as a parent companyParent Company expense. Insurance administrative expenses relate to premium income for a given period; therefore, we measure those expenses as a percentage of premium income. Total expenses are measured as a percentage of total revenues. An analysis of operating expenses is shown below.

Operating Expenses Selected Information
(Dollar amounts in thousands)
Six Months Ended June 30,Six Months Ended June 30,
2017 20162018 2017

Amount % of
Premium
 Amount % of
Premium
Amount % of
Premium
 Amount % of
Premium
Insurance administrative expenses:        
Salaries$46,834
 2.9 $44,437
 2.8$49,405
 2.9 $46,834
 2.9
Other employee costs17,236
 1.0 14,838
 0.918,699
 1.1 17,236
 1.0
Information technology costs12,765
 0.8 11,854
 0.813,688
 0.8 12,765
 0.8
Legal costs4,021
 0.2 4,471
 0.34,111
 0.2 4,021
 0.2
Other administrative costs22,469
 1.4 21,281
 1.424,845
 1.5 22,469
 1.4
Total insurance administrative expenses103,325
 6.3 96,881
 6.2110,748
 6.5 103,325
 6.3
        
Parent company expense4,898
 4,405
 5,139
 4,898
 
Stock compensation expense16,546
 13,989
 19,557
 16,546
 
Total operating expenses, per Condensed Consolidated Statements of Operations
$124,769
 $115,275
 $135,444
 $124,769
 
        
Insurance administrative expenses:        
Increase (decrease) over prior year6.7% 6.0% 7.2% 6.7% 
Total operating expenses:
 
     
Increase (decrease) over prior year8.2% 3.9% 8.6% 8.2% 
Insurance
The 7.2% increase in administrative expenses of $103 million were up 6.7% in 2017 when compared with the prior year period of $97 million. As a percentage of total premium, insurance administrative expenses were 6.3% in 2017 compared with 6.2% in 2016. Total operating expenses increased 8.2% afterwas primarily due to an increase of 3.9% in 2016.other employee costs and investments in information technology. The increase in other employee costs was due primarily to higher pension expense driven by lower interest rates.

The increase in information technology costs was duereflects investments related to investments that will enhance our customer experience improve orenhancements, data analytics capabilities, improve our ability to react quickly to future changessystems modernizations, and bolster our information security programs.

The increase in stock compensation expense was primarily due to higher expense associated with equity awards, reflecting Torchmark's higher share price as compared with the same period a year ago.

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Investments (excess investment income), comparing the first six months of 20172018 with the first six months of 2016.2017. We manage our capital resources including investments, debt, and cash flow through the investment segment. Excess investment income represents the profit margin attributable to investment operations. Itoperations and is the measure that we use to evaluate the performance of the investment segment as described in Note 10—Business Segments. It is defined as net investment income less the required interest on net policy liabilities and the interest cost associated with capital funding or “financing costs.”
We also view excess investment income per diluted common share as an important and useful measure to evaluate the performance of the investment segment. It is defined as excess investment income divided by the total diluted weighted average shares outstanding, representing the contribution by the investment segment to the consolidated earnings per share of the Company. Since implementing our share repurchase program in 1986, we have used $6.9$7.3 billion of cash flow to repurchase Torchmark shares (average split-adjusted price per diluted common share of $15.76)$16.37) after determining that the repurchases provided a greater return than other investment alternatives. Share repurchases reduceIf we had not used this excess cash to repurchase shares, but had instead invested it in interest-bearing assets, we would have earned more investment income and had more shares outstanding. Because excess investment income because of the foregone earnings on the cash that would otherwise have been invested in interest-bearing assets, but they also reduce the number of shares outstanding. In order to putper diluted common share incorporates all capital

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resource uses on a comparable basis, resources, we believe that excess investment income per diluted share is an appropriatea useful measure ofto evaluate the investment segment.
The following table summarizes Torchmark’s investment income, excess investment income, and excess investment income per diluted common share.
Excess Investment Income
(Dollar amounts in thousands)
Six Months Ended 
 June 30,
 Increase
(Decrease)
Six Months Ended 
 June 30,
 Increase
(Decrease)
2017 2016 Amount %2018 2017 Amount %
Net investment income$421,058
 $398,695
 $22,363
 6
$436,652
 $421,058
 $15,594
 4
Interest on net insurance policy liabilities:             
Interest on reserves(362,531) (347,561) (14,970) 4
(379,347) (362,531) (16,816) 5
Interest on deferred acquisition costs104,150
 100,615
 3,535
 4
108,614
 104,150
 4,464
 4
Net required interest(258,381) (246,946) (11,435) 5
(270,733) (258,381) (12,352) 5
Financing costs(41,855) (42,479) 624
 (1)(44,033) (41,855) (2,178) 5
Excess investment income$120,822
 $109,270
 $11,552
 11
$121,886
 $120,822
 $1,064
 1
             
Excess investment income per diluted share$1.01
 $0.89
 $0.12
 13
$1.05
 $1.01
 $0.04
 4
             
Average invested assets (at amortized cost)$15,185,776
 $14,250,106
 $935,670
 7
Mean invested assets (at amortized cost)$16,036,950
 $15,185,776
 $851,174
 6
Average net insurance policy liabilities(1)
9,247,438
 8,846,244
 401,194
 5
9,657,425
 9,247,438
 409,987
 4
Average debt and preferred securities (at amortized cost)1,498,943
 1,339,263
 159,680
 12
1,518,576
 1,498,943
 19,633
 1
(1) Interest bearing policy liabilities, net of deferred acquisition costs and excluding the attributed unrealized gains and losses thereon.
(1)Net of deferred acquisition costs, excluding the associated unrealized gains and losses thereon.

Excess investment income for the 2017 period increased11%to$121 million when compared to $109 millionAs indicated in the same period in 2016. The higher than normal increase intable above, excess investment income is primarily attributed to two factors: 1) higher interest expense incurred in 2016 that related toincreased 1% compared with the debt issued in April 2016 prior to the maturity, in June 2016, of the refinanced debt, and 2) the increase in net investment income due to the decline in the negative impact of delays of receiving Medicare Part D reimbursements. Onyear-ago period, while on a per diluted common share basis, it increased 4% from the year-ago period. Excess investment income per diluted common share generally increases at a faster pace than excess investment income increased 13%, higher thanbecause the percentage increase in the dollar amountnumber of excess investment incomediluted common shares outstanding generally decreases from year to year as a result of our share repurchase program.
Net investment income increased $22during the six months ending June 30, 2018 is $16 million or 6% in 2017, below the 7% increase in average invested assets (with fixed maturities at amortized cost) over4% greater than the same period last year. NetMean invested assets during the first six months of 2018 were 6% higher than they were during the same period last year. The effective annual yield rate earned on the fixed maturity portfolio was 5.58% in the first six months of 2018, compared with 5.70% a year earlier, Growth in net investment income has been negatively impacted duringin recent years by the low interest rate environment during which time we have invested new money at rates less than the average portfolio yield rate and reinvested the proceeds from dispositions at yield rates less than what we earned on new investments and the turnover of higher yielding assets in the portfolio.these bonds prior to disposition. As such,a result, growth in net investment income has been slower than the growth in mean

