UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q




(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
x		OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, ~~2016~~2017
		OR
¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
¨		OF THE SECURITIES EXCHANGE ACT OF 1934
		Commission File Number 1-11848

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact name of Registrant as specified in its charter)



MISSOURI		43-1627032
(State or other jurisdiction		(IRS employer
of incorporation or organization)		identification number)

16600 Swingley Ridge Road

Chesterfield, Missouri 63017

(Address of principal executive offices)

(636) 736-7000

(Registrant’s telephone number, including area code)

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.

Yes ☒xNo o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒x Accelerated filer o Non-accelerated filer o

Smaller reporting companyo Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ☒x

As of October 31, ~~2016,~~ ~~64,207,730~~2017, 64,404,061 shares of the registrant’s common stock were outstanding.

Table of Contents

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

TABLE OF CONTENTS


Item		Page		Page

	PART I – FINANCIAL INFORMATION		PART I – FINANCIAL INFORMATION

1	Financial Statements		Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) September 30, 2016 and December 31, 2015	3
	Condensed Consolidated Statements of Income (Unaudited) Three and nine months ended September 30, 2016 and 2015	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and nine months ended September 30, 2016 and 2015	5	Condensed Consolidated Balance Sheets (Unaudited) September 30, 2017 and December 31, 2016	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, 2016 and 2015	6	Condensed Consolidated Statements of Income (Unaudited) Three and nine months ended September 30, 2017 and 2016	4
	Notes to Condensed Consolidated Financial Statements (Unaudited):	7	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and nine months ended September 30, 2017 and 2016	5
	1. Business and Basis of Presentation	7	Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, 2017 and 2016	6
	2. Earnings Per Share	7	Notes to Condensed Consolidated Financial Statements (Unaudited):	7
	3. Equity	8	1. Business and Basis of Presentation	7
	4. Investments	9	2. Earnings Per Share	7
	5. Derivative Instruments	19	3. Equity	8
	6. Fair Value of Assets and Liabilities	27	4. Investments	10
	7. Segment Information	43	5. Derivative Instruments	20
	8. Commitments, Contingencies and Guarantees	44	6. Fair Value of Assets and Liabilities	28
	9. Income Tax	45	7. Segment Information	43
	10. Employee Benefit Plans	46	8. Commitments, Contingencies and Guarantees	44
	11. Equity Based Compensation	46	9. Income Tax	45
	12. Reinsurance	46	10. Employee Benefit Plans	46
	13. Financing Activities	47	11. Reinsurance	46
	14. New Accounting Standards	47	12. New Accounting Standards	47
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
3	Quantitative and Qualitative Disclosures About Market Risk	83	Quantitative and Qualitative Disclosures About Market Risk	81
4	Controls and Procedures	84	Controls and Procedures	82

	PART II – OTHER INFORMATION		PART II – OTHER INFORMATION

1	Legal Proceedings	85	Legal Proceedings	83
1A	Risk Factors	85	Risk Factors	83
2	Unregistered Sales of Equity Securities and Use of Proceeds	85	Unregistered Sales of Equity Securities and Use of Proceeds	83
6	Exhibits	85	Exhibits	83
	Signatures	86	Signatures	85
	Index to Exhibits	87	Index to Exhibits	84

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2016			December 31, 2015			September 30, 2017			December 31, 2016
	(Dollars in thousands, except share data)						(Dollars in thousands, except share data)
Assets
Fixed maturity securities:
Available-for-sale at fair value (amortized cost of $30,097,896 and $28,322,977)	$	33,536,419		$	29,642,905
Mortgage loans on real estate (net of allowances of $6,746 and $6,813)	3,607,700			3,129,951
Available-for-sale at fair value (amortized cost of $33,889,968 and $30,211,787)							$	36,381,742		$	32,093,625
Mortgage loans on real estate (net of allowances of $9,137 and $7,685)							4,322,329			3,775,522
Policy loans	1,414,963			1,468,796			1,340,146			1,427,602
Funds withheld at interest	5,922,656			5,880,203			6,020,336			5,875,919
Short-term investments	126,702			558,284			80,582			76,710
Other invested assets	1,777,065			1,298,120			1,532,523			1,591,940
Total investments	46,385,505			41,978,259			49,677,658			44,841,318
Cash and cash equivalents	1,379,693			1,525,275			1,204,590			1,200,718
Accrued investment income	391,837			339,452			420,111			347,173
Premiums receivable and other reinsurance balances	1,834,362			1,797,504			2,411,777			1,930,755
Reinsurance ceded receivables	694,906			637,859			779,118			683,972
Deferred policy acquisition costs	3,406,093			3,392,437			3,315,237			3,338,605
Other assets	740,102			712,366			885,540			755,338
Total assets	$	54,832,498		$	50,383,152		$	58,694,031		$	53,097,879
Liabilities and Stockholders’ Equity
Future policy benefits	$	19,634,157		$	19,612,251		$	21,084,562		$	19,581,573
Interest-sensitive contract liabilities	14,217,831			13,663,873			16,370,090			14,029,354
Other policy claims and benefits	4,304,491			4,094,640			4,899,367			4,263,026
Other reinsurance balances	353,426			296,899			415,692			388,989
Deferred income taxes	3,071,995			2,218,328			3,180,545			2,770,640
Other liabilities	1,321,017			1,165,071			1,061,352			1,041,880
Short-term debt	299,876			—
Long-term debt	2,788,834			2,297,548			2,788,480			3,088,635
Collateral finance and securitization notes	847,389			899,161			796,825			840,700
Total liabilities	46,839,016			44,247,771			50,596,913			46,004,797
Commitments and contingent liabilities (See Note 8)
Stockholders’ Equity:
Preferred stock - par value $.01 per share, 10,000,000 shares authorized, no shares issued or outstanding	—			—			—			—
Common stock - par value $.01 per share, 140,000,000 shares authorized, 79,137,758 shares issued at September 30, 2016 and December 31, 2015	791			791
Common stock - par value $.01 per share, 140,000,000 shares authorized, 79,137,758 shares issued at September 30, 2017 and December 31, 2016							791			791
Additional paid-in capital	1,842,390			1,816,142			1,865,699			1,848,611
Retained earnings	5,039,470			4,620,303			5,712,590			5,199,130
Treasury stock, at cost - 14,931,485 and 13,933,232 shares	(1,101,495		)	(1,010,139		)
Treasury stock, at cost - 14,769,487 and 14,835,256 shares							(1,107,719		)	(1,094,779		)
Accumulated other comprehensive income	2,212,326			708,284			1,625,757			1,139,329
Total stockholders’ equity	7,993,482			6,135,381			8,097,118			7,093,082
Total liabilities and stockholders’ equity	$	54,832,498		$	50,383,152		$	58,694,031		$	53,097,879

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three months ended September 30,					Nine months ended September 30,						Three months ended September 30,					Nine months ended September 30,
	2016		2015			2016			2015			2017			2016		2017			2016
Revenues:	(Dollars in thousands, except per share data)											(Dollars in thousands, except per share data)
Net premiums	$	2,251,758	$	2,089,345		$	6,755,708		$	6,242,240		$	2,489,797		$	2,251,758	$	7,335,944		$	6,755,708
Investment income, net of related expenses	489,727		389,597			1,414,659			1,267,027			556,918			489,727		1,589,820			1,414,659
Investment related gains (losses), net:
Other-than-temporary impairments on fixed maturity securities	—		(23,111		)	(34,663		)	(29,775		)	(390		)	—		(20,980		)	(34,663		)
Other investment related gains (losses), net	86,624		(88,235		)	118,665			(90,166		)	23,043			86,624		160,451			118,665
Total investment related gains (losses), net	86,624		(111,346		)	84,002			(119,941		)	22,653			86,624		139,471			84,002
Other revenues	72,468		71,038			197,844			200,261			75,942			72,468		218,091			197,844
Total revenues	2,900,577		2,438,634			8,452,213			7,589,587			3,145,310			2,900,577		9,283,326			8,452,213
Benefits and Expenses:
Claims and other policy benefits	1,993,064		1,831,819			5,877,330			5,473,453			2,100,680			1,993,064		6,371,188			5,877,330
Interest credited	116,848		34,008			300,602			231,932			126,099			116,848		349,068			300,602
Policy acquisition costs and other insurance expenses	300,962		249,702			940,406			827,157			365,424			300,962		1,064,645			940,406
Other operating expenses	152,556		142,270			469,875			395,488			168,417			152,556		481,279			469,875
Interest expense	43,063		35,565			96,201			107,043			36,836			43,063		108,590			96,201
Collateral finance and securitization expense	6,484		5,133			19,396			16,462			7,692			6,484		21,235			19,396
Total benefits and expenses	2,612,977		2,298,497			7,703,810			7,051,535			2,805,148			2,612,977		8,396,005			7,703,810
Income before income taxes	287,600		140,137			748,403			538,052			340,162			287,600		887,321			748,403
Provision for income taxes	88,881		56,603			237,109			199,013			112,571			88,881		282,028			237,109
Net income	$	198,719	$	83,534		$	511,294		$	339,039		$	227,591		$	198,719	$	605,293		$	511,294
Earnings per share:
Basic earnings per share	$	3.10	$	1.26		$	7.95		$	5.07		$	3.53		$	3.10	$	9.39		$	7.95
Diluted earnings per share	$	3.07	$	1.25		$	7.87		$	5.01		$	3.47		$	3.07	$	9.23		$	7.87
Dividends declared per share	$	0.41	$	0.37		$	1.15		$	1.03		$	0.50		$	0.41	$	1.32		$	1.15

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017		2016
Comprehensive income (loss)	(Dollars in thousands)
Comprehensive income													(Dollars in thousands)
Net income	$	198,719		$	83,534		$	511,294		$	339,039		$	227,591		$	198,719		$	605,293	$	511,294
Other comprehensive income (loss), net of tax:
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(28,233		)	(105,504		)	59,442			(201,340		)	46,733			(28,233		)	68,085		59,442
Net unrealized investment gains	254,658			(139,066		)	1,445,776			(552,783		)	(93,574		)	254,658			415,870		1,445,776
Defined benefit pension and postretirement plan adjustments	527			1,685			(1,176		)	3,473			700			527			2,473		(1,176		)
Total other comprehensive income (loss), net of tax	226,952			(242,885		)	1,504,042			(750,650		)
Total comprehensive income (loss)	$	425,671		$	(159,351	)	$	2,015,336		$	(411,611	)
Total other comprehensive income, net of tax													(46,141		)	226,952			486,428		1,504,042
Total comprehensive income													$	181,450		$	425,671		$	1,091,721	$	2,015,336

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months ended September 30,						Nine months ended September 30,
	2016			2015			2017			2016
	(Dollars in thousands)						(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	511,294		$	339,039		$	605,293		$	511,294
Adjustments to reconcile net income to net cash provided by operating activities:
Change in operating assets and liabilities:
Accrued investment income	(58,863		)	(47,088		)	(63,321		)	(58,863		)
Premiums receivable and other reinsurance balances	(3,619		)	(100,804		)	(421,027		)	(3,619		)
Deferred policy acquisition costs	(15,059		)	(42,855		)	67,471			(15,059		)
Reinsurance ceded receivable balances	(77,741		)	(42,620		)	(120,013		)	(77,741		)
Future policy benefits, other policy claims and benefits, and other reinsurance balances	479,606			594,389			982,164			479,606
Deferred income taxes	165,988			128,557			236,185			165,988
Other assets and other liabilities, net	29,343			(14,670		)	78,848			29,343
Amortization of net investment premiums, discounts and other	(55,967		)	(61,714		)	(95,227		)	(55,967		)
Depreciation and amortization expense							21,384			19,489
Investment related (gains) losses, net	(84,002		)	119,941			(139,471		)	(84,002		)
Excess tax benefits from share-based payment arrangement	—			(2,884		)
Other, net	128,892			9,175			(47,787		)	109,403
Net cash provided by operating activities	1,019,872			878,466			1,104,499			1,019,872
Cash Flows from Investing Activities:
Sales of fixed maturity securities available-for-sale	3,649,187			3,904,948			6,364,236			3,649,187
Maturities of fixed maturity securities available-for-sale	349,836			342,126			385,993			349,836
Sales of equity securities	331,978			63,797			192,821			331,978
Principal payments on mortgage loans on real estate	377,671			223,807			208,052			377,671
Principal payments on policy loans	59,518			531			93,286			59,518
Purchases of fixed maturity securities available-for-sale	(5,938,302		)	(3,746,290		)	(7,450,749		)	(5,938,302		)
Purchases of equity securities	(523,499		)	(75,396		)	(60,790		)	(523,499		)
Cash invested in mortgage loans on real estate	(857,445		)	(686,878		)	(751,702		)	(857,445		)
Cash invested in policy loans	(5,685		)	(6,628		)	(5,830		)	(5,685		)
Cash invested in funds withheld at interest	(31,222		)	(63,390		)	(12,597		)	(31,222		)
Purchase of businesses, net of cash acquired of $19,377	—			(195,151		)
Purchases of property and equipment	—			(24,240		)	(33,242		)	—
Cash paid under securities repurchase agreements	—			(101,203		)
Change in short-term investments	418,625			35,014			65,664			418,625
Change in other invested assets	(78,068		)	144,011			(51,476		)	(78,068		)
Net cash used in investing activities	(2,247,406		)	(184,942		)	(1,056,334		)	(2,247,406		)
Cash Flows from Financing Activities:
Dividends to stockholders	(74,034		)	(69,111		)	(85,086		)	(74,034		)
Repayment of collateral finance and securitization notes	(60,971		)	(19,732		)	(56,637		)	(60,971		)
Proceeds from issuance of collateral finance and securitization notes	—			160,060
Proceeds from long-term debt issuance	799,984			—			—			799,984
Debt issuance costs	(9,026		)	(1,074		)	—			(9,026		)
Principal payments of long-term debt	(1,850		)	(1,776		)	(301,927		)	(1,850		)
Purchases of treasury stock	(121,896		)	(333,432		)	(41,360		)	(121,896		)
Excess tax benefits from share-based payment arrangement	—			2,884
Exercise of stock options, net	11,752			12,551			4,450			11,752
Change in cash collateral for derivative positions and other arrangements	24,749			60,202			(46,206		)	24,749
Deposits on universal life and other investment type policies and contracts	874,708			204,456			1,007,563			874,708
Withdrawals on universal life and other investment type policies and contracts	(386,900		)	(556,821		)	(568,789		)	(386,900		)
Net cash provided by (used in) financing activities	1,056,516			(541,793		)
Net cash provided by financing activities							(87,992		)	1,056,516
Effect of exchange rate changes on cash	25,436			(49,708		)	43,699			25,436
Change in cash and cash equivalents	(145,582		)	102,023			3,872			(145,582		)
Cash and cash equivalents, beginning of period	1,525,275			1,645,669			1,200,718			1,525,275
Cash and cash equivalents, end of period	$	1,379,693		$	1,747,692		$	1,204,590		$	1,379,693
Supplemental disclosures of cash flow information:
Interest paid	$	114,043		$	103,481		$	129,136		$	114,043
Income taxes paid, net of refunds	$	47,312		$	13,494		$	27,385		$	47,312
Non-cash transactions:
Transfer of invested assets	$	3,621		$	342,082		$	2,247,136		$	3,621
Accrual for capitalized assets	$	—		$	804
Purchase of businesses:
Assets acquired, excluding cash acquired	$	—		$	3,685,708
Liabilities assumed	—			(3,490,557		)
Net cash paid on purchase	$	—		$	195,151

See accompanying notes to condensed consolidated financial statements (unaudited).