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invested assets in recent years. The effective annual yield earned on the fixed maturity portfolio was 5.70% in the first six months of 2017, compared with 5.81% a year earlier. The decrease in the overall portfolio yield during recent periods is due primarily to reinvesting proceeds from calls and maturities at yield rates lower than the yields earned on bonds before they were called or matured. We currently expect that the average annual turnover of fixed maturity assets during the next five years will not exceed 1%2% to 2%3% of the portfolio and that this turnover will not have a material negative impact on investment income.
Should long-term interest rates rise, especially long-term rates, Torchmark's net investment income would benefit due to higher interest rates on new purchases. While such a rise in interest rates could adversely affect the fair value of the fixed maturities portfolio, we could withstand an increase in interest rates of approximately 9050 to 9555 basis points before the net unrealized gains on our fixed maturity portfolio as of June 30, 20172018 would be eliminated. Should interest rates increase further than that, we would not be concerned with potential interest rate driven unrealized losses in our fixed maturity portfolio because we have the intent and, more importantly, the ability, to hold our fixed maturities to maturity.
Required interest on net insurance policy liabilities reduces net investment income as it is the amount of net investment income considered by management necessary to “fund” net insurance policy liabilities, which is the net of the benefit reserve liability and deferred acquisition cost asset. As such, it is removed from the investment segment

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and applied to the insurance segments to offset the effect of the interest required by the insurance segments. As discussed inNote 1010—Business Segments, management believes this provides a more meaningful analysis of the investment and insurance segments. Required interest is based on the actuarial interest assumptions used to discount the benefit reserve liability and to amortize the deferred acquisition costs for our insurance policies in force.
The great majority of our life and health insurance policies are fixed interest-rate protection policies, not investment products, and are accounted for under current accounting guidance for long-duration insurance products which mandates that interest rate assumptions for a particular block of business be “locked in” for the life of that block. Each calendar year, we set the discount rate to be used to calculate the benefit reserve liability and deferred acquisition cost asset for all insurance policies issued that year. That rate is based on the new money yields that we expect to earn on cash flow received in the future from policies of that issue year, and cannot be changed. The discount rate used for policies issued in the current year has no impact on the in force policies issued in prior years as the rates of all prior issue years are also locked in. As such, the overall discount rate for the entire in force block is a weighted average of the discount rates being used from all issue years. Changes in the overall weighted-average discount rate over time are caused by changes in the mix of the reserves and the deferred acquisition cost asset by issue year on the entire block of in force business. Business issued in the current year has very little impact on the overall weighted-average discount rate due to the size of our in force business.
Required interest on net insurance policy liabilities increased $11$12 million or 5% to $258$271 million, in line with the growth in average net interest-bearing insurance policy liabilities.
Financing costs for the segment primarily consist of interest on our various debt instruments. Interest on our debt were slightly lowerincreased in the first six months of 2017 at2018 to $44 million compared with $42 million. This is reflective ofmillion for the same period last year. The increase in financing costs was primarily due to higher interest expense incurred in 2016 that related to the debt issued in April 2016 prior to the maturity, in June 2016, of the refinancedrates on short-term debt.
More information concerning debt can be found in the Capital Resources section of this report.

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Analysis of Financing Costs
(Dollar amounts in thousands)
Six Months Ended 
 June 30,
 Increase
(Decrease)
Six Months Ended 
 June 30,
 Increase
(Decrease)
2017 2016 Amount %2018 2017 Amount %
Interest on funded debt$36,714
 $39,319
 $(2,605) (7)$36,384
 $36,714
 $(330) (1)
Interest on term loan1,082
 96
 986
 *
1,487
 1,082
 405
 37
Interest on short term debt4,057
 3,062
 995
 32
Interest on short-term debt6,160
 4,057
 2,103
 52
Other2
 2
 
 
2
 2
 
 
Financing costs$41,855
 $42,479
 $(624) (1)$44,033
 $41,855
 $2,178
 5
*Percent change is not meaningful.
Realized Gains and Losses, comparing the first six months of 2018 with the first six months of 2017. As discussed in Note 10—Business Segments, our core business of providing insurance coverage requires us to maintain a large and diverse investment portfolio to support our insurance liabilities. From time to time, investments are disposed of or written down prior to maturity, resulting in realized gains or losses. Since these dispositions and write-downs are outside the course of our normal operations, management removes the effects of such gains and losses when evaluating its overall core operating results.
As discussed in Note 4—Investments, during the first quarter of 2018, the Company elected to measure its investment in certain limited partnerships at fair value in accordance with the fair value option for financial instruments with changes recognized in "Realized Investment Gains (Losses)" in the Condensed Consolidated Statements of Operations.
The following table summarizes our tax-effected realized gains (losses) by component.
Analysis of Realized Gains (Losses), Net of Tax
(Dollar amounts in thousands, except per share data)
 Six Months Ended June 30,
 2018 2017
 Amount Per Share Amount Per Share
Fixed maturities:       
Sales$
 $
 $
 $
Called or tendered8,546
 0.07
 390
 
Write-downs
 
 (159) 
Other long-term investments2,264
 0.02
 
 
Other64
 
 (2,182) (0.02)
Total$10,874
 $0.09
 $(1,951) $(0.02)
1) Written down due to other-than-temporary impairment

Investments (acquisitions), comparing the first six months of 20172018 with the first six months of 2016.2017. Torchmark’s investment policy calls for investing primarily in investment grade fixed maturities that meet our quality and yield objectives. We generally prefer to invest in securities with longer maturities because they more closely match the long-term nature of our policy liabilities. We believe this strategy is appropriate because our cash flows from operations and invested assets are positive, stable and predictable. If longer-term securities that meet our quality and yield objectives are not available, we do not relax our quality objectives, butobjectives; instead, we consider investing in shorter or lower yielding securities taking into consideration the slope of the yield curve and other factors.

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The following table summarizes selected information for fixed maturity purchases. The effective annual yield shown is the yield calculated to the “worst call date.” For non-callable bonds, the worst-call date is always the maturity date. For callable bonds, the worst-call date is the call date that produces the lowest yield (or the maturity date, if the yield calculated to the maturity date is lower than the yield calculated to each call date).


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Fixed Maturity Acquisitions Selected Information
(Dollar amounts in thousands)
 
Six Months Ended 
 June 30,
Six Months Ended 
 June 30,
2017 20162018 2017
Cost of acquisitions:
 

 
Corporate securities$670,856
 $635,530
Other5,792
 15,737
Investment-grade corporate securities$391,090
 $670,856
Tax-exempt municipal securities140,644
 
Other investment-grade securities8,708
 5,792
Total fixed maturity acquisitions$676,648
 $651,267
$540,442
 $676,648
      
Effective annual yield(1)
4.91% 4.87%
Effective annual yield (one year compounded)(1)
4.70% 4.91%
Average life (in years, to next call)21.6
 24.4
15.2
 21.6
Average life (in years, to maturity)22.5
 24.7
21.8
 22.5
Average ratingBBB+
 BBB+
A BBB+
(1) Total fixed maturity acquisitions include $0.0 million of unsettled trades.
(1) Tax-equivalent basis, where the yield on tax-exempt securities, is adjusted to produce a yield equivalent to the pretax yield on taxable securities.
(1)Tax-equivalent basis, where the yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.
Acquisitions in both periods consisted primarily of corporate bonds, with securities spanning a diversified range of issuers, industry sectors, and geographical regions. The average rating was higher during the first six months ended June 30, 2018 due to investing in higher rated tax-exempt municipal bonds. All of the acquired securities were investment grade.
Investments (portfolio composition). The composition of the investment portfolio at book value on June 30, 2018 and December 31, 2017 was as follows:
Invested Assets at June 30, 20172018
(Dollar amounts in thousands)
 
At June 30, 2018 At December 31, 2017

Amount
% of
Total
Amount % of
Total
 Amount % of
Total
Fixed maturities (at amortized cost)$14,651,551
 96$15,350,152
 95 $14,995,101
 95
Policy loans516,064
 3537,808
 3 529,529
 3
Other long-term investments(1)
55,028
 172,612
 1 107,953
 1
Short-term investments94,387
 168,544
 1 127,071
 1
Total$15,317,030
 100$16,129,116
 100 $15,759,654
 100
(1) Includes equities available for sale at amortized cost.
(1)Includes investments of $108 million as of June 30, 2018 that are carried under the fair value option.

Approximately 96%95% of our investments at book value are in a diversified fixed-maturity portfolio, the same percentage as at year end. Policy loans, which are secured by policy cash values, make up approximately 3% of our investments. We also have insignificant investments in equity securities and other long-term investments. Because fixed maturities represent such a significant portion of our investment portfolio, the remainder of the discussion of portfolio composition will focus on fixed maturities.


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Fixed Maturities. The following table summarizestables summarize certain information about the major corporate sectors and security types held in our fixed maturity portfolio at June 30, 2018 and December 31, 2017.

Fixed Maturities by Sector
At June 30, 2018
(Dollar amounts in thousands)
 
Below Investment Grade Total Fixed Maturities % of Total Fixed Maturities
  Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 At Amortized CostAt Fair Value
 
 Corporates:            
 Financial            
 Insurance - life, health, P&C$66,402
$2,485
$(4,704)$64,183
 $1,965,953
$219,399
$(14,899)$2,170,453
 1313
 Banks27,090

(3,838)23,252
 783,807
56,038
(12,034)827,811
 55
 Other financial74,956

(13,251)61,705
 969,475
39,538
(29,030)979,983
 66
 Total financial168,448
2,485
(21,793)149,140
 3,719,235
314,975
(55,963)3,978,247
 2424
 Utilities            
 Electric20,183
195
(85)20,293
 1,450,326
222,795
(8,199)1,664,922
 911
 Gas and water



 526,101
34,069
(4,321)555,849
 43
 Total utilities20,183
195
(85)20,293
 1,976,427
256,864
(12,520)2,220,771
 1314
 Industrial - Energy            
 Pipelines40,572
442
(2,062)38,952
 886,155
64,294
(15,013)935,436
 66
 Exploration and production28,149
884
(486)28,547
 526,928
51,594
(4,303)574,219
 33
 Oil field services33,861

(7,522)26,339
 83,707
5,958
(7,522)82,143
 11
 Refiner



 73,030
11,694
(410)84,314
 11
 Driller49,854
44
(12,853)37,045
 49,854
44
(12,853)37,045
 
 Total energy152,436
1,370
(22,923)130,883
 1,619,674
133,584
(40,101)1,713,157
 1111
 Industrial - Basic materials            
 Chemicals



 554,540
14,768
(10,912)558,396
 43
 Metals and mining57,424
1,846
(23)59,247
 386,906
46,657
(162)433,401
 23
 Forestry products and paper



 111,898
9,020
(823)120,095
 11
 Total basic materials57,424
1,846
(23)59,247
 1,053,344
70,445
(11,897)1,111,892
 77
 Industrial - Consumer, non-cyclical21,333

(5,531)15,802
 1,960,082
90,108
(56,979)1,993,211
 1312
 Other industrials46,996
1,595
(388)48,203
 1,353,561
91,119
(21,912)1,422,768
 99
 Industrial -
Transportation
26,320
1,033
(718)26,635
 560,442
52,770
(6,691)606,521
 33
 Other corporate sectors136,029
2,699
(11,243)127,485
 1,256,190
57,578
(49,084)1,264,684
 88
 Total corporates629,169
11,223
(62,704)577,688
 13,498,955
1,067,443
(255,147)14,311,251
 8888
 Other fixed maturities:            
 Government (U.S., municipal, and foreign)306
138

444
 1,640,961
107,282
(4,663)1,743,580
 1111
 Collateralized debt obligations58,582
23,437
(5,823)76,196
 58,582
23,437
(5,823)76,196
 
 Other asset-backed securities



 150,449
2,353
(429)152,373
 11
 
Mortgage-backed securities(1)




 1,205
87
(1)1,291
 
 Total fixed maturities$688,057
$34,798
$(68,527)$654,328
 $15,350,152
$1,200,602
$(266,063)$16,284,691
 100100
(1)Includes GNMA's.


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Fixed Maturities by Sector
At December 31, 2017
(Dollar amounts in thousands)
 
Below Investment Grade Total Fixed Maturities % of Total Fixed Maturities
  Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 At Amortized CostAt Fair Value
 
 Corporates:            
 Financial            
 Insurance - life, health, P&C$58,330
$2,903
$(2,395)$58,838
 $1,999,531
$314,293
$(3,500)$2,310,324
 1414
 Banks41,532
643
(5,848)36,327
 747,955
100,858
(6,718)842,095
 55
 Other financial74,956

(18,022)56,934
 752,316
57,059
(20,940)788,435
 55
 Total financial174,818
3,546
(26,265)152,099
 3,499,802
472,210
(31,158)3,940,854
 2424
 Utilities            
 Electric20,778
1,140

21,918
 1,442,893
266,741
(3,246)1,706,388
 1011
 Gas and water



 494,931
49,809
(325)544,415
 33
 Total utilities20,778
1,140

21,918
 1,937,824
316,550
(3,571)2,250,803
 1314
 Industrial - Energy            
 Pipelines40,607
606
(2,230)38,983
 857,108
95,796
(5,860)947,044
 66
 Exploration and production28,930
786
(404)29,312
 531,394
52,764
(6,856)577,302
 44
 Oil field services33,874

(5,409)28,465
 83,738
8,906
(5,409)87,235
 11
 Refiner



 62,927
13,100

76,027
 
 Driller54,602

(17,827)36,775
 54,602

(17,827)36,775
 
 Total energy158,013
1,392
(25,870)133,535
 1,589,769
170,566
(35,952)1,724,383
 1111
 Industrial - Basic materials            
 Chemicals



 527,099
47,507
(270)574,336
 44
 Metals and mining68,087
3,528
(328)71,287
 389,939
58,195
(328)447,806
 33
 Forestry products and paper



 112,443
15,251

127,694
 11
 Total basic materials68,087
3,528
(328)71,287
 1,029,481
120,953
(598)1,149,836
 88
 Industrial - Consumer, non-cyclical



 1,693,788
161,669
(6,761)1,848,696
 1111
 Other industrials47,271
1,908
(24)49,155
 1,346,850
164,331
(1,794)1,509,387
 99
 Industrial -
Transportation
26,565
473
(123)26,915
 539,041
76,731
(1,302)614,470
 44
 Other corporate sectors116,539
3,700
(5,562)114,677
 1,238,347
128,019
(9,562)1,356,804
 88
 Total corporates612,071
15,687
(58,172)569,586
 12,874,902
1,611,029
(90,698)14,395,233
 8889
 Other fixed maturities:            
 Government (U.S., municipal, and foreign)306


306
 1,589,606
138,231
(1,880)1,725,957
 1110
 Collateralized debt obligations59,871
16,677
(10,303)66,245
 59,871
16,677
(10,303)66,245
 