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REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


1.	Business and Basis of Presentation

Reinsurance Group of America, Incorporated (“RGA”) is an insurance holding company that was formed on December 31, 1992. The accompanying unaudited condensed consolidated financial statements of RGA and its subsidiaries (collectively, the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by ~~accounting principles generally accepted in the United States of America~~GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments necessary for a fair presentation have been included. Results for the nine months ended September 30, ~~2016~~2017 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2016.~~2017. These unaudited condensed consolidated financial statements include the accounts of RGA and its subsidiaries, and all intercompany accounts and transactions have been eliminated. These condensed consolidated statements should be read in conjunction with the Company’s ~~2015~~2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February ~~29, 2016~~28, 2017 (the ~~"2015~~“2016 Annual ~~Report"~~Report”).


2.	Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share on net income (in thousands, except per share information):


	Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
Earnings:
Net income (numerator for basic and diluted calculations)	$	198,719	$	83,534	$	511,294	$	339,039	$	227,591	$	198,719	$	605,293	$	511,294
Shares:
Weighted average outstanding shares (denominator for basic calculation)	64,146		66,205		64,281		66,895		64,488		64,146		64,430		64,281
Equivalent shares from outstanding stock options	669		677		663		749		1,165		669		1,174		663
Denominator for diluted calculation	64,815		66,882		64,944		67,644		65,653		64,815		65,604		64,944
Earnings per share:
Basic	$	3.10	$	1.26	$	7.95	$	5.07	$	3.53	$	3.10	$	9.39	$	7.95
Diluted	$	3.07	$	1.25	$	7.87	$	5.01	$	3.47	$	3.07	$	9.23	$	7.87

The calculation of common equivalent shares does not include the impact of options having a strike or conversion price that exceeds the average stock price for the earnings period, as the result would be antidilutive. The calculation of common equivalent shares also excludes the impact of outstanding performance contingent shares, as the conditions necessary for their issuance have not been satisfied as of the end of the reporting period. For the three months ended September 30, ~~2016~~2017, no0.1 million stock options and approximately ~~0.7~~0.3 million performance contingent shares were excluded from the calculation. For the three months ended September 30, ~~2015~~2016, no stock options and approximately 0.7 million performance contingent shares were excluded from the calculation. Year-to-date amounts for equivalent shares from outstanding stock options and performance contingent shares are the weighted average of the individual quarterly amounts.

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3.	Equity

Common Stock

The changes in number of common stock shares, issued, held in treasury and outstanding are as follows for the periods indicated:


	Issued	Held In Treasury		Outstanding		Issued	Held In Treasury		Outstanding
Balance, December 31, 2015	79,137,758	13,933,232		65,204,526
Balance, December 31, 2016						79,137,758	14,835,256		64,302,502
Common stock acquired	—	1,356,892		(1,356,892	)	—	208,680		(208,680	)
Stock-based compensation ⁽¹⁾	—	(358,639	)	358,639		—	(274,449	)	274,449
Balance, September 30, 2016	79,137,758	14,931,485		64,206,273
Balance, September 30, 2017						79,137,758	14,769,487		64,368,271


	Issued	Held In Treasury		Outstanding		Issued	Held In Treasury		Outstanding
Balance, December 31, 2014	79,137,758	10,364,797		68,772,961
Balance, December 31, 2015						79,137,758	13,933,232		65,204,526
Common stock acquired	—	3,573,797		(3,573,797	)	—	1,356,892		(1,356,892	)
Stock-based compensation ⁽¹⁾	—	(550,237	)	550,237		—	(358,639	)	358,639
Balance, September 30, 2015	79,137,758	13,388,357		65,749,401
Balance, September 30, 2016						79,137,758	14,931,485		64,206,273


(1)	Represents net shares issued from treasury pursuant to the ~~Company's~~Company’s equity-based compensation programs.

Common Stock Held in Treasury

Common stock held in treasury is accounted for at average cost. Gains resulting from the reissuance of common stock held in treasury are credited to additional paid-in capital. Losses resulting from the reissuance of common stock held in treasury are charged first to additional paid-in capital to the extent the Company has previously recorded gains on treasury share transactions, then to retained earnings.

On January ~~21, 2016, RGA's~~26, 2017, RGA’s board of directors authorized a share repurchase program for up to $400.0 million of ~~RGA's~~RGA’s outstanding common stock. The authorization was effective immediately and does not have an expiration date. In connection with this new authorization, the board of directors terminated the stock repurchase authority granted in ~~2015.~~2016. During the first nine months of ~~2016,~~2017, RGA repurchased ~~1.4~~0.2 million shares of common stock under this program for ~~$116.5~~$26.9 million.

Accumulated Other Comprehensive Income (Loss)

The balance of and changes in each component of accumulated other comprehensive income (loss) (“AOCI”) for the nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 are as follows (dollars in thousands):


	AOCI, Net of Income Tax												Accumulated Currency Translation Adjustments			Unrealized Appreciation (Depreciation) of Investments⁽¹⁾			Pension and Postretirement Benefits			Total
	Accumulated Currency Translation Adjustments			Unrealized Appreciation (Depreciation) of Investments⁽¹⁾			Pension and Postretirement Benefits			Total
Balance, December 31, 2015	$	(181,151	)	$	935,697		$	(46,262	)	$	708,284
Balance, December 31, 2016													$	(172,541	)	$	1,355,033		$	(43,163	)	$	1,139,329
Other comprehensive income (loss) before reclassifications	68,271			2,191,823			(6,079		)	2,254,015			23,117			671,564			(191		)	694,490
Amounts reclassified to (from) AOCI	—			(109,145		)	4,253			(104,892		)	—			(51,407		)	4,006			(47,401		)
Deferred income tax benefit (expense)	(8,829		)	(636,902		)	650			(645,081		)	44,968			(204,287		)	(1,342		)	(160,661		)
Balance, September 30, 2016	$	(121,709	)	$	2,381,473		$	(47,438	)	$	2,212,326
Balance, September 30, 2017													$	(104,456	)	$	1,770,903		$	(40,690	)	$	1,625,757


	AOCI, Net of Income Tax												Accumulated Currency Translation Adjustments			Unrealized Appreciation (Depreciation) of Investments⁽¹⁾			Pension and Postretirement Benefits			Total
	Accumulated Currency Translation Adjustments			Unrealized Appreciation (Depreciation) of Investments⁽¹⁾			Pension and Postretirement Benefits			Total
Balance, December 31, 2014	$	81,847		$	1,624,773		$	(49,491	)	$	1,657,129
Balance, December 31, 2015													$	(181,151	)	$	935,697		$	(46,262	)	$	708,284
Other comprehensive income (loss) before reclassifications	(176,562		)	(843,541		)	1,254			(1,018,849		)	68,271			2,191,823			(6,079		)	2,254,015
Amounts reclassified to (from) AOCI	—			34,790			4,002			38,792			—			(109,145		)	4,253			(104,892		)
Deferred income tax benefit (expense)	(24,778		)	255,968			(1,783		)	229,407			(8,829		)	(636,902		)	650			(645,081		)
Balance, September 30, 2015	$	(119,493	)	$	1,071,990		$	(46,018	)	$	906,479
Balance, September 30, 2016													$	(121,709	)	$	2,381,473		$	(47,438	)	$	2,212,326


(1)	Includes cash flow hedges of $347 and $(2,496) as of September 30, 2017 and December 31, 2016, respectively, and $(40,597) and $(29,397) as of September 30, 2016 and December 31, 2015, ~~respectively, and $(37,167) and $(31,591) as of September 30, 2015 and December 31, 2014,~~ respectively. See Note 5 - “Derivative Instruments” for additional information on cash flow hedges.

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The following table presents the amounts of AOCI reclassifications for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 (dollars in thousands):


	Amount Reclassified from AOCI													Amount Reclassified from AOCI
	Three months ended September 30,						Nine months ended September 30,							Three months ended September 30,						Nine months ended September 30,
Details about AOCI Components	2016			2015			2016			2015			Affected Line Item in Statements of Income	2017			2016			2017			2016			Affected Line Item in Statements of Income
Net unrealized investment gains (losses):
Net unrealized gains (losses) on available-for-sale securities	$	72,351		$	(31,506	)	$	84,250		$	(26,598	)	Investment related gains (losses), net
Cash flow hedges - Interest rate swaps	200			(60		)	454			231			(1)
Net unrealized gains and losses on available-for-sale securities														$	10,515		$	72,351		$	39,032		$	84,250		Investment related gains (losses), net
Cash flow hedges - Currency/Interest rate														230			200			560			454			(1)
Cash flow hedges - Forward bond purchase commitments	137			127			(120		)	1,094			(1)	224			137			286			(120		)	(1)
Deferred policy acquisition costs attributed to unrealized gains and losses	12,090			(9,543		)	24,561			(9,517		)	(2)	1,116			12,090			11,529			24,561			(2)
Total	84,778			(40,982		)	109,145			(34,790		)		12,085			84,778			51,407			109,145
Provision for income taxes	(27,680		)	13,948			(32,676		)	13,410				(3,991		)	(27,680		)	(16,015		)	(32,676		)
Net unrealized gains (losses), net of tax	$	57,098		$	(27,034	)	$	76,469		$	(21,380	)		$	8,094		$	57,098		$	35,392		$	76,469
Amortization of defined benefit plan items:
Prior service cost	$	391		$	(82	)	$	238		$	(245	)	(3)
Actuarial gains (losses)	(1,177		)	(1,955		)	(4,491		)	(3,757		)	(3)
Prior service cost (credit)														$	590		$	391		$	732		$	238		(3)
Actuarial gains/(losses)														(1,661		)	(1,177		)	(4,738		)	(4,491		)	(3)
Total	(786		)	(2,037		)	(4,253		)	(4,002		)		(1,071		)	(786		)	(4,006		)	(4,253		)
Provision for income taxes	276			713			1,489			1,401				375			276			1,402			1,489
Amortization of defined benefit plans, net of tax	$	(510	)	$	(1,324	)	$	(2,764	)	$	(2,601	)		$	(696	)	$	(510	)	$	(2,604	)	$	(2,764	)

Total reclassifications for the period	$	56,588		$	(28,358	)	$	73,705		$	(23,981	)		$	7,398		$	56,588		$	32,788		$	73,705


(1)	See Note 5 - ~~"Derivative Instruments"~~“Derivative Instruments” for additional information on cash flow hedges.


(2)	This AOCI component is included in the computation of the deferred policy acquisition cost. See Note 8 – “Deferred Policy Acquisition Costs” of the ~~2015~~2016 Annual Report for additional details.


(3)	This AOCI component is included in the computation of the net periodic pension cost. See Note 10 – “Employee Benefit Plans” for additional details.

Equity Based Compensation

Equity compensation expense was $17.1 million and $27.1 million in the first nine months of 2017 and 2016, respectively. In the first quarter of 2017, the Company granted 0.2 million stock appreciation rights at $129.72 weighted average exercise price per share and 0.2 million performance contingent units to employees. Additionally, non-employee directors were granted a total of 7,696 shares of common stock. As of September 30, 2017, 1.6 million share options at a weighted average strike price per share of $60.77 were vested and exercisable, with a remaining weighted average exercise period of 4.6 years. As of September 30, 2017, the total compensation cost of non-vested awards not yet recognized in the condensed consolidated financial statements was $32.5 million. It is estimated that these costs will vest over a weighted average period of 1.2 years.

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4.	Investments

Fixed Maturity and Equity Securities Available-for-Sale

The following tables provide information relating to investments in fixed maturity and equity securities by sector as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


September 30, 2016:	Amortized		Unrealized		Unrealized		Estimated Fair		% of		Other-than- temporary impairments
	Cost		Gains		Losses		Value		Total		in AOCI
September 30, 2017:														Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		% of Total		Other-than- temporary impairments in AOCI
Available-for-sale:
Corporate securities	$	18,762,648	$	1,498,816	$	96,616	$	20,164,848	60.2	%	$	—		$	21,418,741	$	1,209,999	$	92,910	$	22,535,830	61.9	%	$	—
Canadian and Canadian provincial governments	2,598,625		1,541,754		—		4,140,379		12.3		—			2,850,982		1,142,635		2,432		3,991,185		11.0		—
Residential mortgage-backed securities	1,247,677		67,854		3,839		1,311,692		3.9		(300		)	1,645,379		42,202		8,276		1,679,305		4.6		—
Asset-backed securities	1,388,263		13,706		19,395		1,382,574		4.1		275			1,680,918		18,713		5,063		1,694,568		4.7		275
Commercial mortgage-backed securities	1,402,249		73,402		618		1,475,033		4.4		(1,609		)	1,293,296		25,471		5,445		1,313,322		3.6		—
U.S. government and agencies	1,479,295		80,402		161		1,559,536		4.7		—			1,621,053		13,614		30,998		1,603,669		4.4		—
State and political subdivisions	549,669		72,598		4,418		617,849		1.8		—			614,099		52,919		5,987		661,031		1.8		—
Other foreign government, supranational and foreign government-sponsored enterprises	2,669,470		220,274		5,236		2,884,508		8.6		—			2,765,500		145,025		7,693		2,902,832		8.0		—
Total fixed maturity securities	$	30,097,896	$	3,568,806	$	130,283	$	33,536,419	100.0	%	$	(1,634	)	$	33,889,968	$	2,650,578	$	158,804	$	36,381,742	100.0	%	$	275
Non-redeemable preferred stock	$	56,944	$	2,512	$	6,604	$	52,852	12.6	%				$	41,878	$	312	$	3,289	$	38,901	34.4	%
Other equity securities	360,839		7,013		456		367,396		87.4					74,514		633		1,117		74,030		65.6
Total equity securities	$	417,783	$	9,525	$	7,060	$	420,248	100.0	%				$	116,392	$	945	$	4,406	$	112,931	100.0	%

~~Table of Contents~~


December 31, 2015:	Amortized		Unrealized		Unrealized		Estimated Fair		% of		Other-than- temporary impairments
	Cost		Gains		Losses		Value		Total		in AOCI
December 31, 2016:														Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		% of Total		Other-than- temporary impairments in AOCI
Available-for-sale:
Corporate securities	$	17,575,507	$	599,718	$	467,069	$	17,708,156	59.7	%	$	—		$	18,924,711	$	911,618	$	217,245	$	19,619,084	61.1	%	$	—
Canadian and Canadian provincial governments	2,469,009		1,110,282		2,532		3,576,759		12.1		—			2,561,605		1,085,982		3,541		3,644,046		11.4		—
Residential mortgage-backed securities	1,277,998		45,152		11,673		1,311,477		4.4		(300		)	1,258,039		33,917		13,380		1,278,576		4.0		(375		)
Asset-backed securities	1,219,000		12,052		18,376		1,212,676		4.1		354			1,443,822		9,350		23,828		1,429,344		4.5		275
Commercial mortgage-backed securities	1,456,848		37,407		11,168		1,483,087		5.0		(1,609		)	1,342,440		28,973		7,759		1,363,654		4.2		—
U.S. government and agencies	1,423,791		15,586		57,718		1,381,659		4.7		—			1,518,702		12,644		63,044		1,468,302		4.6		—
State and political subdivisions	480,067		40,014		9,067		511,014		1.7		—			566,761		37,499		12,464		591,796		1.8		—
Other foreign government, supranational and foreign government-sponsored enterprises	2,420,757		78,964		41,644		2,458,077		8.3		—			2,595,707		123,054		19,938		2,698,823		8.4		—
Total fixed maturity securities	$	28,322,977	$	1,939,175	$	619,247	$	29,642,905	100.0	%	$	(1,555	)	$	30,211,787	$	2,243,037	$	361,199	$	32,093,625	100.0	%	$	(100	)
Non-redeemable preferred stock	$	85,645	$	7,837	$	5,962	$	87,520	69.5	%				$	55,812	$	1,648	$	6,337	$	51,123	18.6	%
Other equity securities	40,584		—		2,242		38,342		30.5					229,767		1,792		7,321		224,238		81.4
Total equity securities	$	126,229	$	7,837	$	8,204	$	125,862	100.0	%				$	285,579	$	3,440	$	13,658	$	275,361	100.0	%

The Company enters into various collateral arrangements with counterparties that require both the pledging and acceptance of fixed maturity securities as collateral. Pledged fixed maturity securities are included in fixed maturity securities, available-for-sale in the condensed consolidated balance sheets. Fixed maturity securities received as collateral are held in separate custodial accounts and are not recorded on the Company’s condensed consolidated balance sheets. Subject to certain constraints, the Company is permitted by contract to sell or repledge collateral it receives; however, as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, none of the collateral received had been sold or repledged. The Company also holds assets in trust to satisfy collateral requirements under certain third-party reinsurance treaties. The following table includes fixed maturity securities pledged and received as collateral and assets in trust held to satisfy collateral requirements under derivative transactions and certain third-party reinsurance treaties as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):

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	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Fixed maturity securities pledged as collateral	$	191,791	$	201,124	$	169,678	$	176,782	$	68,841	$	72,365	$	207,066	$	210,676
Fixed maturity securities received as collateral	n/a		320,838		n/a		242,914		n/a		461,237		n/a		300,925
Assets in trust held to satisfy collateral requirements	12,258,854		13,525,565		10,535,729		10,928,393		14,598,404		15,598,457		12,135,258		12,874,370

The Company monitors its concentrations of financial instruments on an ongoing basis and mitigates credit risk by maintaining a diversified investment portfolio which limits exposure to any one issuer. The Company’s exposure to concentrations of credit risk from single issuers greater than 10% of the Company’s stockholders’ equity included securities of the U.S. government and its agencies as well as the securities disclosed below as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands).