 Other asset-backed securities



 125,454
3,551
(15)128,990
 11
 
Mortgage-backed securities(1)




 1,718
144
(1)1,861
 
 Total fixed maturities$672,248
$32,364
$(68,475)$636,137
 $14,651,551
$1,769,632
$(102,897)$16,318,286
 100100
  Below Investment Grade Total Fixed Maturities % of Total Fixed Maturities
  Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 At Amortized CostAt Fair Value
 
 Corporates:            
 Financial            
 Insurance - life, health, P&C$66,489
$3,896
$(3,650)$66,735
 $2,018,315
$346,364
$(4,588)$2,360,091
 1414
 Banks27,104

(2,727)24,377
 747,249
117,724
(3,007)861,966
 55
 Other financial74,956

(17,661)57,295
 853,583
74,765
(18,524)909,824
 66
 Total financial168,549
3,896
(24,038)148,407
 3,619,147
538,853
(26,119)4,131,881
 2525
 Utilities            
 Electric20,713
1,159

21,872
 1,463,872
306,812
(1,275)1,769,409
 1011
 Gas and water



 520,418
64,726
(120)585,024
 33
 Total utilities20,713
1,159

21,872
 1,984,290
371,538
(1,395)2,354,433
 1314
 Industrial - Energy            
 Pipelines40,590
937
(1,092)40,435
 880,379
117,765
(2,320)995,824
 66
 Exploration and production28,174
1,180
(85)29,269
 527,581
79,784
(2,620)604,745
 44
 Oil field services33,867

(6,004)27,863
 83,722
11,074
(6,004)88,792
 11
 Refiner



 73,106
17,430

90,536
 
 Driller54,561
87
(14,448)40,200
 54,561
87
(14,448)40,200
 
 Total energy157,192
2,204
(21,629)137,767
 1,619,349
226,140
(25,392)1,820,097
 1111
 Industrial - Basic materials            
 Chemicals



 541,785
59,216
(20)600,981
 33
 Metals and mining57,438
7,727

65,165
 387,134
85,105

472,239
 33
 Forestry products and paper



 112,175
16,911

129,086
 11
 Total basic materials57,438
7,727

65,165
 1,041,094
161,232
(20)1,202,306
 77
 Industrial - Consumer, non-cyclical21,334

(4,498)16,836
 1,834,778
192,887
(6,494)2,021,171
 1212
 Other industrials47,136
2,965

50,101
 1,326,051
179,694
(671)1,505,074
 99
 Industrial -
Transportation
26,443
1,581
(162)27,862
 553,435
90,211
(195)643,451
 34
 Other corporate sectors143,995
5,076
(9,387)139,684
 1,310,445
123,588
(13,236)1,420,797
 98
 Total corporates642,800
24,608
(59,714)607,694
 13,288,589
1,884,143
(73,522)15,099,210
 8990
 Other fixed maturities:            
 Government (U.S., municipal, and foreign)306

(105)201
 1,501,865
147,772
(1,507)1,648,130
 109
 Collateralized debt obligations59,150
20,084
(7,653)71,581
 59,150
20,084
(7,653)71,581
 
 Other asset-backed securities



 144,040
4,790

148,830
 11
 
Mortgage-backed securities(1)




 1,457
118
(1)1,574
 
 Total fixed maturities$702,256
$44,692
$(67,472)$679,476
 $14,995,101
$2,056,907
$(82,683)$16,969,325
 100100
(1) Includes GNMA's.
(1)Includes GNMA's.


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At June 30, 2017,2018, fixed maturities had a fair value of $16.3 billion, compared with $15.2$17.0 billion at December 31, 2016.2017. The net unrealized gain position in the fixed-maturity portfolio increaseddecreased from $1.1$2.0 billion at December 31, 20162017 to $1.7 billion$935 million at June 30, 2017.2018 due to increases in interest rates during the period. The June 30, 20172018 net unrealized gain consisted of gross unrealized gains of $1.8$1.2 billion offset by $103$266 million of gross unrealized losses, compared with the December 31, 20162017 net unrealized gain which consisted of a gross unrealized gain of $1.3$2.1 billion and a gross unrealized loss of $216$83 million.
Corporate securities, which consist of bonds and redeemable preferred stocks, were the largest component of the fixed maturity portfolio, representing 88% of amortized cost and 89% of fair value. The remainder of the portfolio is invested primarily in securities issued by the U.S. government and U.S. municipalities. The Company holds insignificant amounts in foreign government bonds, collateralized debt obligations, asset-backed securities, and agency mortgage-backed securities. Corporate securities are diversified over a variety of industry sectors and issuers; the total fixed maturity portfolio consisted of 596610 issuers. The net unrealized gain of the fixed maturity portfolio increased $609 million from December 31, 2016.
An analysis of the fixed maturity portfolio at June 30, 2018 and December 31, 2017 by a composite quality rating is shown in the table below. The composite quality rating for each security is the average of the security’s ratings as assigned by Moody’s Investor Service, Standard & Poor’s, Fitch Ratings, and Dominion Bond Rating Service, LTD. The ratings assigned by these four nationally recognized statistical rating organizations are evenly weighted when calculating the average. The composite quality rating is created using a methodology developed by Torchmark Corporation using ratings from the various rating agencies noted above (It should be noted that the composite quality rating is not a Standard & Poor's credit rating. Standard and Poor's does not sponsor, endorse or promote the composite quality rating and shall not be liable for any use of the composite quality rating.) Included in the chart below are private placement fixed maturity holdings of $594$604 million at amortized cost ($615604 million at fair value). The ratings for these holdings were assigned by the third party managers of those securities.

Fixed Maturities by Rating
(Dollar amounts in thousands)
 June 30, 2018
 Amortized
Cost
 % Fair
Value
 %
Investment grade:       
AAA$701,471
 5 $715,418
 4
AA1,147,404
 7 1,218,259
 8
A4,269,153
 28 4,784,147
 29
BBB+3,296,542
 22 3,464,841
 21
BBB3,527,859
 23 3,678,016
 23
BBB-1,719,666
 11 1,769,682
 11
Investment grade14,662,095
 96 15,630,363
 96
Below investment grade:       
BB379,853
 2 359,179
 2
B175,023
 1 147,651
 1
Below B133,181
 1 147,498
 1
Below investment grade688,057
 4 654,328
 4

$15,350,152
 100 $16,284,691
 100












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Fixed Maturities by Rating
(Dollar amounts in thousands)
June 30, 2017December 31, 2017

Amortized
Cost
 % Fair
Value
 %Amortized
Cost
 % Fair
Value
 %
Investment grade:        
AAA$666,565
 5 $697,517
 4$649,559
 4 $689,356
 4
AA1,285,494
 9 1,448,598
 91,095,502
 7 1,222,148
 7
A3,880,713
 26 4,551,686
 284,139,252
 28 4,959,570
 29
BBB+3,474,938
 24 3,878,168
 243,493,309
 23 3,936,939
 23
BBB3,147,368
 21 3,467,069
 213,302,118
 22 3,696,880
 22
BBB-1,524,225
 10 1,639,111
 101,613,105
 11 1,784,956
 11
Investment grade13,979,303
 95 15,682,149
 9614,292,845
 95 16,289,849
 96
Below investment grade:        
BB373,552
 3 355,272
 2413,425
 3 397,063
 2
B161,446
 1 133,937
 1152,454
 1 133,582
 1
Below B137,250
 1 146,928
 1136,377
 1 148,831
 1
Below investment grade672,248
 5 636,137
 4702,256
 5 679,476
 4

$14,651,551
 100 $16,318,286
 100$14,995,101
 100 $16,969,325
 100

Of the $14.7$15.4 billion of fixed maturities at amortized cost as of June 30, 2017, $14.02018, $14.7 billion or 95%96% were investment grade with an average rating of A-. Below-investment-grade bonds were $672$688 million with an average rating of B+. Below-investment-grade bonds at amortized cost were 17%14% of our shareholders’ equity, excluding the effect of unrealized gains and losses on fixed maturities as of June 30, 2017.2018. Overall, the total portfolio was rated BBB+ based on amortized cost, the same as at the end of 2016.2017.
An analysis of the changes in our portfolio of below-investment-grade bonds at amortized cost during the first six months of 20172018 is as follows:

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Below-Investment-Grade Bonds
(Dollar amounts in thousands)
Balance as of December 31, 2016$751,144
Balance as of December 31, 2017$702,256
Downgrades by rating agencies

Upgrades by rating agencies(76,661)
Disposals(3,982)(16,108)
Amortization and other1,747
1,909
Balance as of June 30, 2017$672,248
Balance as of June 30, 2018$688,057

As noted earlier, our investment policy calls for investing primarily in fixed maturities that are investment grade and meet our quality and yield objectives. Thus, any increases in below-investment-grade issues are typically a result of ratings downgrades of existing holdings. Our investment portfolio does not contain counterparty risks as we are not a party to any derivatives contracts. We also do not participate in securities lending and we have no off-balance sheet investments.

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Additional information concerning the fixed-maturity portfolio is as follows:
Fixed Maturity Portfolio Selected Information
At

June 30,
2017
 December 31, 2016 June 30,
2016
June 30,
2018
 December 31, 2017 June 30,
2017
Average annual effective yield(1)
5.68% 5.74% 5.79%5.56% 5.60% 5.68%
Average life, in years, to:  
Next call(2)
17.4 17.6 17.817.1 17.5 17.4
Maturity(2)
19.2 19.8 20.118.8 19.1 19.2
Effective duration to:  
Next call(2)(3)
10.6 10.4 10.710.3 10.8 10.6
Maturity(2)(3)
11.4 11.3 11.611.0 11.5 11.4

(1) Tax-equivalent basis. The yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.
(2) Torchmark calculates the average life and duration of the fixed maturity portfolio two ways: (a) based on the next call date which is the next call date for callable bonds and the maturity date for noncallable bonds, and (b) based on the maturity date of all bonds, whether callable or not.
(3) Effective duration is a measure of the price sensitivity of a fixed-income security to a particular change in interest rates.
Realized Gains and Losses, comparing the first six months of 2017 with the first six months of 2016. As discussed in Note 10—Business Segments, our core business of providing insurance coverage requires us to maintain a large and diverse investment portfolio to support our insurance liabilities. From time to time, investments are disposed of or written down prior to maturity, resulting in realized gains or losses. Because these dispositions and write-downs are outside the course of our normal operations, management removes the effects of such gains and losses when evaluating its overall core operating results.

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The following table summarizes our tax-effected realized gains (losses) by component.
Analysis of Realized Gains (Losses), Net of Tax
(Dollar amounts in thousands, except per share data)
 Six Months Ended June 30,
 2017 2016
 Amount Per Share Amount Per Share
Fixed maturities:       
Investment sales$
 $
 $2,172
 $0.02
Investments called or tendered390
 
 386
 
Investment writedowns (1)
(159) 
 
 
Other investments(2,182) (0.02) 236
 
Total$(1,951) $(0.02) $2,794
 $0.02

(1) Written down due to other-than-temporary impairment.
(1) Written down due to other-than-temporary impairment

(1)Tax-equivalent basis. The yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.
(2)Torchmark calculates the average life and duration of the fixed maturity portfolio two ways: (a) based on the next call date which is the next call date for callable bonds and the maturity date for noncallable bonds, and (b) based on the maturity date of all bonds, whether callable or not.
(3)Effective duration is a measure of the price sensitivity of a fixed-income security to a particular change in interest rates.
Financial Condition
Liquidity. Liquidity provides Torchmark with the ability to meet on demand the cash commitments required to support our business operations and meet our financial obligations. Our liquidity is evidenced by consistent positive cash flow, a portfolio of marketable investments, and our line of credit facility.
Insurance subsidiary liquidity. The operations of our insurance subsidiaries have historically generated substantial cash inflows in excess of immediate cash needs. Sources of cash flows for the insurance subsidiaries include primarily premium and investment income. Cash outflows from operations include policy benefit payments, commissions, administrative expenses and taxes. The funds to provide for policy benefits, the majority of which are paid in future periods, are invested primarily in long-term fixed maturities as they better match the long-term nature of these obligations. In addition to investment income, maturities and scheduled repayments in the investment portfolio are sources of cash. Excess cash available from the insurance subsidiaries’ operations is generally distributed as a dividend to the parent company,Parent Company, subject to regulatory restriction. The dividends are generally paid in amounts equal to the subsidiaries’ prior year statutory net income excluding realized capital gains. While the leading source of the excess cash is investment income, due to our high underwriting margins and effective expense control, a significant portion of the excess cash also comes from underwriting income.income due to our high underwriting margins and effective expense control.
Parent Company liquidity. An important source of Parent Company liquidity is the dividends from the insurance subsidiaries noted above. These dividends are received throughout the year and are used by the Parent Company to pay dividends on common and preferred stock, interest and principal repayment requirements on Parent Company debt, and operating expenses of the Parent Company. In the first six months of 2017,2018, the Parent Company received $201$238 million of cash dividends from subsidiaries, compared with $167$201 million in 2016.2017. The increase in cash dividends received from subsidiaries was primarily due to the timing of dividend payments. For the full year 2017,2018, cash dividends from subsidiaries are expected to total approximately $455$440 million. Including transfers from other subsidiaries, and after paying shareholder dividends, interest on debt obligations and other expenses, we expect the Parent Company to have approximately $325 million in excess cash flow in 2018.
Additional sources of liquidity for the Parent Company are cash, intercompany receivables, intercompany borrowings, and a credit facility. At June 30, 2017,2018, the Parent Company had $57$79 million of invested cash and net intercompany receivables. The credit facility is discussed below.

Credit Facility. We have a credit facility with a group of lenders allowing for unsecured revolving borrowings and stand-by letters of credit up to $750 million, which could be extended up to $1 billion. We may request the extension, however, it is not guaranteed. Up to $250 million in letters of credit can be issued against the facility. The facility serves as a back-up credit line for a commercial paper program under which we may issue commercial paper at any time, with total commercial paper outstanding not to exceed the facility maximum, less any letters of credit issued. Interest on the commercial paper program is charged at variable rates. This facility was amended in May 2016 to extend the maturity date of the facility to May 2021. The amendment also allowed for an additional $100 million term loan to be issued under the facility rate structure. The term loan was issued during 2016 and will be repaid in quarterly escalating

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installments with a balloon payment of $75 million due in May 2021. Interest on the term loan is computed and paid

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monthly at 125 basis points plus 1 month LIBOR. In accordance with the agreement, we are subject to certain covenants regarding capitalization. As of June 30, 2017,2018, we were in full compliance with those covenants.