	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Fixed maturity securities guaranteed or issued by:
Canadian province of Quebec									$	1,115,505	$	1,766,749	$	1,004,261	$	1,612,957
Canadian province of Ontario	$	843,239	$	1,254,701	$	864,444	$	1,199,080	932,872		1,231,201		832,764		1,126,433
Canadian province of Quebec	1,021,325		1,877,335		943,484		1,525,903

The amortized cost and estimated fair value of fixed maturity securities classified as available-for-sale at September 30, ~~2016~~2017 are shown by contractual maturity in the table below (dollars in thousands). Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset and mortgage-backed securities are shown separately in the table below, as they are not due at a single maturity date.

~~Table of Contents~~


	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Available-for-sale:
Due in one year or less	$	728,318	$	733,750	$	910,821	$	915,586
Due after one year through five years	6,519,471		6,847,608		7,339,134		7,618,692
Due after five years through ten years	8,991,047		9,689,531		9,581,912		10,090,704
Due after ten years	9,820,871		12,096,231		11,438,508		13,069,565
Asset and mortgage-backed securities	4,038,189		4,169,299		4,619,593		4,687,195
Total	$	30,097,896	$	33,536,419	$	33,889,968	$	36,381,742

Corporate Fixed Maturity Securities

The tables below show the major industry types of the Company’s corporate fixed maturity holdings as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


September 30, 2016:			Estimated
September 30, 2017:									Estimated
	Amortized Cost		Fair Value		% of Total		Amortized Cost		Fair Value		% of Total
Finance	$	6,530,758	$	6,916,195	34.4	%	$	7,797,576	$	8,146,891	36.2	%
Industrial	10,241,489		11,028,232		54.6		11,323,024		11,914,845		52.8
Utility	1,990,401		2,220,421		11.0		2,298,141		2,474,094		11.0
Total	$	18,762,648	$	20,164,848	100.0	%	$	21,418,741	$	22,535,830	100.0	%

December 31, 2015:			Estimated
December 31, 2016:									Estimated
	Amortized Cost		Fair Value		% of Total		Amortized Cost		Fair Value		% of Total
Finance	$	5,408,791	$	5,555,044	31.4	%	$	6,725,199	$	6,888,968	35.2	%
Industrial	10,211,426		10,129,917		57.2		10,228,813		10,639,613		54.2
Utility	1,955,290		2,023,195		11.4		1,970,699		2,090,503		10.6
Total	$	17,575,507	$	17,708,156	100.0	%	$	18,924,711	$	19,619,084	100.0	%

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Other-Than-Temporary Impairments - Fixed Maturity and Equity Securities

As discussed in Note 2 – “Summary of Significant Accounting Policies” of the ~~2015~~2016 Annual Report, a portion of certain other-than-temporary impairment (“OTTI”) losses on fixed maturity securities is recognized in AOCI. For these securities, the net amount recognized in the condensed consolidated statements of income (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in AOCI. The following table sets forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in AOCI, and the corresponding changes in such amounts (dollars in thousands):

Three months ended September 30, Nine months ended September 30,
2016 2015 2016 2015
Balance, beginning of period $ 6,974
$ 7,284
$ 7,284
$ 7,284
Credit loss OTTI previously recognized on securities which matured, paid down, prepaid or were sold during the period —
—
(310 ) —
Balance, end of period $ 6,974
$ 7,284
$ 6,974
$ 7,284

~~Table of Contents~~



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017			2016
Balance, beginning of period	$	3,677	$	6,974	$	6,013		$	7,284
Credit loss OTTI previously recognized on securities which matured, paid down, prepaid or were sold during the period	—		—		(2,336		)	(310		)
Balance, end of period	$	3,677	$	6,974	$	3,677		$	6,974

Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale

The following table presents the total gross unrealized losses for the ~~755~~1,165 and ~~2,080~~1,535 fixed maturity and equity securities as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, where the estimated fair value had declined and remained below amortized cost by the indicated amount (dollars in thousands):


	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Gross Unrealized Losses		% of Total		Gross Unrealized Losses		% of Total		Gross Unrealized Losses		% of Total		Gross Unrealized Losses		% of Total
Less than 20%	$	88,034	64.1	%	$	463,109	73.8	%	$	140,313	86.0	%	$	337,831	90.1	%
20% or more for less than six months	12,551		9.1		142,495		22.7		3,407		2.1		19,438		5.2
20% or more for six months or greater	36,758		26.8		21,847		3.5		19,490		11.9		17,588		4.7
Total	$	137,343	100.0	%	$	627,451	100.0	%	$	163,210	100.0	%	$	374,857	100.0	%

The Company’s determination of whether a decline in value is other-than-temporary includes analysis of the underlying credit and the extent and duration of a decline in value. The Company’s credit analysis of an investment includes determining whether the issuer is current on its contractual payments, evaluating whether it is probable that the Company will be able to collect all amounts due according to the contractual terms of the security and analyzing the overall ability of the Company to recover the amortized cost of the investment. In the Company’s impairment review process, the duration and severity of an unrealized loss position for equity securities are given greater weight and consideration given the lack of contractual cash flows or deferability features.

The following tables present the estimated fair values and gross unrealized losses, including other-than-temporary impairment losses reported in AOCI, for ~~755~~1,165 and ~~2,080~~1,535 fixed maturity and equity securities that have estimated fair values below amortized cost as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, respectively (dollars in thousands). These investments are presented by class and grade of security, as well as the length of time the related fair value has remained below amortized cost.

Less than 12 months 12 months or greater Total
Gross Gross Gross
September 30, 2016: Estimated Unrealized Estimated Unrealized Estimated Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
Investment grade securities:
Corporate securities $ 775,973
$ 11,522
$ 567,398
$ 29,794
$ 1,343,371
$ 41,316
Residential mortgage-backed securities 85,970
593
107,240
3,236
193,210
3,829
Asset-backed securities 341,260
4,816
314,518
11,488
655,778
16,304
Commercial mortgage-backed securities 51,965
193
22,415
425
74,380
618
U.S. government and agencies 86,499
161
—
—
86,499
161
State and political subdivisions 53,229
841
13,141
3,577
66,370
4,418
Other foreign government, supranational and foreign government-sponsored enterprises 131,702
1,077
51,862
2,340
183,564
3,417
Total investment grade securities 1,526,598
19,203
1,076,574
50,860
2,603,172
70,063

Below investment grade securities:

Corporate securities 314,962
9,132
168,865
46,168
483,827
55,300
Residential mortgage-backed securities —
—
369
10
369
10
Asset-backed securities 5,858
731
14,707
2,360
20,565
3,091
Other foreign government, supranational and foreign government-sponsored enterprises 6,194
22
42,501
1,797
48,695
1,819
Total below investment grade securities 327,014
9,885
226,442
50,335
553,456
60,220
Total fixed maturity securities $ 1,853,612
$ 29,088
$ 1,303,016
$ 101,195
$ 3,156,628
$ 130,283
Non-redeemable preferred stock $ 3,413
$ 96
$ 23,786
$ 6,508
$ 27,199
$ 6,604
Other equity securities 96,635
210
6,806
246
103,441
456
Total equity securities $ 100,048
$ 306
$ 30,592
$ 6,754
$ 130,640
$ 7,060

Table of Contents


	Less than 12 months				12 months or greater				Total				Less than 12 months				12 months or greater				Total
			Gross				Gross				Gross				Gross				Gross				Gross
December 31, 2015:	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
September 30, 2017:													Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Investment grade securities:
Corporate securities	$	6,388,148	$	323,961	$	294,755	$	40,861	$	6,682,903	$	364,822	$	2,035,856	$	15,923	$	1,213,026	$	49,422	$	3,248,882	$	65,345
Canadian and Canadian provincial governments	122,746		2,532		—		—		122,746		2,532		97,100		1,320		46,663		1,112		143,763		2,432
Residential mortgage-backed securities	452,297		7,036		82,314		4,057		534,611		11,093		507,372		5,084		154,469		3,189		661,841		8,273
Asset-backed securities	581,701		9,825		199,298		7,100		780,999		16,925		516,613		2,318		133,848		2,213		650,461		4,531
Commercial mortgage-backed securities	514,877		9,806		31,177		997		546,054		10,803		293,834		3,224		61,707		2,221		355,541		5,445
U.S. government and agencies	1,010,387		57,718		—		—		1,010,387		57,718		1,302,732		29,712		56,595		1,286		1,359,327		30,998
State and political subdivisions	157,837		5,349		13,016		3,718		170,853		9,067		53,977		743		62,530		5,156		116,507		5,899
Other foreign government, supranational and foreign government-sponsored enterprises	702,962		18,279		38,379		4,206		741,341		22,485		327,813		2,529		104,333		4,865		432,146		7,394
Total investment grade securities	9,930,955		434,506		658,939		60,939		10,589,894		495,445		5,135,297		60,853		1,833,171		69,464		6,968,468		130,317
Below investment grade securities:
Corporate securities	554,688		71,171		114,427		31,076		669,115		102,247		170,023		3,780		95,089		23,785		265,112		27,565
Residential mortgage-backed securities	22,646		282		7,679		298		30,325		580		—		—		93		3		93		3
Asset-backed securities	6,772		201		9,335		1,250		16,107		1,451		—		—		5,611		532		5,611		532
Commercial mortgage-backed securities	3,253		248		767		117		4,020		365
State and political subdivisions													919		88		—		—		919		88
Other foreign government, supranational and foreign government-sponsored enterprises	60,668		7,356		31,693		11,803		92,361		19,159		11,219		77		15,667		222		26,886		299
Total below investment grade securities	648,027		79,258		163,901		44,544		811,928		123,802		182,161		3,945		116,460		24,542		298,621		28,487
Total fixed maturity securities	$	10,578,982	$	513,764	$	822,840	$	105,483	$	11,401,822	$	619,247	$	5,317,458	$	64,798	$	1,949,631	$	94,006	$	7,267,089	$	158,804
Non-redeemable preferred stock	$	12,331	$	2,175	$	12,191	$	3,787	$	24,522	$	5,962	$	6,712	$	345	$	25,983	$	2,944	$	32,695	$	3,289
Other equity securities	38,327		2,242		—		—		38,327		2,242		6,446		396		58,206		721		64,652		1,117
Total equity securities	$	50,658	$	4,417	$	12,191	$	3,787	$	62,849	$	8,204	$	13,158	$	741	$	84,189	$	3,665	$	97,347	$	4,406



	Less than 12 months				12 months or greater				Total
			Gross				Gross				Gross
December 31, 2016:	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Investment grade securities:
Corporate securities	$	4,661,706	$	124,444	$	549,273	$	43,282	$	5,210,979	$	167,726
Canadian and Canadian provincial governments	101,578		3,541		—		—		101,578		3,541
Residential mortgage-backed securities	490,473		9,733		112,216		3,635		602,689		13,368
Asset-backed securities	563,259		12,010		257,166		9,653		820,425		21,663
Commercial mortgage-backed securities	368,465		6,858		10,853		166		379,318		7,024
U.S. government and agencies	1,056,101		63,044		—		—		1,056,101		63,044
State and political subdivisions	187,194		9,396		13,635		3,068		200,829		12,464
Other foreign government, supranational and foreign government-sponsored enterprises	524,236		13,372		51,097		2,981		575,333		16,353
Total investment grade securities	7,953,012		242,398		994,240		62,785		8,947,252		305,183
Below investment grade securities:
Corporate securities	330,757		7,914		163,152		41,605		493,909		49,519
Residential mortgage-backed securities	—		—		412		12		412		12
Asset-backed securities	5,904		700		12,581		1,465		18,485		2,165
Commercial mortgage-backed securities	5,815		735		—		—		5,815		735
Other foreign government, supranational and foreign government-sponsored enterprises	32,355		1,258		39,763		2,327		72,118		3,585
Total below investment grade securities	374,831		10,607		215,908		45,409		590,739		56,016
Total fixed maturity securities	$	8,327,843	$	253,005	$	1,210,148	$	108,194	$	9,537,991	$	361,199
Non-redeemable preferred stock	$	10,831	$	831	$	21,879	$	5,506	$	32,710	$	6,337
Other equity securities	202,068		7,020		6,751		301		208,819		7,321
Total equity securities	$	212,899	$	7,851	$	28,630	$	5,807	$	241,529	$	13,658

Table of Contents

The Company has no intention to sell, nor does it expect to be required to sell, the securities outlined in the table above, as of the dates indicated. However, unforeseen facts and circumstances may cause the Company to sell fixed maturity and equity securities in the ordinary course of managing its portfolio to meet certain diversification, credit quality and liquidity guidelines.

Unrealized losses on below investment grade securities as of September 30, ~~2016~~2017 are primarily related to high-yield corporate securities. ~~Unrealized~~Changes in unrealized losses ~~decreased across most security types as treasury rates decreased during the first nine months of 2016.~~are primarily being driven by changes in credit spreads and interest rates.

Investment Income, Net of Related Expenses

Major categories of investment income, net of related expenses, consist of the following (dollars in thousands):

Three months ended September 30, Nine months ended September 30,
2016 2015 2016 2015
Fixed maturity securities available-for-sale $ 325,089
$ 298,376
$ 961,096
$ 871,936
Mortgage loans on real estate 39,802
36,547
121,494
108,440
Policy loans 15,391
16,475
47,897
46,763
Funds withheld at interest 104,609
40,382
273,482
239,967
Short-term investments 952
576
2,912
2,085
Other invested assets 21,938
13,696
61,249
48,141
Investment income 507,781
406,052
1,468,130
1,317,332
Investment expense (18,054 ) (16,455 ) (53,471 ) (50,305 )
Investment income, net of related expenses $ 489,727
$ 389,597
$ 1,414,659
$ 1,267,027

~~Table of Contents~~



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Fixed maturity securities available-for-sale	$	359,157		$	325,089		$	1,039,392		$	961,096
Mortgage loans on real estate	50,040			39,802			138,829			121,494
Policy loans	15,404			15,391			45,870			47,897
Funds withheld at interest	102,144			104,609			327,089			273,482
Short-term investments and cash and cash equivalents	1,977			1,752			5,266			6,265
Other invested assets	47,595			21,138			90,488			57,896
Investment income	576,317			507,781			1,646,934			1,468,130
Investment expense	(19,399		)	(18,054		)	(57,114		)	(53,471		)
Investment income, net of related expenses	$	556,918		$	489,727		$	1,589,820		$	1,414,659

Investment Related Gains (Losses), Net

Investment related gains (losses), net consist of the following (dollars in thousands):


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Fixed maturity and equity securities available for sale:
Other-than-temporary impairment losses on fixed maturity securities recognized in earnings	$	—		$	(23,111	)	$	(34,663	)	$	(29,775	)	$	(390	)	$	—		$	(20,980	)	$	(34,663	)
Impairment losses on equity securities													(889		)	—			(889		)	—
Gain on investment activity	46,346			13,792			127,153			53,002			19,522			46,346			91,635			127,153
Loss on investment activity	(9,054		)	(22,186		)	(43,397		)	(50,257		)	(7,678		)	(9,054		)	(30,712		)	(43,397		)
Other impairment losses and change in mortgage loan provision	(262		)	(636		)	(2,111		)	(4,661		)	(2,446		)	(262		)	(9,220		)	(2,111		)
Derivatives and other, net	49,594			(79,205		)	37,020			(88,250		)	14,534			49,594			109,637			37,020
Total investment related gains (losses), net	$	86,624		$	(111,346	)	$	84,002		$	(119,941	)	$	22,653		$	86,624		$	139,471		$	84,002

~~The fixed maturity impairments for the nine months ended September 30, 2016 were largely related to high-yield energy and emerging market corporate securities.~~ The fixed maturity impairments for the three and nine months ended September 30, ~~2015~~2017 and 2016 were largely related to high-yield ~~energy~~ and emerging market corporate securities. The equity impairments for the three and nine months ended September 30, 2017 were related to an equity position received as part of a debt restructuring. The other impairment losses and change in mortgage loan provision for the three and nine months ended September 30, 2017 and 2016 were primarily due to impairments on limited partnerships. The fluctuations in investment related gains (losses) for derivatives and other for the three and nine months ended September 30, ~~2016,~~2017, compared to the same periods in ~~2015,~~2016, are primarily due to changes in the fair value of embedded derivatives and interest rate swaps.

During the three months ended September 30, ~~2016~~2017 and ~~2015,~~2016, the Company sold fixed maturity and equity securities with fair values of ~~$317.3~~$484.7 million and ~~$404.1~~$317.3 million at losses of ~~$9.1~~$7.7 million and ~~$22.2~~$9.1 million, respectively. During the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, the Company sold fixed maturity and equity securities with fair values of ~~$903.1~~$1,771.4 million and ~~$1,255.0~~$903.1 million at losses of ~~$43.4~~$30.7 million and ~~$50.3~~$43.4 million, respectively. The Company generally does not buy and sell securities on a short-term basis.

Table of Contents

Securities Borrowing, Lending and Other

The Company participates in securities borrowing programs whereby securities, which are not reflected on the Company’s condensed consolidated balance sheets, are borrowed from third parties. The borrowed securities are used to provide collateral under affiliated reinsurance transactions. The Company is required to maintain a minimum of 100% of the fair value, or par value, under certain programs, of the borrowed securities as collateral. The collateral consists of rights to reinsurance treaty cash flows. If cash flows from the reinsurance treaties are insufficient to maintain the minimum collateral requirement, the Company may substitute cash or securities to meet the requirement. No cash or securities have been pledged by the Company for this purpose.

The Company also participates in a securities lending program whereby securities, reflected as investments on the ~~Company's~~Company’s condensed consolidated balance sheets, are loaned to a third party. The Company receives securities as collateral, in an amount equal to a minimum of 105% of the fair value of the securities lent. The securities received as collateral are not reflected on the Company’s condensed consolidated balance sheets.

The Company also participates in a repurchase/reverse repurchase ~~program~~programs in which securities, reflected as investments on the Company’s condensed consolidated balance sheets, are pledged to a third ~~party.~~parties. In return, the Company receives securities from the third ~~party~~parties with an estimated fair value equal to a minimum of 100% of the securities pledged. The securities received are not reflected on the Company’s condensed consolidated balance sheets.

The Company also participates in a repurchase program in which securities, reflected as investments on the Company’s condensed consolidated balance sheets, are pledged to a third party. In return, the Company receives cash from the third party, which is reflected as a payable to the third party and included in other liabilities on the condensed consolidated balance sheets. The Company is required to maintain a minimum collateral balance with a fair value of 102% of the cash received.

The following table includes the amount of borrowed securities, securities lent and securities collateral received as part of the securities lending program and repurchased/reverse repurchased securities pledged and received as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands).


	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Borrowed securities	$	267,360	$	288,310	$	259,540	$	266,297	$	360,475	$	379,101	$	263,820	$	279,186
Securities lending:
Securities loaned	60,375		62,104		—		—		117,219		121,958		74,389		73,625
Securities received	n/a		65,000		n/a		—		n/a		120,000		n/a		80,000
Repurchase program/reverse repurchase program:
Securities pledged	442,510		475,820		443,435		465,889		491,824		512,613		476,531		499,891
Securities received	n/a		514,052		n/a		481,197		n/a		522,354		n/a		515,200

The Company also held cash collateral for securities lending and the repurchase program/reverse repurchase programs of $38.5 million and $28.8 million at September 30, 2017 and December 31, 2016, respectively.

1415

Table of Contents

The following table presents information on the ~~Company's~~Company’s securities lending and repurchase transactions as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands). Collateral associated with certain borrowed securities is not included within the table, as the collateral pledged to each counterparty is the right to reinsurance treaty cash flows.

September 30, 2016
Remaining Contractual Maturity of the Agreements
Overnight and Continuous Up to 30 Days 30-90 Days Greater than 90 Days Total
Securities lending transactions:
Corporate securities $ —
$ —
$ —
$ 62,104
$ 62,104
Total —
—
—
62,104
62,104
Repurchase transactions:
Corporate securities —
3,906
5,239
133,551
142,696
Residential mortgage-backed securities —
—
—
98,884
98,884
U.S. government and agencies —
—
30,011
181,754
211,765
Foreign government —
—
—
15,941
15,941
Other 6,534
—
—
—
6,534
Total 6,534
3,906
35,250
430,130
475,820
Total transactions $ 6,534
$ 3,906
$ 35,250
$ 492,234
$ 537,924

Gross amount of recognized liabilities for securities lending and repurchase transactions in preceding table $ 579,052
Amounts related to agreements not included in offsetting disclosure $ 41,128


	December 31, 2015										September 30, 2017
	Remaining Contractual Maturity of the Agreements										Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total		Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
Securities lending transactions:
Corporate securities											$	—	$	—	$	—	$	121,958	$	121,958
Total											—		—		—		121,958		121,958
Repurchase transactions:
Corporate securities	$	—	$	2,951	$	—	$	147,324	$	150,275	—		1,472		5,402		175,258		182,132
Residential mortgage-backed securities	—		—		—		97,639		97,639		—		—		—		87,418		87,418
U.S. government and agencies	—		—		—		199,431		199,431		—		—		23,206		196,040		219,246
Foreign government	—		—		—		3,358		3,358		—		—		—		21,370		21,370
Other	15,186		—		—		—		15,186		2,447		—		—		—		2,447
Total											2,447		1,472		28,608		480,086		512,613
Total transactions	$	15,186	$	2,951	$	—	$	447,752	$	465,889	$	2,447	$	1,472	$	28,608	$	602,044	$	634,571

Gross amount of recognized liabilities for repurchase agreement in preceding table									$	481,197
Gross amount of recognized liabilities for securities lending and repurchase transactions in preceding table											Gross amount of recognized liabilities for securities lending and repurchase transactions in preceding table								$	680,850
Amounts related to agreements not included in offsetting disclosure	Amounts related to agreements not included in offsetting disclosure								$	15,308	Amounts related to agreements not included in offsetting disclosure								$	46,279



	December 31, 2016
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
Securities lending transactions:
Corporate securities	$	—	$	—	$	4,017	$	69,608	$	73,625
Total	$	—	$	—	$	4,017	$	69,608	$	73,625
Repurchase transactions:
Corporate securities	$	—	$	—	$	3,220	$	166,979	$	170,199
Residential mortgage-backed securities	—		—		—		92,546		92,546
U.S. government and agencies	—		—		—		216,000		216,000
Foreign government	—		—		—		19,900		19,900
Other	1,246		—		—		—		1,246
Total	1,246		—		3,220		495,425		499,891
Total borrowings	$	1,246	$	—	$	7,237	$	565,033	$	573,516

Gross amount of recognized liabilities for securities lending and repurchase transactions in preceding table									$	624,032
Amounts related to agreements not included in offsetting disclosure									$	50,516

The Company has elected to offset amounts recognized as receivables and payables resulting from the repurchase/reverse repurchase ~~program.~~programs. After the effect of offsetting, the net amount presented on the condensed consolidated balance ~~sheet as of September 30, 2016~~sheets was a liability of ~~$3.3 million.~~$7.9 million and $5.5 million of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, the Company recognized payables resulting from cash received as collateral associated with a repurchase agreement as discussed above. Amounts owed to and due from the counterparties may be settled in cash or offset, in accordance with the agreements.

1516

Table of Contents

Mortgage Loans on Real Estate

Mortgage loans represented approximately ~~7.8%~~8.7% and ~~7.5%~~8.4% of the Company’s total investments as of September 30, ~~2016~~2017 and December 31, ~~2015~~.2016. The Company makes mortgage loans on income producing properties that are geographically diversified throughout the U.S. with the largest concentration being in the state of California, which represented ~~23.4%~~21.2% and ~~22.3%~~22.1% of mortgage loans on real estate as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, respectively. ~~Loan-to-value ratios at the time~~The recorded investment in mortgage loans on real estate presented below is gross of unamortized deferred loan ~~approval are~~ origination fees and expenses, and valuation allowances.

~~75%~~ ~~or less.~~ The distribution of mortgage loans by property type ~~gross of valuation allowances,~~ is as follows as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


	September 30, 2016				December 31, 2015				September 30, 2017					December 31, 2016
Property type:	Recorded Investment		% of Total		Recorded Investment		% of Total		Carrying Value			% of Total		Carrying Value			% of Total
Office building	$	1,173,087	32.4	%	$	980,858	31.3	%	$	1,426,673		32.9	%	$	1,270,113		33.6	%
Retail	1,116,602		30.9		1,026,018		32.7		1,316,463			30.4		1,179,936			31.2
Industrial	703,407		19.5		527,485		16.8		891,051			20.6		713,461			18.8
Apartment	436,290		12.1		420,014		13.4		508,367			11.7		447,088			11.8
Other commercial	185,060		5.1		182,389		5.8		191,443			4.4		172,609			4.6
Total	$	3,614,446	100.0	%	$	3,136,764	100.0	%
Recorded investment									4,333,997			100.0	%	$	3,783,207		100.0	%
Unamortized balance of loan origination fees and expenses									(2,531		)			—
Valuation allowances									(9,137		)			(7,685		)
Total mortgage loans on real estate									$	4,322,329				$	3,775,522

The maturities of the mortgage loans ~~gross of valuation allowances,~~ as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are as follows (dollars in thousands):


	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Recorded Investment		% of Total		Recorded Investment		% of Total		Recorded Investment		% of Total		Recorded Investment		% of Total
Due within five years	$	793,736	22.0	%	$	873,280	27.8	%	$	1,086,700	25.1	%	$	822,073	21.7	%
Due after five years through ten years	1,952,001		54.0		1,561,535		49.8		2,334,113		53.8		2,099,559		55.5
Due after ten years	868,709		24.0		701,949		22.4		913,184		21.1		861,575		22.8
Total	$	3,614,446	100.0	%	$	3,136,764	100.0	%	$	4,333,997	100.0	%	$	3,783,207	100.0	%

~~Information regarding the Company’s~~The following tables set forth certain key credit quality indicators ~~as determined by~~of the ~~Company's internal evaluation methodology for its~~Company’s recorded investment in mortgage loans ~~gross of valuation allowances,~~ as of September 30, ~~2016~~2017 and December 31, ~~2015~~ ~~is as follows~~2016 (dollars in thousands):

September 30, 2016 December 31, 2015
Internal credit quality grade:
Recorded
Investment
% of Total
Recorded
Investment
% of Total
High investment grade $ 2,097,202
58.0 % $ 1,621,601
51.7 %
Investment grade 1,430,439
39.6
1,397,996
44.6
Average 44,097
1.2
87,196
2.8
Watch list 35,794
1.0
13,550
0.4
In or near default 6,914
0.2
16,421
0.5
Total $ 3,614,446
100.0 % $ 3,136,764
100.0 %



	Recorded Investment
	Debt Service Ratios
	>1.20x		1.00x - 1.20x		<1.00x		Total		% of Total
September 30, 2017:
Loan-to-Value Ratio
0% - 59.99%	$	2,060,277	$	51,162	$	4,698	$	2,116,137	48.8	%
60% - 69.99%	1,515,469		86,613		44,358		1,646,440		38.0
70% - 79.99%	424,195		32,664		19,850		476,709		11.0
Greater than 80%	51,348		19,951		23,412		94,711		2.2
Total	$	4,051,289	$	190,390	$	92,318	$	4,333,997	100.0	%

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	Recorded Investment
	Debt Service Ratios
	>1.20x		1.00x - 1.20x		<1.00x		Total		% of Total
December 31, 2016:
Loan-to-Value Ratio
0% - 59.99%	$	1,859,640	$	64,749	$	1,366	$	1,925,755	50.8	%
60% - 69.99%	1,257,788		34,678		—		1,292,466		34.2
70% - 79.99%	370,092		20,869		24,369		415,330		11.0
Greater than 80%	114,297		—		35,359		149,656		4.0
Total	$	3,601,817	$	120,296	$	61,094	$	3,783,207	100.0	%

None of the payments due to the Company on its recorded investment in mortgage loans were delinquent as of September 30, ~~2016~~2017 and December 31, ~~2015.~~

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2016.