Commercial paper outstanding and any amortization payments of the term loan due within one year are included in short-term debt. The remaining balance of the term loan is included in long-term debt. Also included in short-term debt at June 30, 2018 are the $293 million par value of 9.25% Senior Notes due June 15, 2019.
The following table presents certain information about our commercial paper borrowings.
Credit Facility - Commercial Paper
(Dollar amounts in thousands)
 At At
 June 30, 
 2017
 December 31, 2016 June 30, 
 2016
 June 30, 
 2018
 December 31, 2017 June 30, 
 2017
Balance of commercial paper at end of period (par value) $303,565
 $262,850
 $285,976
 $375,200
 $324,250
 $303,565
Annualized interest rate 1.38% 0.96% 0.87% 2.61% 1.78% 1.38%
Letters of credit outstanding $177,000
 $177,000
 $177,000
 $155,000
 $177,000
 $177,000
Remaining amount available under credit line 269,435
 310,150
 287,024
 219,800
 248,750
 269,435
 Six Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 2017 2016 2018 2017
Average balance of commercial paper outstanding during period (par value) $363,859
 $298,636
 $389,234
 $363,859
Daily-weighted average interest rate (annualized) 1.17% 0.77% 2.20% 1.17%
Maximum daily amount outstanding during period (par value) $455,912
 $412,676
 $525,990
 $455,912
Our balance ofThe increase in commercial paper outstanding atduring the six months ended June 30, 2017 was $304 million compared with $263 million2018, reflects timing of cash needs at the previous year end.Parent Company and funds used to call the Company's Junior Subordinated Debentures. We have had no difficulties in accessing the commercial paper market under this facility during the six month periods ended June 30, 20172018 and 2016.2017.
In summary, Torchmark expects to have readily available funds for the foreseeable future to conduct its operations and to maintain target capital ratios in the insurance subsidiaries through internally generatedinternally-generated cash flow and the credit facility. In the unlikely event that more liquidity is needed, the Parent Company could generate additional funds through multiple sources including, but not limited to, the issuance of debt, an additional short-term credit facility, and intercompany borrowing.
Consolidated liquidity. Consolidated net cash inflows from operations were $739$617 million in the first six months of 2017,2018, compared with $605$739 million in the same period of 2016.2017. The increasedecrease is primarily attributable to timing ofa reduction in cash disbursementsflows from discontinued operations and fluctuations in the settlement of certain amounts recordedincluded in other liabilities. In addition to cash inflows from operations, our insurance companies received proceeds from maturities, calls, and repayments of fixed maturities available for sale in the amount of $216$180 million during the 20172018 period. As previously noted under the caption Credit Facility, we have in place a line of credit facility. The insurance companies have no additional outstanding credit facilities.
Cash and short-term investments were $192$151 million at June 30, 2017,2018, compared with $148$246 million at December 31, 2016.2017. In addition to these liquid assets, the entire $16.3 billion (fair value at June 30, 2017)2018) portfolio of fixed income securities is available for sale in the event of an unexpected need. Approximately 96% of our fixed income securities are publicly traded, freely tradable under SEC Rule 144, or qualified for resale under SEC Rule 144A. We generally expect to hold fixed income securities to maturity, and even though these securities are classified as available for sale, we have the ability and intent to hold any securities which are temporarily impaired until they mature. Our strong cash flows from operations, on-going investment maturities, and credit line availability make any need to sell securities for liquidity highly unlikely.
Capital Resources. Management targets an aggregate capital ratio for its insurance subsidiaries of approximately 325% of Company action level regulatory capital under Risk-Based Capital (RBC), a formula designed by insurance regulatory authorities to monitor the adequacy of capital. The 325% target is considered sufficient for the subsidiaries because of their strong reliable cash flows, the relatively low risk of their product mix, and because that ratio is in line with rating agency expectations for Torchmark. At December 31, 2016, our insurance subsidiaries had an aggregate

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Capital Resources. Our goal is to maintain capital at levels necessary to support our current ratings. For the past several years, that level has been around a National Association of Insurance Commissioners (NAIC) Company Action Level Risk Based Capital (RBC) ratio of 325% on a consolidated basis. At December 31, 2017, our consolidated RBC ratio was 314%, a decrease from the prior year due to the reduction in deferred tax assets that resulted from the passage of approximately 324%. Should we experience impairments and/or ratings downgrades withinthe tax reform legislation at the end of last year. Even though lower than the 325% target, this capital level is 6.3 times the amount of capital required by our fixed maturity portfolioregulators.

We are still in the process of setting our future the ratio could fall below targetedtarget capital levels. In suchJune, the NAIC issued adjustments to certain RBC factors to reflect the reduction of the corporate income tax rate from 35% to 21%, which are effective for 2018. Taking into account these new factors, we have roughly estimated that our consolidated RBC ratio for 2018 could be in the range of 275% to 285% excluding any additional contributions to the insurance companies' capital that may be made. To reach a case, management believes more than sufficient liquidity exists attarget ratio of 300% to 325%, the Company would have to contribute $100 million to $225 million of additional capital to the subsidiaries.

We are confident we can fund any additional capital with additional debt offerings or the use of Parent Company liquidity sources. We do not anticipate a significant impact to make additional contributionsnet income as necessarywe expect to maintaininvest the targeted ratio.proceeds at investment rates consistent with or higher than the borrowing rate.
On a consolidated basis, Torchmark’s capital structure consists of short-term debt (comprised of the commercial paper outstanding discussed above, current maturities of the term loan, and current maturities of funded debt), long-term debt (comprised of long-term maturities of funded debt and long term maturities of the term loan), and shareholders’ equity.

The outstanding long-term debt at book value was $817 million at June 30, 2018 and $1.1 billion at June 30, 2017 and December 31, 2016.2017. An analysis of debt issues outstanding is as follows at June 30, 2017.2018.

Selected Information about Debt Issues
atAs of June 30, 20172018
(Dollar amounts in thousands)
InstrumentYear
Due
 Interest
Rate
  Par
Value
 Book
Value
 Fair
Value
Year
Due
 Interest
Rate
  Par
Value
 Book
Value
 Fair
Value
Notes2023 7.875%
 $165,612
 $164,188
 $201,788
2023 7.875% $165,612
 $164,385
 $191,034
Senior Notes2019 9.250%
 292,647
 291,650
 331,271
2019 9.250% 292,647
 292,136
 309,401
Senior Notes(1)
2022 3.800%
 150,000
 148,332
 154,446
2022 3.800% 150,000
 148,626
 150,733
Junior Subordinated Debentures2052 5.875%
 125,000
 120,945
 128,400
2056 6.125% 300,000
 290,490
 312,630
Junior Subordinated Debentures2036 4.546%
(2) 
 20,000
 20,000
 20,000
2057 5.275% 125,000
 123,348
 104,881
Junior Subordinated Debentures2056 6.125%
 300,000
 290,431
 318,720
Term loan(3)
2021 2.295%
(4) 
 99,375
 99,375
 99,375
2021 3.230%
(3) 
 96,250
 96,250
 96,250
 1,152,634
 1,134,921
 1,254,000
 1,129,509
 1,115,235
 1,164,929
Less current maturity of term loan(3)
 3,125
 3,125
 3,125
Less current maturity of term loan(2)
Less current maturity of term loan(2)
 5,625
 5,625
 5,625
Less current maturity of funded debtLess current maturity of funded debt 292,647
 292,136
 309,401
Total long-term debt 1,149,509
 1,131,796
 1,250,875
Total long-term debt 831,237
 817,474
 849,903