The following table presents the recorded investment in mortgage loans, by method of measuring impairment, and the related valuation allowances as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


	September 30, 2016		December 31, 2015		September 30, 2017		December 31, 2016
Mortgage loans:
Individually measured for impairment	$	6,913	$	16,421	$	5,856	$	2,216
Collectively measured for impairment	3,607,533		3,120,343		4,328,141		3,780,991
Mortgage loans, gross of valuation allowances	3,614,446		3,136,764
Recorded investment					$	4,333,997	$	3,783,207
Valuation allowances:
Individually measured for impairment	—		588		$	—	$	—
Collectively measured for impairment	6,746		6,225		9,137		7,685
Total valuation allowances	6,746		6,813		$	9,137	$	7,685
Mortgage loans, net of valuation allowances	$	3,607,700	$	3,129,951

Information regarding the Company’s loan valuation allowances for mortgage loans for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 is as follows (dollars in thousands):


	Three months ended September 30,					Nine months ended September 30,						Three months ended September 30,				Nine months ended September 30,
	2016		2015			2016			2015			2017		2016		2017		2016
Balance, beginning of period	$	6,499	$	5,942		$	6,813		$	6,471		$	8,156	$	6,499	$	7,685	$	6,813
Provision (release)	247		(290		)	(67		)	(819		)	977		247		1,444		(67		)
Translation adjustment												4		—		8		—
Balance, end of period	$	6,746	$	5,652		$	6,746		$	5,652		$	9,137	$	6,746	$	9,137	$	6,746

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Information regarding the portion of the Company’s mortgage loans that were impaired as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 is as follows (dollars in thousands):


	Unpaid Principal Balance		Recorded Investment		Related Allowance		Carrying Value		Unpaid Principal Balance		Recorded Investment		Related Allowance		Carrying Value
September 30, 2016:
September 30, 2017:
Impaired mortgage loans with no valuation allowance recorded	$	7,416	$	6,913	$	—	$	6,913	$	6,427	$	5,856	$	—	$	5,856
Impaired mortgage loans with valuation allowance recorded	—		—		—		—		—		—		—		—
Total impaired mortgage loans	$	7,416	$	6,913	$	—	$	6,913	$	6,427	$	5,856	$	—	$	5,856
December 31, 2015:
December 31, 2016:
Impaired mortgage loans with no valuation allowance recorded	$	4,033	$	4,033	$	—	$	4,033	$	2,758	$	2,216	$	—	$	2,216
Impaired mortgage loans with valuation allowance recorded	12,898		12,388		588		11,800		—		—		—		—
Total impaired mortgage loans	$	16,931	$	16,421	$	588	$	15,833	$	2,758	$	2,216	$	—	$	2,216

The Company’s average investment in impaired mortgage loans and the related interest income are reflected in the table below for the periods indicated (dollars in thousands):
	Three months ended September 30,								Three months ended September 30,
	2016				2015				2017				2016
	Average Recorded Investment⁽¹⁾		Interest Income		Average Recorded Investment⁽¹⁾		Interest Income		Average Recorded Investment⁽¹⁾		Interest Income		Average Recorded Investment⁽¹⁾		Interest Income
Impaired mortgage loans with no valuation allowance recorded	$	6,953	$	107	$	6,364	$	71	$	3,967	$	33	$	6,953	$	107
Impaired mortgage loans with valuation allowance recorded	—		—		12,495		194		—		—		—		—
Total impaired mortgage loans	$	6,953	$	107	$	18,859	$	265	$	3,967	$	33	$	6,953	$	107

	Nine months ended September 30,								Nine months ended September 30,
	2016				2015				2017				2016
	Average Recorded Investment⁽¹⁾		Interest Income		Average Recorded Investment⁽¹⁾		Interest Income		Average Recorded Investment⁽¹⁾		Interest Income		Average Recorded Investment⁽¹⁾		Interest Income
Impaired mortgage loans with no valuation allowance recorded	$	4,687	$	324	$	6,533	$	212	$	3,062	$	100	$	4,687	$	324
Impaired mortgage loans with valuation allowance recorded	5,459		—		11,392		578		—		—		5,459		—
Total impaired mortgage loans	$	10,146	$	324	$	17,925	$	790	$	3,062	$	100	$	10,146	$	324

(1) Average recorded investment represents the average loan balances as of the beginning of period and all subsequent quarterly end of period balances.

~~Table of Contents~~

The Company did not acquire any impaired mortgage loans during the nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016. The Company had no mortgage loans that were on a nonaccrual status at September 30, ~~2016~~2017 and December 31, ~~2015~~2016.

Policy Loans

Policy loans comprised approximately ~~3.1%~~2.7% and ~~3.5%~~3.2% of the Company’s total investments as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, respectively, the majority of which are associated with one client. These policy loans present no credit risk because the amount of the loan cannot exceed the obligation due to the ceding company upon the death of the insured or surrender of the underlying policy. The provisions of the treaties in force and the underlying policies determine the policy loan interest rates. The Company earns a spread between the interest rate earned on policy loans and the interest rate credited to corresponding liabilities.

Funds Withheld at Interest

Funds withheld at interest comprised approximately ~~12.8%~~12.1% and ~~14.0%~~13.1% of the Company’s total investments as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, respectively. Of the ~~$5.9~~$6.0 billion funds withheld at interest balance, net of embedded derivatives, as of September 30, ~~2016,~~2017, $4.0 billion of the balance is associated with one client. For reinsurance agreements written on a modified coinsurance basis and certain agreements written on a coinsurance funds withheld basis, assets equal to the net statutory reserves are withheld and legally owned and managed by the ceding company and are reflected as funds withheld at interest on the Company’s condensed consolidated balance sheets. In the event of a ceding company’s insolvency, the Company would need to assert a claim on the assets supporting its reserve liabilities. However, the risk of loss to the Company is mitigated by its ability to offset amounts it owes the ceding company for claims or allowances against amounts owed to the Company from the ceding company.

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Other Invested Assets

Other invested assets include equity securities, limited partnership interests, joint ventures (other than operating joint ventures), derivative contracts and fair value option ~~("FVO"~~(“FVO”) contractholder-directed unit-linked investments. Other invested assets also include Federal Home Loan Bank of Des Moines ~~("FHLB"~~(“FHLB”) common stock, ~~real estate held-for-investment,~~ equity release mortgages and structured loans, all of which are included in other in the table below. The fair value option was elected for contractholder-directed investments supporting unit-linked variable annuity type liabilities which do not qualify for presentation and reporting as separate accounts. Other invested assets represented approximately ~~3.8%~~3.1% and ~~3.1%~~3.6% of the Company’s total investments as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Carrying values of these assets as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are as follows (dollars in thousands):


	September 30, 2016		December 31, 2015		September 30, 2017		December 31, 2016
Equity securities	$	420,248	$	125,862	$	112,931	$	275,361
Limited partnership interests and real estate joint ventures	671,577		567,697		761,739		687,522
Derivatives	310,168		256,178		133,405		229,108
FVO contractholder-directed unit-linked investments	200,208		197,547		210,660		190,120
Other	174,864		150,836		313,788		209,829
Total other invested assets	$	1,777,065	$	1,298,120	$	1,532,523	$	1,591,940

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5. Derivative Instruments

Derivatives, except for embedded derivatives and longevity and mortality swaps, are carried on the Company’s condensed consolidated balance sheets in other invested assets or other liabilities, at fair value. Longevity and mortality swaps are included on the condensed consolidated balance sheets in other assets or other liabilities, at fair value. Embedded derivative assets and liabilities on modified coinsurance or funds withheld arrangements are included on the condensed consolidated balance sheets with the host contract in funds withheld at interest, at fair value. Embedded derivative liabilities on indexed annuity and variable annuity products are included on the condensed consolidated balance sheets with the host contract in interest-sensitive contract liabilities, at fair value. The following table presents the notional amounts and gross fair value of derivative instruments prior to taking into account the netting effects of master netting agreements as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


	September 30, 2016						December 31, 2015						September 30, 2017							December 31, 2016
	Notional		Carrying Value/Fair Value				Notional		Carrying Value/Fair Value				Notional		Carrying Value/Fair Value					Notional		Carrying Value/Fair Value
	Amount		Assets		Liabilities		Amount		Assets		Liabilities		Amount		Assets			Liabilities		Amount		Assets		Liabilities
Derivatives not designated as hedging instruments:
Interest rate swaps	$	1,062,745	$	175,123	$	821	$	1,123,057	$	85,075	$	4,196	$	946,726	$	61,263		$	1,825	$	949,556	$	78,405	$	5,949
Financial futures	552,384		—		—		420,665		—		—		448,600		—			—		475,968		—		—
Foreign currency forwards	30,000		173		2,733		45,000		44		6,768		6,000		(84		)	—		25,000		—		5,070
Consumer price index swaps	30,043		13		460		28,561		—		292		132,081		589			420		20,615		—		262
Credit default swaps	909,000		10,605		3,430		897,000		8,230		11,053		948,000		7,905			490		926,000		12,012		2,871
Equity options	610,792		48,162		—		453,435		46,653		—		541,532		20,006			—		525,894		33,459		—
Longevity swaps	898,800		27,029		—		868,960		15,003		7		945,120		37,827			—		841,360		26,958		—
Mortality swaps	50,000		—		2,068		50,000		—		2,619		50,000		—			1,683		50,000		—		2,462
Synthetic guaranteed investment contracts	8,726,370		—		—		7,098,825		—		—		9,119,434		—			—		8,834,700		—		—
Embedded derivatives in:
Modified coinsurance or funds withheld arrangements	—		—		42,903		—		—		76,698		—		84,325			—		—		—		22,529
Indexed annuity products	—		—		854,564		—		—		878,114		—		—			821,821		—		—		805,672
Variable annuity products	—		—		275,560		—		—		192,470		—		—			168,119		—		—		184,636
Total non-hedging derivatives	12,870,134		261,105		1,182,539		10,985,503		155,005		1,172,217		13,137,493		211,831			994,358		12,649,093		150,834		1,029,451
Derivatives designated as hedging instruments:
Interest rate swaps	435,000		—		41,306		120,000		—		29,986		435,000		—			22,133		435,000		27,901		31,223
Foreign currency swaps	937,284		102,667		1,205		823,486		146,265		—		796,489		71,032			13,876		928,505		104,359		734
Foreign currency forwards													331,135		1,418			10,203		—		—		—
Total hedging derivatives	1,372,284		102,667		42,511		943,486		146,265		29,986		1,562,624		72,450			46,212		1,363,505		132,260		31,957
Total derivatives	$	14,242,418	$	363,772	$	1,225,050	$	11,928,989	$	301,270	$	1,202,203	$	14,700,117	$	284,281		$	1,040,570	$	14,012,598	$	283,094	$	1,061,408

Netting Arrangements

Certain of the Company’s derivatives are subject to enforceable master netting arrangements and reported as a net asset or liability in the condensed consolidated balance sheets. The Company nets all derivatives that are subject to such arrangements.

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The Company has elected to include all derivatives, except embedded derivatives, in the tables below, irrespective of whether they are subject to an enforceable master netting arrangement or a similar agreement. See Note 4 – ~~"Investments"~~“Investments” for information regarding the Company’s securities borrowing, lending, repurchase and repurchase/reverse repurchase programs. See “Embedded Derivatives” below for information regarding the Company’s bifurcated embedded derivatives.

The following table provides information relating to the Company’s derivative instruments as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


								Gross Amounts Not Offset in the Balance Sheet																Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet			Net Amounts Presented in the Balance Sheet		Financial Instruments ⁽¹⁾			Cash Collateral Pledged/ Received			Net Amount			Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet			Net Amounts Presented in the Balance Sheet		Financial Instruments ⁽¹⁾			Cash Collateral Pledged/ Received			Net Amount
September 30, 2016:
September 30, 2017:
Derivative assets	$	363,772	$	(26,575	)	$	337,197	$	(48,024	)	$	(305,658	)	$	(16,485	)	$	199,956	$	(28,724	)	$	171,232	$	(17,782	)	$	(174,120	)	$	(20,670	)
Derivative liabilities	52,023		(26,575		)	25,448		(74,680		)	(20,078		)	(69,310		)	50,630		(28,724		)	21,906		(58,360		)	(30,771		)	(67,225		)
December 31, 2015:
December 31, 2016:
Derivative assets	$	301,270	$	(30,096	)	$	271,174	$	(20,888	)	$	(245,038	)	$	5,248		$	283,094	$	(27,028	)	$	256,066	$	(16,913	)	$	(254,498	)	$	(15,345	)
Derivative liabilities	54,921		(30,096		)	24,825		(47,149		)	(12,540		)	(34,864		)	48,571		(27,028		)	21,543		(95,863		)	(1,441		)	(75,761		)


(1)	Includes initial margin posted to a central clearing partner.

~~Table of Contents~~

Accounting for Derivative Instruments and Hedging Activities

The Company does not enter into derivative instruments for speculative purposes. As discussed below under “Non-qualifying Derivatives and Derivatives for Purposes Other Than Hedging,” the Company uses various derivative instruments for risk management purposes that either do not qualify or have not been qualified for hedge accounting ~~treatment, including derivatives used to economically hedge changes in the fair value of liabilities associated with the reinsurance of variable annuities with guaranteed living benefits.~~treatment. As of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, the Company held interest rate swaps that were designated and qualified as cash flow hedges of interest rate risk, for variable rate liabilities and foreign currency assets, foreign currency swaps and foreign currency forwards that were designated and qualified as hedges of a portion of its net investment in its foreign operations, foreign currency swaps that were designated and qualified as fair value hedges of foreign currency risk, and derivative instruments that were not designated as hedging instruments. See Note 2 – “Summary of Significant Accounting Policies” of the Company’s ~~2015~~2016 Annual Report for a detailed discussion of the accounting treatment for derivative instruments, including embedded derivatives. Derivative instruments are carried at fair value and generally require an insignificant amount of cash at inception of the contracts.

Fair Value Hedges

The Company designates and reports certain foreign currency swaps to hedge the foreign currency fair value exposure of foreign currency denominated assets as fair value hedges when they meet the requirements of the general accounting principles for Derivatives and Hedging. The gain or loss on the hedged item attributable to a change in foreign currency and the offsetting gain or loss on the related foreign currency swaps as of September 30, 2017 and 2016, were (dollars in thousands):


Type of Fair Value Hedge		Hedged Item	Gains (Losses) Recognized for Derivatives		Gains (Losses) Recognized for Hedged Items			Ineffectiveness Recognized in Investment Related Gains (Losses), net			Hedged Item	Gains (Losses) Recognized for Derivatives		Gains (Losses) Recognized for Hedged Items			Ineffectiveness Recognized in Investment Related Gains (Losses), net
For the three months ended September 30, 2017:										For the three months ended September 30, 2017:
Foreign currency swaps											Foreign-denominated fixed maturity securities	$	2,100	$	(2,100	)	$	—
For the three months ended September 30, 2016:	For the three months ended September 30, 2016:									For the three months ended September 30, 2016:
Foreign currency swaps											Foreign-denominated fixed maturity securities	$	3,205	$	(3,205	)	$	—
For the nine months ended September 30, 2017:										For the nine months ended September 30, 2017:
Foreign currency swaps		Foreign-denominated fixed maturity securities	$	3,205	$	(3,205	)	$	—		Foreign-denominated fixed maturity securities	$	9,541	$	(9,541	)	$	—
For the nine months ended September 30, 2016:	For the nine months ended September 30, 2016:									For the nine months ended September 30, 2016:
Foreign currency swaps		Foreign-denominated fixed maturity securities	$	5,317	$	(5,317	)	$	—		Foreign-denominated fixed maturity securities	$	5,317	$	(5,317	)	$	—

A regression analysis was used, both at inception of the hedge and on an ongoing basis, to determine whether each derivative used in a hedged transaction is highly effective in offsetting changes in the hedged item. For the foreign currency swaps, the change in fair value related to changes in the benchmark interest rate and credit spreads are excluded from the hedge effectiveness. For the three and nine months ended September 30, ~~2016, $1.6~~2017, $0.2 million and ~~$(5.4)~~$0.8 million, respectively, of the change in the estimated fair value of derivatives, was excluded from hedge effectiveness. For the three and nine months ended September 30, ~~2015, $2.1~~2016, $1.6 million and $(5.4) million, respectively, of the change in the estimated fair value of derivatives, was excluded from hedge effectiveness.

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Cash Flow Hedges

Certain derivative instruments are designated as cash flow hedges when they meet the requirements of the general accounting principles for Derivatives and ~~Hedging~~.Hedging. The Company designates and accounts for the following as cash ~~flow hedges:~~flows: (i) certain interest rate swaps, in which the cash flows of liabilities are variable based on a benchmark rate; (ii) certain interest rate swaps, in which the cash flows of assets are denominated in different currencies, commonly referred to as cross-currency swaps; ~~(ii) certain interest rate swaps, in which the cash flows of liabilities are variable based on a benchmark rate (LIBOR);~~ and (iii) forward bond purchase commitments.

~~Table of Contents~~

The following table presents the components of AOCI, before income tax, and the condensed consolidated income statement classification where the gain or loss is recognized related to cash flow hedges for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 (dollars in thousands):


	Three months ended September 30,						Three months ended September 30,
	2016			2015			2017			2016
Balance beginning of period	$	(41,192	)	$	(23,901	)	$	7,690		$	(41,192	)
Gains (losses) deferred in other comprehensive income (loss) on the effective portion of cash flow hedges	932			(13,199		)	(6,889		)	932
Amounts reclassified to investment related (gains) losses, net	(116		)	(179		)	(183		)	(116		)
Amounts reclassified to investment income	(221		)	112			(271		)	(221		)
Balance end of period	$	(40,597	)	$	(37,167	)	$	347		$	(40,597	)

	Nine months ended September 30,						Nine months ended September 30,
	2016			2015			2017			2016
Balance beginning of period	$	(29,397	)	$	(31,591	)	$	(2,496	)	$	(29,397	)
Gains (losses) deferred in other comprehensive income (loss) on the effective portion of cash flow hedges	(10,866		)	(4,251		)	3,689			(10,866		)
Amounts reclassified to investment related (gains) losses, net	53			(834		)	(142		)	53
Amounts reclassified to investment income	(387		)	(491		)	(704		)	(387		)
Balance end of period	$	(40,597	)	$	(37,167	)	$	347		$	(40,597	)

As of September 30, ~~2016~~,2017, the before-tax deferred net gains (losses) on derivative instruments recorded in AOCI that are expected to be reclassified to earnings during the next twelve months are approximately ~~$0.6 million~~.$(0.4) million. This expectation is based on the anticipated interest payments on hedged investments in fixed maturity securities that will occur over the next twelve months, at which time the Company will recognize the deferred net gains (losses) as an adjustment to investment income over the term of the investment cash flows.

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The following table presents the effective portion of derivatives in cash flow hedging relationships on the condensed consolidated statements of income and the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 (dollars in thousands):


	Effective Portion									Effective Portion
Derivative Type	Gain (Loss) Recognized in OCI			Gain (Loss) Reclassified into Income from OCI						Gain (Loss) Deferred in OCI			Gain (Loss) Reclassified into Income from OCI
				Investment Related Gains (Losses), net			Investment Income						Investment Related Gains (Losses)			Investment Income
For the three months ended September 30, 2016:
Interest rate swaps	$	932		$	—		$	200
For the three months ended September 30, 2017:
Interest rate										$	(8,421	)	$	—		$	—
Currency/Interest rate										1,544			—			230
Forward bond purchase commitments	—			116			21			(12		)	183			41
Total	$	932		$	116		$	221		$	(6,889	)	$	183		$	271
For the three months ended September 30, 2015:
Interest rate swaps	$	(13,199	)	$	—		$	(60	)
For the three months ended September 30, 2016:
Interest rate										$	(3,282	)	$	—		$	—
Currency/Interest rate										4,214			—			200
Forward bond purchase commitments	—			179			(52		)	—			116			21
Total	$	(13,199	)	$	179		$	(112	)	$	932		$	116		$	221

For the nine months ended September 30, 2016:
Interest rate swaps	$	(10,866	)	$	—		$	454
For the nine months ended September 30, 2017:
Interest rate										$	(6,205	)	$	—		$	—
Currency/Interest rate										9,894			—			560
Forward bond purchase commitments	—			(53		)	(67		)	—			142			144
Total	$	(10,866	)	$	(53	)	$	387		$	3,689		$	142		$	704
For the nine months ended September 30, 2015:
Interest rate swaps	$	(18,349	)	$	—		$	231
For the nine months ended September 30, 2016:
Interest rate										$	(15,617	)	$	—		$	—
Currency/Interest rate										4,751			—			454
Forward bond purchase commitments	14,098			834			260			—			(53		)	(67		)
Total	$	(4,251	)	$	834		$	491		$	(10,866	)	$	(53	)	$	387

All components of each ~~derivative's~~derivative’s gain or loss were included in the assessment of hedge effectiveness. For the three and nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, the ineffective portion of derivatives reported as cash flow hedges was not material to the ~~Company's~~Company’s results of operations. Also, there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

~~Table of Contents~~

Hedges of Net Investments in Foreign Operations

The Company uses foreign currency swaps and foreign currency forwards to hedge a portion of its net investment in certain foreign operations against adverse movements in exchange rates. The following table illustrates the Company’s net investments in foreign operations (“NIFO”) hedges for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 (dollars in thousands):


	Derivative Gains (Losses) Deferred in AOCI									Derivative Gains (Losses) Deferred in AOCI
	For the three months ended September 30,				For the nine months ended September 30,					For the three months ended September 30,					For the nine months ended September 30,
Type of NIFO Hedge ^{(1) (2)}	2016		2015		2016			2015		2017			2016		2017			2016
Foreign currency swaps	$	8,341	$	42,702	$	(23,151	)	$	79,723	$	(35,198	)	$	8,341	$	(60,723	)	$	(23,151	)
Foreign currency forwards										4,627			—		8,785			—
Total										$	(30,571	)	$	8,341	$	(51,938	)	$	(23,151	)


(1)	There were no sales or substantial liquidations of net investments in foreign operations that would have required the reclassification of gains or losses from accumulated other comprehensive income (loss) into investment income during the periods presented.


(2)	There was no ineffectiveness recognized for the Company’s hedges of net investments in foreign operations.

The cumulative foreign currency translation gain recorded in AOCI related to these hedges was $~~148.7~~109.7 million and $~~171.9~~161.6 million at September 30, ~~2016~~2017 and December 31, ~~2015~~2016, respectively. If a hedged foreign operation was sold or substantially liquidated, the amounts in AOCI would be reclassified to the condensed consolidated statements of income. A pro rata portion would be reclassified upon partial sale of a hedged foreign operation.

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Non-qualifying Derivatives and Derivatives for Purposes Other Than Hedging

The Company uses various other derivative instruments for risk management purposes that either do not qualify or have not been qualified for hedge accounting treatment. The gain or loss related to the change in fair value for these derivative instruments is recognized in investment related gains (losses), net in the condensed consolidated statements of income, except where otherwise noted.

~~Table of Contents~~

A summary of the effect of non-hedging derivatives, including embedded derivatives, on the Company’s condensed consolidated statements of income for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 is as follows (dollars in thousands):


		Gain (Loss) for the three months ended September 30,							Gain (Loss) for the three months ended September 30,
Type of Non-hedging Derivative	Income Statement Location of Gain (Loss)	2016			2015			Income Statement Location of Gain (Loss)	2017			2016
Interest rate swaps	Investment related gains (losses), net	$	4,122		$	42,014		Investment related gains (losses), net	$	641		$	4,122
Financial futures	Investment related gains (losses), net	(11,677		)	16,654			Investment related gains (losses), net	(8,890		)	(11,677		)
Foreign currency forwards	Investment related gains (losses), net	507			708			Investment related gains (losses), net	24			507
CPI swaps	Investment related gains (losses), net	76			(250		)	Investment related gains (losses), net	220			76
Credit default swaps	Investment related gains (losses), net	6,672			(8,407		)	Investment related gains (losses), net	4,137			6,672
Equity options	Investment related gains (losses), net	(13,648		)	15,150			Investment related gains (losses), net	(8,295		)	(13,648		)
Longevity swaps	Other revenues	8,921			2,404			Other revenues	3,334			8,921
Mortality swaps	Other revenues	(400		)	(442		)	Other revenues	(132		)	(400		)
Subtotal		(5,427		)	67,831				(8,961		)	(5,427		)
Embedded derivatives in:
Modified coinsurance or funds withheld arrangements	Investment related gains (losses), net	49,078			(46,169		)	Investment related gains (losses), net	23,044			49,078
Indexed annuity products	Interest credited	(20,104		)	50,246			Interest credited	(13,133		)	(20,104		)
Variable annuity products	Investment related gains (losses), net	7,988			(95,372		)	Investment related gains (losses), net	(6,205		)	7,988
Total non-hedging derivatives		$	31,535		$	(23,464	)		$	(5,255	)	$	31,535

		Gain (Loss) for the nine months ended September 30,							Gain (Loss) for the nine months ended September 30,
Type of Non-hedging Derivative	Income Statement Location of Gain (Loss)	2016			2015			Income Statement Location of Gain (Loss)	2017			2016
Interest rate swaps	Investment related gains (losses), net	$	108,149		$	29,629		Investment related gains (losses), net	$	12,318		$	108,149
Interest rate options	Investment related gains (losses), net	—			3,275
Financial futures	Investment related gains (losses), net	(30,285		)	7,141			Investment related gains (losses), net	(28,107		)	(30,285		)
Foreign currency forwards	Investment related gains (losses), net	6,584			(946		)	Investment related gains (losses), net	577			6,584
CPI swaps	Investment related gains (losses), net	(624		)	(153		)	Investment related gains (losses), net	211			(624		)
Credit default swaps	Investment related gains (losses), net	13,536			(5,936		)	Investment related gains (losses), net	15,374			13,536
Equity options	Investment related gains (losses), net	(19,576		)	4,477			Investment related gains (losses), net	(34,757		)	(19,576		)
Longevity swaps	Other revenues	11,402			6,136			Other revenues	7,180			11,402
Mortality swaps	Other revenues	222			(1,399		)	Other revenues	(921		)	222
Subtotal		89,408			42,224				(28,125		)	89,408
Embedded derivatives in:
Modified coinsurance or funds withheld arrangements	Investment related gains (losses), net	33,795			(71,592		)	Investment related gains (losses), net	106,854			33,795
Indexed annuity products	Interest credited	(20,730		)	28,999			Interest credited	(35,490		)	(20,730		)
Variable annuity products	Investment related gains (losses), net	(83,089		)	(69,628		)	Investment related gains (losses), net	16,518			(83,089		)
Total non-hedging derivatives		$	19,384		$	(69,997	)		$	59,757		$	19,384

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Types of Derivatives Used by the Company

Interest Rate Swaps

Interest rate swaps are used by the Company primarily to reduce market risks from changes in interest rates, to alter interest rate exposure arising from mismatches between assets and liabilities (duration mismatches) and to manage the risk of cash flows of liabilities that are variable based on a benchmark ~~rate (LIBOR).~~rate. With an interest rate swap, the Company agrees with another party to exchange, at specified intervals, the difference between two rates, which can be either fixed-rate or floating-rate interest amounts, tied to an agreed-upon notional principal amount. These transactions are executed pursuant to master agreements that provide for a single net payment or individual gross payments at each due date. The Company utilizes interest rate swaps in cash flow and non-qualifying hedging relationships.

~~Table of Contents~~

~~Interest Rate Options~~

Interest rate options, commonly referred to as swaptions, have been used by the Company primarily to hedge living benefit guarantees embedded in certain variable annuity products. A swaption, used to hedge against adverse changes in interest rates, is an option to enter into a swap with a forward starting effective date. The Company pays an upfront premium for the right to exercise this option in the future.

Financial Futures

Exchange-traded futures are used primarily to economically hedge liabilities embedded in certain variable annuity products. With exchange-traded futures transactions, the Company agrees to purchase or sell a specified number of contracts, the value of which is determined by the relevant indices, and to post variation margin on a daily basis in an amount equal to the difference between the daily estimated fair values of those contracts. The Company enters into exchange-traded futures with regulated futures commission merchants that are members of the exchange.

Equity Options

Equity index options are used by the Company primarily to hedge minimum guarantees embedded in certain variable annuity products. To hedge against adverse changes in equity indices volatility, the Company buys put options. The contracts are net settled in cash based on differentials in the indices at the time of exercise and the strike price. Equity warrants are also used by the Company to economically hedge the variability in anticipated cash flows for the acquisition of investment securities.

Consumer Price Index Swaps

Consumer price index (“CPI”) swaps are used by the Company primarily to economically hedge liabilities embedded in certain insurance products where value is directly affected by changes in a designated benchmark consumer price index. With a CPI swap transaction, the Company agrees with another party to exchange the actual amount of inflation realized over a specified period of time for a fixed amount of inflation determined at inception. These transactions are executed pursuant to master agreements that provide for a single net payment or individual gross payments to be made by the counterparty at each due date. Most of these swaps will require a single payment to be made by one counterparty at the maturity date of the swap.

Foreign Currency Swaps

Foreign currency swaps are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies. With a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another at a forward exchange rate calculated by reference to an agreed upon principal amount. The principal amount of each currency is exchanged at the termination of the currency swap by each party. The Company uses foreign currency swaps ~~to hedge a portion~~in hedges of ~~its~~ net ~~investment~~investments in ~~certain~~ foreign operations and ~~foreign currency securities against adverse movements in exchange rates. The Company also uses foreign currency swaps to~~non-qualifying hedge ~~its exposure to market risks from changes in currency exchange rates with respect to investments denominated in foreign currencies that the Company either holds or intends to acquire or sell.~~relationships.

Foreign Currency Forwards

Foreign currency forwards are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies. With a foreign currency forward transaction, the Company agrees with another party to deliver a specified amount of an identified currency at a specified future date. The price is agreed upon at the time of the contract and payment for such a contract is made in a different currency at the specified future date. The Company uses foreign currency forwards in hedges of net investments in foreign operations and non-qualifying hedge relationships.

Forward Bond Purchase Commitments

Forward bond purchase commitments have been used by the Company to hedge against the variability in the anticipated cash flows required to purchase securities. With forward bond purchase commitments, the forward price is agreed upon at the time of the contract and payment for such contract is made at the future specified settlement date of the securities.

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Credit Default Swaps

The Company sells protection under single name credit default swaps and credit default swap index tranches to diversify its credit risk exposure in certain portfolios and, in combination with purchasing securities, to replicate characteristics of similar investments based on the credit quality and term of the credit default swap. Credit default triggers for indexed reference entities and single name reference entities are defined in the contracts. The Company’s maximum exposure to credit loss equals the notional value for credit default swaps. In the event of default of a referencing entity, the Company is typically required to pay the protection holder the full notional value less a recovery amount determined at auction.