            
Current maturity of term loan(3)(2)
 3,125
 3,125
 3,125
 5,625
 5,625
 5,625
Current maturity of funded debtCurrent maturity of funded debt 292,647
 292,136
 309,401
Commercial paper 303,565
 303,146
 303,146
Commercial paper 375,200
 373,905
 373,905
Total short term debt 306,690
 306,271
 306,271
Total short-term debtTotal short-term debt 673,472
 671,666
 688,931

            
Total debt $1,456,199
 $1,438,067
 $1,557,146
Total debt $1,504,709
 $1,489,140
 $1,538,834

(1)
An additional $150 million par value and book value is held by insurance subsidiaries that eliminates in consolidation.
(2)
The current amount of the term loan due of $5.6 million is classified as short term debt.
(3)
Interest paid at 1 month LIBOR plus 125 basis points, resets each month.
(1) An additional $150Due to increasing variable interest rates, on June 15, 2018, the Company called its $20 million par value and book value is held by insurance subsidiaries that eliminates in consolidation.
(2) Interest paid at 3 month LIBOR plus 330 basis points, resets each quarter.
(3) The current amount of the term loan due of $3.1 million is classified as short term debt.
(4) Interest paid at 1 month LIBOR plus 125 basis points, resets each month.

On April 5, 2016, Torchmark completed the issuance and sale of $300 million aggregate principal amount of Torchmark’s 6.125% Junior Subordinated Debentures due 2056. The Debentures were sold pursuant to Torchmark’s shelf registration statement on Form S-3, filed September 25, 2015. The net proceeds from the sale of the Debentures were $290 million, after giving effect to the underwriting discount and estimated expenses of the offering of the Debentures. Torchmark used the net proceeds from the offering of the Debentures primarily to repay the $250 million outstanding principal amount plus accrued interest of $8 million on its 6.375% Senior Notes that were due June 15, 2016. This resulted in higher interest expense incurred in 2016 that related to the Debenture issued in April 2016 prior to the maturity, in June 2016, of the 6.375% Senior Notes.
As previously noted under the caption Results of Operations in this report, we acquired 2.12.0 million of our outstanding common shares under our share repurchase program during the first six months of 2017.2018. These shares were acquired at a cost of $163 million (average of $76.03 per share), compared with purchases of 2.9 million shares at a cost of $163 million (average of $55.46 per share) in the first six months of 2016.
On May 18, 2017, the Company announced that it had declared a quarterly dividend of 0.15 per share. This dividend was paid on August 1, 2017.

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Table of Contents




were acquired at a cost of $174 million (average of $85.41 per share), compared with purchases of 2.1 million shares at a cost of $163 million (average of $76.03 per share) in the first six months of 2017.
On May 11, 2018, the Company announced that it had declared a quarterly dividend of $0.16 per share. This dividend was paid on August 1, 2018.
Shareholders’ equity was $5.6 billion at June 30, 2018. This compares with $6.2 billion at December 31, 2017 and $5.1 billion at June 30, 2017. This compares with $4.6 billion at December 31, 2016 and $4.9 billion at June 30, 2016. During the six months since December 31, 2016,2017, shareholders’ equity was increased by $395decreased due to $819 million of after-tax unrealized gainslosses in the fixed-maturity portfolio as interest rates have decreasedincreased over the period. In addition, shareholders' equity was increased by net income of $274$358 million. Share purchases of $163$174 million noted above during the period reduced shareholders’ equity.
We are required byunder GAAP to revalue our available for sale fixed maturity portfolio to fair market value at the end of each accounting period. These changes, net of their associated impact on deferred acquisition costs and income tax, are reflected directly in shareholders’ equity.
While GAAP requires our fixed maturity assets to be revalued, it does not permit interest-bearing insurance policy liabilities supported by those assets to be valued at fair value in a consistent manner, with changes in value applied directly to shareholders’ equity. However, due to the size of both the investment portfolio and our policy liabilities, this inconsistency in measurement can have a material impact on shareholders’ equity. Because of the long-term nature of our fixed maturities and liabilities and the strong cash flows generated by our insurance subsidiaries, we have the intent and ability to hold our securities to maturity. As such, we do not expect to incur realized gains or losses due to fluctuations in the market value of fixed maturities caused by interest rate changes or losses caused by temporarily illiquid markets. Accordingly, management removes the effect of this rule when analyzing Torchmark’s balance sheet, capital structure, and financial ratios in order to provide a more consistent and meaningful portrayal of the Company’s financial position from period to period.
The following table presents selected data related to capital resources. Additionally, the table presents the effect of the GAAP requirement to revalue our fixed maturity assets on relevant items so that investors and other financial statement users may determine its impact on our capital structure.

Selected Financial Data
(Dollar amounts in thousands, except per share data)

AtAt
June 30, 2017 December 31, 2016 June 30, 2016June 30, 2018 December 31, 2017 June 30, 2017

GAAP 
Effect of
Accounting
Rule
Requiring
Revaluation
(1)
 GAAP 
Effect of
Accounting
Rule
Requiring
Revaluation
(1)
 GAAP 
Effect of
Accounting
Rule
Requiring
Revaluation
(1)
GAAP 
Effect of
Accounting
Rule
Requiring
Revaluation
(1)
 GAAP 
Effect of
Accounting
Rule
Requiring
Revaluation
(1)
 GAAP 
Effect of
Accounting
Rule
Requiring
Revaluation
(1)
Fixed maturities$16,318,286
 $1,666,735
 $15,245,861
 $1,057,811
 $15,440,090
 $1,661,836
$16,284,691
 $934,539
 $16,969,325
 $1,974,224
 $16,318,286
 $1,666,735
Deferred acquisition costs(2)
3,862,418
 (11,778) 3,783,158
 (10,281) 3,698,449
 (13,319)4,045,890
 (8,328) 3,958,063
 (10,819) 3,862,418
 (11,778)
Total assets22,577,940
 1,654,957
 21,436,087
 1,047,530
 21,574,040
 1,648,517
22,878,701
 926,211
 23,474,985
 1,963,405
 22,577,940
 1,654,957
Short-term debt306,271
 
 264,475
 
 286,011
 
671,666
 
 328,067
 
 306,271
 
Long-term debt1,131,796
 
 1,133,165
 
 1,133,928
 
817,474
 
 1,132,201
 
 1,131,796
 
Shareholders' equity5,053,416
 1,075,722
 4,566,861
 680,894
 4,877,758
 1,071,536
5,571,609
 731,707
 6,231,421
 1,551,090
 5,053,416
 1,075,722
                      
Book value per diluted share42.55
 9.06
 37.76
 5.63
 39.87
 8.76
48.44
 6.36
 52.95
 13.18
 42.55
 9.06
Debt to capitalization(3)
22.2% (4.4)% 23.4% (3.1)% 22.5% (4.6)%21.1% (2.4)% 19.0% (4.8)% 22.2% (4.4)%
                      
Diluted shares outstanding118,764
   120,958
   122,347
  115,026
   117,696
   118,764
  
Actual shares outstanding116,259
   118,031
   119,853
  112,923
   114,593
   116,259
  
 
(1) Amount added to (deducted from) comprehensive income to produce the stated GAAP item, per accounting rule ASC 320-10-35-1.
(2) Includes the value of insurance purchased.
(3)
(1)Amount added to (deducted from) comprehensive income to produce the stated GAAP item, per accounting rule ASC 320-10-35-1.
(2)Includes the value of insurance purchased.
(3)Torchmark’s debt covenants require that the effect of this accounting rule be removed to determine this ratio. This ratio is computed by dividing total debt by the sum of total debt and shareholders’ equity.