~~Table of Contents~~

The following table presents the estimated fair value, maximum amount of future payments and weighted average years to maturity of credit default swaps sold by the Company at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


	September 30, 2016						December 31, 2015						September 30, 2017					December 31, 2016
Rating Agency Designation of Referenced Credit Obligations⁽¹⁾	Estimated Fair Value of Credit Default Swaps			Maximum Amount of Future Payments under Credit Default Swaps⁽²⁾		Weighted Average Years to Maturity⁽³⁾	Estimated Fair Value of Credit Default Swaps			Maximum Amount of Future Payments under Credit Default Swaps⁽²⁾		Weighted Average Years to Maturity⁽³⁾	Estimated Fair Value of Credit Default Swaps		Maximum Amount of Future Payments under Credit Default Swaps⁽²⁾		Weighted Average Years to Maturity⁽³⁾	Estimated Fair Value of Credit Default Swaps			Maximum Amount of Future Payments under Credit Default Swaps⁽²⁾		Weighted Average Years to Maturity⁽³⁾
AA/AA-/A+/A/A-
AAA/AA+/AA/AA-/A+/A/A-
Single name credit default swaps	$	1,625		$	145,500	4.0	$	1,689		$	152,500	3.9	$	2,975	$	155,500	3.2	$	1,726		$	150,500	3.8
Credit default swaps referencing indices	—			—		—	—			—		—
Subtotal	1,625			145,500		4.0	1,689			152,500		3.9	2,975		155,500		3.2	1,726			150,500		3.8
BBB+/BBB/BBB-
Single name credit default swaps	75			339,200		4.0	(5,066		)	315,200		4.2	4,209		368,200		3.2	1,426			347,200		3.7
Credit default swaps referencing indices	5,165			416,000		5.2	2,274			416,000		5.0	56		416,000		4.2	6,295			416,000		5.0
Subtotal	5,240			755,200		4.7	(2,792		)	731,200		4.6	4,265		784,200		3.7	7,721			763,200		4.4
BB+/BB
BB+/BB/BB-
Single name credit default swaps	(56		)	5,000		2.7	(2,900		)	10,000		4.1	21		5,000		1.7	(477		)	9,000		3.5
Credit default swaps referencing indices	—			—		—	—			—		—
Subtotal	(56		)	5,000		2.7	(2,900		)	10,000		4.1	21		5,000		1.7	(477		)	9,000		3.5
Total	$	6,809		$	905,700	4.6	$	(4,003	)	$	893,700	4.5	$	7,261	$	944,700	3.6	$	8,970		$	922,700	4.3


(1)	The rating agency designations are based on ratings from Standard and Poor’s (“S&P”).


(2)	Assumes the value of the referenced credit obligations is zero.


(3)	The weighted average years to maturity of the credit default swaps is calculated based on weighted average notional amounts.

The Company also purchases credit default swaps to reduce its risk against a drop in bond prices due to credit concerns of certain bond issuers. If a credit event, as defined by the contract, occurs, the Company is able to put the bond back to the counterparty at par.

Longevity Swaps

The Company enters into longevity swaps in the form of out-of-the-money options, which provide protection against changes in mortality improvement to retirement plans and insurers of such plans. With a longevity swap transaction, the Company agrees with another party to exchange a proportion of a notional value. The proportion is determined by the difference between a predefined benefit, and the realized benefit plus the future expected benefit, calculated by reference to a population index for a fixed premium.

Mortality Swaps

Mortality swaps are used by the Company to hedge risk from changes in mortality experience associated with its reinsurance of life insurance risk. The Company agrees with another party to exchange, at specified intervals, a proportion of a notional value determined by the difference between a predefined expected and realized claim amount on a designated index of reinsured lives, for a fixed percentage (premium) each term.

Synthetic Guaranteed Investment Contracts

The Company sells fee-based synthetic guaranteed investment contracts to retirement plans which include investment-only, stable value contracts. The assets are owned by the trustees of such plans, who invest the assets under the terms of investment guidelines to which the Company agrees. The contracts contain a guarantee of a minimum rate of return on participant balances supported by the underlying assets, and a guarantee of liquidity to meet certain participant-initiated plan cash flow requirements. These contracts are reported as derivatives and recorded at fair ~~value and classified as interest rate derivatives.~~value.

Embedded Derivatives

The Company has certain embedded derivatives which are required to be separated from their host contracts and reported as derivatives. Host contracts include reinsurance treaties structured on a modified coinsurance ~~("modco"~~(“modco”) or funds withheld basis. Additionally, the Company reinsures equity-indexed annuity and variable annuity contracts with benefits that are considered

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embedded derivatives, including guaranteed minimum withdrawal benefits, guaranteed minimum accumulation benefits, and guaranteed minimum income benefits. The changes in fair values of embedded derivatives on equity-indexed annuities described below relate to changes in the fair value associated with capital market and other related assumptions. The Company’s utilization of a credit valuation adjustment ~~("CVA"~~(“CVA”) did not have a material effect on the change in fair value of its embedded derivatives for the three and nine months ended September 30, ~~2016~~2017 and ~~2015.~~

~~Table of Contents~~

2016.

The related gains (losses) and the effect on net income after amortization of deferred acquisition costs (“DAC”) and income taxes for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 are reflected in the following table (dollars in thousands):


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Embedded derivatives in modco or funds withheld arrangements included in investment related gains	$	49,078		$	(46,169	)	$	33,795		$	(71,592	)	$	23,044		$	49,078		$	106,854		$	33,795
After the associated amortization of DAC and taxes, the related amounts included in net income	9,653			(11,783		)	1,683			(18,287		)	7,515			9,653			36,300			1,683
Embedded derivatives in variable annuity contracts included in investment related gains	7,988			(95,372		)	(83,089		)	(69,628		)	(6,205		)	7,988			16,518			(83,089		)
After the associated amortization of DAC and taxes, the related amounts included in net income	2,595			(116,994		)	(63,415		)	(106,796		)	(1,074		)	2,595			30,785			(63,415		)
Amounts related to embedded derivatives in equity-indexed annuities included in benefits and expenses	(20,104		)	50,246			(20,730		)	28,999			(13,133		)	(20,104		)	(35,490		)	(20,730		)
After the associated amortization of DAC and taxes, the related amounts included in net income	(13,397		)	27,861			(9,979		)	13,095			(9,737		)	(13,397		)	(38,059		)	(9,979		)

Credit Risk

The Company manages its credit risk related to over-the-counter ~~("OTC"~~(“OTC”) derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master netting agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination.

The credit exposure of the ~~Company's~~Company’s OTC derivative transactions is represented by the contracts with a positive fair value (market value) at the reporting date. To reduce credit exposures, the Company seeks to (i) enter into OTC derivative transactions pursuant to master netting agreements that provide for a netting of payments and receipts with a single counterparty, and (ii) enter into agreements that allow the use of credit support annexes, which are bilateral rating-sensitive agreements that require collateral postings at established threshold levels. Certain of the ~~Company's~~Company’s OTC derivatives are cleared derivatives, which are bilateral transactions between the Company and a counterparty where the transactions are cleared through a clearinghouse, such that each derivative counterparty is only exposed to the default of the clearinghouse. These cleared transactions require initial and daily variation margin collateral postings and include certain interest rate swaps and credit default swaps entered into on or after June 10, 2013, related to guidelines implemented under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Also, the Company enters into exchange-traded futures through regulated exchanges and these transactions are settled on a daily basis, thereby reducing credit risk exposure in the event of non-performance by counterparties to such financial instruments.

The Company enters into various collateral arrangements, which require both the posting and accepting of collateral in connection with its derivative instruments. Collateral agreements contain attachment thresholds that may vary depending on the posting party’s ratings. Additionally, a decline in the Company’s or the counterparty’s credit ratings to specified levels could result in potential settlement of the derivative positions under the Company’s agreements with its counterparties. The Company also has exchange-traded futures, which require the maintenance of a margin account. As exchange-traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties.

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The Company’s credit exposure related to derivative contracts is generally limited to the fair value at the reporting date plus or minus any collateral posted or held by the Company. The Company’s credit exposure to mortality swaps is minimal, as they are fully collateralized by a counterparty. Information regarding the Company’s credit exposure related to its over-the-counter derivative contracts, centrally cleared derivative contracts and margin account for exchange-traded futures, excluding mortality swaps, at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are reflected in the following table (dollars in thousands):


	September 30, 2016			December 31, 2015			September 30, 2017			December 31, 2016
Estimated fair value of derivatives in net asset position	$	313,817		$	248,968		$	151,009		$	236,985
Cash provided as collateral⁽¹⁾	20,078			12,540			30,771			1,441
Securities pledged to counterparties as collateral⁽²⁾	74,680			47,149			58,360			95,863
Cash pledged from counterparties as collateral⁽³⁾	(305,658		)	(245,038		)	(174,120		)	(254,498		)
Securities pledged from counterparties as collateral⁽⁴⁾	(48,024		)	(20,888		)	(17,782		)	(16,913		)
Initial margin for cleared derivatives⁽²⁾	(63,056		)	(34,898		)	(58,360		)	(73,571		)
Net amount after application of master netting agreements and collateral	$	(8,163	)	$	7,833		$	(10,122	)	$	(10,693	)
Margin account related to exchange-traded futures⁽⁵⁾	$	10,101		$	11,004		$	7,832		$	9,687


(1)	Consists of receivable from counterparty, included in other assets.


(2)	Included in available-for-sale securities, primarily consists of U.S. Treasury and government agency securities.


(3)	Included in cash and cash equivalents, with obligation to return cash collateral recorded in other liabilities.


(4)	Consists of U.S. Treasury and government securities.


(5)	Included in other assets.

6. Fair Value of Assets and Liabilities

Fair Value Measurement

General accounting principles for Fair Value Measurements and Disclosures define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. These principles also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and describes three levels of inputs that may be used to measure fair value:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets ~~include assets~~ and liabilities ~~that~~ are traded in active exchange markets.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or market standard valuation techniques and assumptions that use significant inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the related assets or liabilities. Prices are determined using valuation methodologies such as discounted cash flow models and other similar techniques that require management’s judgment or estimation in developing inputs that are consistent with those other market participants would use when pricing similar assets and liabilities. Additionally, the Company’s embedded derivatives, all of which are associated with reinsurance treaties and longevity and mortality swaps, are classified in Level 3 since their values include significant unobservable inputs.

When inputs used to measure the fair value of an asset or liability fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety, except for fair value measurements using net asset value. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such assets and liabilities categorized within Level 3 may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

2728

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Assets and Liabilities by Hierarchy Level

Assets and liabilities measured at fair value on a recurring basis as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are summarized below (dollars in thousands):


September 30, 2016:				Fair Value Measurements Using:
September 30, 2017:															Fair Value Measurements Using:
	Total			Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3
Assets:
Fixed maturity securities – available-for-sale:
Corporate securities	$	20,164,848		$	302,603	$	18,606,341		$	1,255,904		$	22,535,830		$	615,433	$	20,648,377		$	1,272,020
Canadian and Canadian provincial governments	4,140,379			—		3,566,760			573,619			3,991,185			—		3,465,820			525,365
Residential mortgage-backed securities	1,311,692			—		1,120,999			190,693			1,679,305			—		1,561,310			117,995
Asset-backed securities	1,382,574			—		1,158,923			223,651			1,694,568			—		1,549,371			145,197
Commercial mortgage-backed securities	1,475,033			—		1,437,526			37,507			1,313,322			—		1,311,375			1,947
U.S. government and agencies	1,559,536			1,427,369		106,334			25,833			1,603,669			1,480,357		100,061			23,251
State and political subdivisions	617,849			—		580,086			37,763			661,031			—		619,519			41,512
Other foreign government supranational and foreign government-sponsored enterprises	2,884,508			326,297		2,544,785			13,426			2,902,832			319,147		2,578,057			5,628
Total fixed maturity securities – available-for-sale	33,536,419			2,056,269		29,121,754			2,358,396			36,381,742			2,414,937		31,833,890			2,132,915
Funds withheld at interest – embedded derivatives	(42,903		)	—		—			(42,903		)	84,325			—		—			84,325
Cash equivalents	423,457			378,980		44,477			—			332,186			332,186		—			—
Short-term investments	92,151			56,017		36,134			—			56,454			—		53,095			3,359
Other invested assets:
Non-redeemable preferred stock	52,852			39,735		13,117			—			38,901			38,901		—			—
Other equity securities	367,396			367,396		—			—			74,030			74,030		—			—
Derivatives:
Interest rate swaps	161,008			—		161,008			—			46,258			—		46,258			—
Foreign currency forwards												1,418			—		1,418			—
CPI swaps	(447		)	—		(447		)	—			230			—		230			—
Credit default swaps	7,429			—		7,429			—			6,903			—		6,903			—
Equity options	40,021			—		40,021			—			9,700			—		9,700			—
Foreign currency swaps	102,157			—		102,157			—			68,896			—		68,896			—
FVO contractholder-directed unit-linked investments	200,208			198,925		1,283			—			210,660			209,136		1,524			—
Other	37			37		—			—
Total other invested assets	930,661			606,093		324,568			—			456,996			322,067		134,929			—
Other assets - longevity swaps	27,029			—		—			27,029			37,827			—		—			37,827
Total	$	34,966,814		$	3,097,359	$	29,526,933		$	2,342,522		$	37,349,530		$	3,069,190	$	32,021,914		$	2,258,426
Liabilities:
Interest sensitive contract liabilities – embedded derivatives	$	1,130,124		$	—	$	—		$	1,130,124		$	989,940		$	—	$	—		$	989,940
Other liabilities:
Derivatives:
Interest rate swaps	28,012			—		28,012			—			8,953			—		8,953			—
Foreign currency forwards	2,560			—		2,560			—			10,287			—		10,287			—
CPI swaps												61			—		61			—
Credit default swaps	254			—		254			—			(512		)	—		(512		)	—
Equity options	(8,141		)	—		(8,141		)	—			(10,306		)	—		(10,306		)	—
Foreign currency swaps	695			—		695			—			11,740			—		11,740			—
Mortality swaps	2,068			—		—			2,068			1,683			—		—			1,683
Total	$	1,155,572		$	—	$	23,380		$	1,132,192		$	1,011,846		$	—	$	20,223		$	991,623