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Interest coverage was 10.411.0 times in the first six monthmonths of 2017,2018, compared with 10.310.4 times in the 20162017 period. Interest coverage is computed by dividing interest expense into the sum of pretax income and interest expense.

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Cautionary Statements
We caution readers regarding certain forward-looking statements contained in the previous discussion and elsewhere in this document, and in any other statements made by, or on behalf of Torchmark whether or not in future filings with the Securities and Exchange Commission. Any statement that is not a historical fact or that might otherwise be considered an opinion or projection concerning Torchmark or its business, whether express or implied, is meant as and should be considered a forward-looking statement. Such statements represent management’s opinions concerning future operations, strategies, financial results or other developments. We specifically disclaim any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise.
Forward-looking statements are based upon estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control. If these estimates or assumptions prove to be incorrect, the actual results of Torchmark may differ materially from the forward-looking statements made on the basis of such estimates or assumptions. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments, which may be national in scope, related to the insurance industry generally, or applicable to Torchmark specifically. Such events or developments could include, but are not necessarily limited to:
 
1)Economic and other conditions leading to unexpected changes in lapse rates and/or sales of our policies, as well as levels of mortality, morbidity, and utilization of health care services that differ from Torchmark’s assumptions;
2)Regulatory developments, including changes in governmental regulations (particularly those impacting taxes and changes to the Federal Medicare program that would affect Medicare Supplement);
3)Market trends in the senior-aged health care industry that provide alternatives to traditional Medicare (such as Health Maintenance Organizations and other managed care or private plans) and that could affect the sales of traditional Medicare Supplement insurance;
4)Interest rate changes that affect product sales and/or investment portfolio yield;
5)General economic, industry sector or individual debt issuers’ financial conditions that may affect the current market value of securities we own, or that may impair an issuer’s ability to make principal and/or interest payments due on those securities;
6)Changes in pricing competition;
7)Litigation results;
8)Levels of administrative and operational efficiencies that differ from our assumptions;
9)The ability to obtain timely and appropriate premium rate increases for health insurance policies from our regulators;
10)The customer response to new products and marketing initiatives;
11)Reported amounts in the financial statements which are based on management’s estimates and judgments which may differ from the actual amounts ultimately realized; and
12)Compromise by a malicious actor or other event that causes a loss of secure data from, or inaccessibility to, our computer and other information technology systems.


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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no quantitative or qualitative changes with respect to market risk exposure during the six months ended June 30, 2017.2018.
Item 4. Controls and Procedures
Torchmark, under the direction of the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, has established disclosure controls and procedures that are designed to ensure that information required to be disclosed by Torchmark in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to Torchmark’s management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
As of the end of the fiscal quarter completed June 30, 2017,2018, an evaluation was performed under the supervision and with the participation of Torchmark management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, of Torchmark’s disclosure controls and procedures (as those terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon their evaluation, the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer have concluded that Torchmark’s disclosure controls and procedures are effective as of the date of this Form 10-Q. In compliance with Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), each of these officers executed a Certification included as an exhibit to this Form 10-Q.
For the quarter ended June 30, 2017,2018, there have not been any changes in Torchmark’s internal control over financial reporting or in other factors that could significantly affect this control over financial reporting subsequent to the date of their evaluation which have materially affected, or are reasonably likely to materially affect, Torchmark’s internal control over financial reporting. No material weaknesses in such internal controls were identified in the evaluation and as a consequence, no corrective action was required to be taken.

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Part II – Other Information
Item 1. Legal Proceedings

Torchmark and its subsidiaries, in common with the insurance industry in general, are subject to litigation, including claims involving tax matters, alleged breaches of contract, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of Torchmark’s subsidiaries, employment discrimination, and miscellaneous other causes of action. Based upon information presently available, and in light of legal and other factual defenses available to Torchmark and its subsidiaries, management does not believe that such litigation will have a material adverse effect on Torchmark’s financial condition, future operating results or liquidity; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future. This bespeaks caution, particularly in states with reputations for high punitive damage verdicts. Torchmark’s management recognizes that large punitive damage awards bearing little or no relation to actual damages continue to be awarded by juries in jurisdictions in which Torchmark and its subsidiaries have substantial business, creating the potential for unpredictable material adverse judgments in any given punitive damage suit.

Torchmark subsidiaries are currently the subjectSee further discussion of audits regarding the identification, reportinglitigation and escheatment of unclaimed property arising from life insurance policiesother legal proceedings in Note 6—Commitments and a limited number of annuity contracts. These audits are being conducted by private entities that have contracted with forty-eight various states through their respective Departments of Revenue, and have not resulted in any financial assessment from any state nor indicated any liability. The audits are wide-ranging and seek large amounts of data regarding claims handling, procedures and payments of contract benefits arising from unreported death claims. No estimate of range can be made at this time for loss contingencies related to possible administrative penalties or amounts that could be payable to the states for the escheatment of abandoned property.Contingencies.

Item 1A. Risk Factors
Torchmark had no material changes to its risk factors.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
    
(c)    Purchases of Certain Equity Securities by the Issuer and Others
Period 
(a) Total Number
of Shares
Purchased
 
(b) Average
Price Paid
Per Share
 
(c) Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs
 
(d) Maximum Number
of Shares (or
Approximate Dollar
Amount) that May
Yet Be Purchased
Under the Plans or
Programs
April 1-30, 2017 433,840
 $76.46
 433,840
  
May 1-31, 2017 644,000
 75.67
 644,000
  
June 1-30, 2017 106,870
 76.12
 106,870
  
Period 
(a) Total Number
of Shares
Purchased
 
(b) Average
Price Paid
Per Share
 
(c) Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs
 
(d) Maximum Number
of Shares (or
Approximate Dollar
Amount) that May
Yet Be Purchased
Under the Plans or
Programs
April 1-30, 2018 382,405
 $84.85
 382,405
  
May 1-31, 2018 444,475
 85.09
 444,475
  
June 1-30, 2018 314,095
 83.95
 314,095
  
At its August 7, 20172018 meeting, the Board of Directors reaffirmed the Company’s share repurchase program in amounts and with timing that management, in consultation with the Board, determines to be in the best interest of the Company. The program has no defined expiration date or maximum shares to be repurchased.
Item 6. Exhibits
 
(a)Exhibits
(31.1)  
(31.2)  
(31.3)  
(32.1)  
(101)  Interactive Data Files for the Torchmark Corporation Form 10-Q for the period ended June 30, 20172018


49
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                                 TMK 2018 FORM 10-Q QTR 2





SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   TORCHMARK CORPORATION
   
Date: August 8, 20177, 2018  /s/ Gary L. Coleman
   Gary L. Coleman
   Co-Chairman and Chief Executive Officer
   
Date: August 8, 20177, 2018  /s/ Larry M. Hutchison
   Larry M. Hutchison
   Co-Chairman and Chief Executive Officer
   
Date: August 8, 20177, 2018  /s/ Frank M. Svoboda
   Frank M. Svoboda
   Executive Vice President and Chief Financial Officer

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