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December 31, 2015:				Fair Value Measurements Using:
December 31, 2016:															Fair Value Measurements Using:
	Total			Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3
Assets:
Fixed maturity securities – available-for-sale:
Corporate securities	$	17,708,156		$	269,039	$	16,212,147		$	1,226,970		$	19,619,084		$	310,995	$	18,035,836		$	1,272,253
Canadian and Canadian provincial governments	3,576,759			—		3,160,683			416,076			3,644,046			—		3,168,081			475,965
Residential mortgage-backed securities	1,311,477			—		980,828			330,649			1,278,576			—		1,118,285			160,291
Asset-backed securities	1,212,676			—		908,840			303,836			1,429,344			—		1,210,064			219,280
Commercial mortgage-backed securities	1,483,087			—		1,414,524			68,563			1,363,654			—		1,342,509			21,145
U.S. government and agencies	1,381,659			1,227,858		127,536			26,265			1,468,302			1,345,755		98,059			24,488
State and political subdivisions	511,014			—		472,672			38,342			591,796			—		550,130			41,666
Other foreign government, supranational and foreign government-sponsored enterprises	2,458,077			260,552		2,183,460			14,065			2,698,823			276,729		2,409,225			12,869
Total fixed maturity securities – available-for-sale	29,642,905			1,757,449		25,460,690			2,424,766			32,093,625			1,933,479		27,932,189			2,227,957
Funds withheld at interest – embedded derivatives	(76,698		)	—		—			(76,698		)	(22,529		)	—		—			(22,529		)
Cash equivalents	406,521			406,521		—			—			338,601			338,601		—			—
Short-term investments	530,773			524,946		5,827			—			44,241			8,276		32,619			3,346
Other invested assets:
Non-redeemable preferred stock	87,520			81,809		5,711			—			51,123			38,317		12,806			—
Other equity securities	38,342			38,342		—			—			224,238			224,238		—			—
Derivatives:
Interest rate swaps	71,882			—		71,882			—			93,508			—		93,508			—
Foreign currency forwards	20			—		20			—
CPI swaps	(292		)	—		(292		)	—
Credit default swaps	2,567			—		2,567			—			9,136			—		9,136			—
Equity options	40,644			—		40,644			—			26,070			—		26,070			—
Foreign currency swaps	141,357			—		141,357			—			100,394			—		100,394			—
FVO contractholder-directed unit-linked investments	197,547			195,317		2,230			—			190,120			188,891		1,229			—
Other	8,170			8,170		—			—			11,036			11,036		—			—
Total other invested assets	587,757			323,638		264,119			—			705,625			462,482		243,143			—
Other assets - longevity swaps	14,996			—		—			14,996			26,958			—		—			26,958
Total	$	31,106,254		$	3,012,554	$	25,730,636		$	2,363,064		$	33,186,521		$	2,742,838	$	28,207,951		$	2,235,732
Liabilities:
Interest sensitive contract liabilities – embedded derivatives	$	1,070,584		$	—	$	—		$	1,070,584		$	990,308		$	—	$	—		$	990,308
Other liabilities:
Derivatives:
Interest rate swaps	20,989			—		20,989			—			24,374			—		24,374			—
Foreign currency forwards	6,744			—		6,744			—			5,070			—		5,070			—
CPI swaps												262			—		262			—
Credit default swaps	5,390			—		5,390			—			(5		)	—		(5		)	—
Equity options	(6,009		)	—		(6,009		)	—			(7,389		)	—		(7,389		)	—
Foreign currency swaps	(4,908		)	—		(4,908		)	—			(3,231		)	—		(3,231		)	—
Mortality swaps	2,619			—		—			2,619			2,462			—		—			2,462
Total	$	1,095,409		$	—	$	22,206		$	1,073,203		$	1,011,851		$	—	$	19,081		$	992,770

The Company may utilize information from third parties, such as pricing services and brokers, to assist in determining the fair value for certain assets and liabilities; however, management is ultimately responsible for all fair values presented in the Company’s condensed consolidated financial statements. This includes responsibility for monitoring the fair value process, ensuring objective and reliable valuation practices and pricing of assets and liabilities, and approving changes to valuation methodologies and pricing sources. The selection of the valuation technique(s) to apply considers the definition of an exit price and the nature of the asset or liability being valued and significant expertise and judgment is required.

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The Company performs initial and ongoing analysis and review of the various techniques utilized in determining fair value to ensure that they are appropriate and consistently applied, and that the various assumptions are reasonable. The Company analyzes and reviews the information and prices received from third parties to ensure that the prices represent a reasonable estimate of the fair value and to monitor controls around pricing, which includes quantitative and qualitative analysis and is overseen by the Company’s investment and accounting personnel. Examples of procedures performed include, but are not limited to, review of pricing trends, comparison of a sample of executed prices of securities sold to the fair value estimates, comparison of fair value estimates to management’s knowledge of the current market, and ongoing confirmation that third party pricing services use, wherever possible, market-based parameters for valuation. In addition, the Company utilizes both internal and external cash flow models to analyze the reasonableness of fair values utilizing credit spread and other market assumptions, where appropriate. As a result of the analysis, if the Company determines there is a more appropriate fair value based upon the available market data, the price received from the third party is adjusted accordingly. The Company also determines if the inputs used in estimated fair values received from pricing services are observable by assessing whether these inputs can be corroborated by observable market data.

For assets and liabilities reported at fair value, the Company utilizes, when available, fair values based on quoted prices in active markets that are regularly and readily obtainable. Generally, these are very liquid investments and the valuation does not require management judgment. When quoted prices in active markets are not available, fair value is based on market valuation techniques, market comparable pricing and the income approach. The use of different techniques, assumptions and inputs may have a material effect on the estimated fair values of the Company’s securities holdings. For the periods presented, the application of market standard valuation techniques applied to similar assets and liabilities has been consistent.

The methods and assumptions the Company uses to estimate the fair value of assets and liabilities measured at fair value on a recurring basis are summarized below.

Fixed Maturity Securities – The fair values of the Company’s publicly-traded fixed maturity securities are generally based on prices obtained from independent pricing services. Prices from pricing services are sourced from multiple vendors, and a vendor hierarchy is maintained by asset type based on historical pricing experience and vendor expertise. The Company generally receives prices from multiple pricing services for each security, but ultimately uses the price from the vendor that is highest in the hierarchy for the respective asset type. To validate reasonableness, prices are periodically reviewed as explained above. Consistent with the fair value hierarchy described above, securities with quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from third party pricing services is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process with the pricing service.

If the Company ultimately concludes that pricing information received from the independent pricing service is not reflective of fair value, non-binding broker quotes are used, if available. If the Company concludes that the values from both pricing services and brokers are not reflective of fair value, an internally developed valuation may be prepared; however, this occurs infrequently. Internally developed valuations or non-binding broker quotes are also used to determine fair value in circumstances where vendor pricing is not available. These valuations may use significant unobservable inputs, which reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset. Observable market data may not be available in certain circumstances, such as market illiquidity and credit events related to the security. Pricing service overrides, internally developed valuations and non-binding broker quotes are generally based on significant unobservable inputs and are reflected as Level 3 in the valuation hierarchy.

The inputs used in the valuation of corporate and government securities include, but are not limited to standard market observable inputs which are derived from, or corroborated by, market observable data including market yield curve, duration, call provisions, observable prices and spreads for similar publicly traded or privately traded issues that incorporate the credit quality and industry sector of the issuer. For structured securities, valuation is based primarily on matrix pricing or other similar techniques using standard market inputs including spreads for actively traded securities, spreads off benchmark yields, expected prepayment speeds and volumes, current and forecasted loss severity, rating, weighted average coupon, weighted average maturity, average delinquency rates, geographic region, debt-service coverage ratios and issuance-specific information including, but not limited to: collateral type, payment terms of the underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans.

When observable inputs are not available, the market standard valuation techniques for determining the estimated fair value of certain types of securities that trade infrequently, and therefore have little or no price transparency, rely on inputs that are significant to the estimated fair value that are not observable in the market or cannot be derived principally from or corroborated by observable market data. These unobservable inputs can be based in large part on management judgment or estimation, and cannot be supported by reference to market activity. Even though unobservable, these inputs are based on assumptions deemed appropriate given the circumstances and are believed to be consistent with what other market participants would use when pricing such securities.

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The fair values of private placement securities are primarily determined using a discounted cash flow model. In certain cases these models primarily use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 3. For certain private fixed maturities, the discounted cash flow model may also incorporate significant unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the security. To the extent management determines that such unobservable inputs are not significant to the price of a security, a Level 2 classification is made. Otherwise, a Level 3 classification is used.

~~Table of Contents~~

Embedded Derivatives – The fair value of embedded derivative liabilities, including those calculated by third parties, are monitored through the use of attribution reports to quantify the effect of underlying sources of fair value change, including capital market inputs based on policyholder account values, interest rates and short-term and long-term implied volatilities, from period to period. Actuarial assumptions are based on experience studies performed internally in combination with available industry information and are reviewed on a periodic basis, at least annually.

For embedded derivative liabilities associated with the underlying products in reinsurance treaties, primarily equity-indexed and variable annuity treaties, the Company utilizes a discounted cash flow model, which includes an estimate of future equity option purchases and an adjustment for a CVA. The variable annuity embedded derivative calculations are performed by third parties based on methodology and input assumptions provided by the Company. To validate the reasonableness of the resulting fair value, the Company’s internal actuaries perform reviews and analytical procedures on the results. The capital market inputs to the model, such as equity indexes, short-term equity volatility and interest rates, are generally observable. The valuation also requires certain significant inputs, which are generally not observable and accordingly, the valuation is considered Level 3 in the fair value hierarchy, see “Level 3 Measurements and Transfers” below for a description.

The fair value of embedded derivatives associated with funds withheld reinsurance treaties is determined based upon a total return swap technique with reference to the fair value of the investments held by the ceding company that support the Company’s funds withheld at interest asset with an adjustment for a CVA. The fair value of the underlying assets is generally based on market observable inputs using industry standard valuation techniques. The valuation also requires certain significant inputs, which are generally not observable and accordingly, the valuation is considered Level 3 in the fair value hierarchy, see “Level 3 Measurements and Transfers” below for a description.

Credit Valuation Adjustment – The Company uses a structural default risk model to estimate a CVA. The input assumptions are a combination of externally derived and published values (default threshold and uncertainty), market inputs (interest rate, equity price per share, debt per share, equity price volatility) and insurance industry data (Loss Given Default), adjusted for market recoverability.

Cash Equivalents and Short-Term Investments – Cash equivalents and short-term investments include money market instruments, commercial paper and other highly liquid debt instruments. Money market instruments are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The fair value of certain other cash equivalents and short-term investments, such as floating rate notes and bonds with original maturities less than twelve months, are based upon other market observable data and are typically classified as Level 2. However, certain short-term investments may incorporate significant unobservable inputs resulting in a Level 3 classification. Various time deposits carried as cash equivalents or short-term investments are not measured at estimated fair value and therefore are excluded from the tables presented.

Equity Securities – Equity securities consist principally of exchange-traded funds and preferred stock of publicly and privately traded companies. The fair values of publicly traded equity securities are primarily based on quoted market prices in active markets and are classified within Level 1 in the fair value hierarchy. The fair values of preferred equity securities, for which quoted market prices are not readily available, are based on prices obtained from independent pricing services and these securities are generally classified within Level 2 in the fair value hierarchy. Non-binding broker quotes for equity securities are generally based on significant unobservable inputs and are reflected as Level 3 in the fair value hierarchy.

FVO Contractholder-Directed Unit-Linked Investments – FVO contractholder-directed investments supporting unit-linked variable annuity type liabilities primarily consist of exchange-traded funds and, to a lesser extent, fixed maturity securities and cash and cash equivalents. The fair values of the exchange-traded securities are primarily based on quoted market prices in active markets and are classified within Level 1 of the hierarchy. The fair value of the fixed maturity contractholder-directed securities is determined on a basis consistent with the methodologies described above for fixed maturity securities and are classified within Level 2 of the hierarchy.

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Derivative Assets and Derivative Liabilities – All of the derivative instruments utilized by the Company, except for longevity and mortality swaps, are classified within Level 2 on the fair value hierarchy. These derivatives are principally valued using an income approach. Valuations of interest rate contracts are based on present value techniques, which utilize significant inputs that may include the swap yield curve, ~~LIBOR~~London Interbank Offered Rate (“LIBOR”) basis curves, and repurchase rates. Valuations of foreign currency contracts, are based on present value techniques, which utilize significant inputs that may include the swap yield curve, LIBOR basis curves, currency spot rates, and cross currency basis curves. Valuations of credit contracts are based on present value techniques, which utilize significant inputs that may include the swap yield curve, credit curves, and recovery rates. Valuations of equity market contracts, are based on present value techniques, which utilize significant inputs that may include the swap yield curve, spot equity index levels, and dividend yield curves. Valuations of equity market contracts, option-based, are based on option pricing models, which utilize significant inputs that may include the swap yield curve, spot equity index levels, dividend yield curves, and equity volatility. The Company does not currently have derivatives, except for longevity and mortality swaps, included in Level 3 measurement.

~~Table of Contents~~

Longevity and Mortality Swaps – The Company utilizes a discounted cash flow model to estimate the fair value of longevity and mortality swaps. The fair value of these swaps includes an accrual for premiums payable and receivable. Some inputs to the valuation model are generally observable, such as interest rates and actual population mortality experience. The valuation also requires significant inputs that are generally not observable and, accordingly, the valuation is considered Level 3 in the fair value hierarchy.

Level 3 Measurements and Transfers

As of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, the Company classified approximately ~~7.0%~~5.9% and ~~8.2%~~6.9%, respectively, of its fixed maturity securities in the Level 3 category. These securities primarily consist of private placement corporate securities and bank loans as well as Canadian provincial strips with inactive trading markets. Additionally, the Company has included asset-backed securities with subprime exposure and mortgage-backed securities with below investment grade ratings in the Level 3 category due to market uncertainty associated with these securities and the Company’s utilization of unobservable information from third parties for the valuation of these securities.

The significant unobservable inputs used in the fair value measurement of the Company’s corporate, sovereign, government-backed, and other political subdivision investments are probability of default, liquidity premium and subordination premium. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumptions used for the liquidity premium and subordination premium. For securities with a fair value derived using the market comparable pricing valuation technique, liquidity premium is the only significant unobservable input.

The significant unobservable inputs used in the fair value measurement of the Company’s asset and mortgage-backed securities are prepayment rates, probability of default, liquidity premium and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the liquidity premium and loss severity and a directionally opposite change in the assumption used for prepayment rates.

The actuarial assumptions used in the fair value of embedded derivatives which include assumptions related to lapses, withdrawals, and mortality, are based on experience studies performed by the Company in combination with available industry information and are reviewed on a periodic basis, at least annually. The significant unobservable inputs used in the fair value measurement of embedded derivatives are assumptions associated with policyholder experience and selected capital market assumptions for equity-indexed and variable annuities. The selected capital market assumptions, which include long-term implied volatilities, are projections based on short-term historical information. Changes in interest rates, equity indices, equity volatility, CVA, and actuarial assumptions regarding policyholder experience may result in significant fluctuations in the value of embedded derivatives.

Fair value measurements associated with funds withheld reinsurance treaties are generally not materially sensitive to changes in unobservable inputs associated with policyholder experience. The primary drivers of change in these fair values are related to movements of credit spreads, which are generally observable. Increases (decreases) in market credit spreads tend to decrease (increase) the fair value of embedded derivatives. Increases (decreases) in the CVA assumption tend to decrease (increase) the magnitude of the fair value of embedded derivatives.

Fair value measurements associated with variable annuity treaties are sensitive to both capital markets inputs and policyholder experience inputs. Increases (decreases) in lapse rates tend to decrease (increase) the value of the embedded derivatives associated with variable annuity treaties. Increases (decreases) in the long-term volatility assumption tend to increase (decrease) the fair value of embedded derivatives. Increases (decreases) in the CVA assumption tend to decrease (increase) the magnitude of the fair value of embedded derivatives.

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The actuarial assumptions used in the fair value of longevity and mortality swaps include assumptions related to the level and volatility of mortality. The assumptions are based on studies performed by the Company in combination with available industry information and are reviewed on a periodic basis, at least annually.

~~Table of Contents~~

The following table presents quantitative information about significant unobservable inputs used in Level 3 fair value measurements that are developed internally by the Company as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


	Estimated Fair Value						Valuation Technique		Unobservable Inputs		Range (Weighted Average)					Estimated Fair Value							Valuation Technique		Unobservable Inputs		Range (Weighted Average)
	September 30, 2016			December 31, 2015					Unobservable Inputs	September 30, 2016			December 31, 2015		September 30, 2017				December 31, 2016					September 30, 2017			December 31, 2016
Assets:
Corporate securities	$	175,706		$	195,557		Valuation Technique	Market comparable securities		Liquidity premium		0-2% (1%)			0-2% (1%)		$	150,170			$	167,815	Valuation Technique		Unobservable Inputs	Market comparable securities		Liquidity premium	0-2% (1%)		0-2% (1%)
U.S. government and agencies	25,833			26,265			Market comparable securities		Liquidity premium		0-1% (1%)			0-1% (1%)		23,251				24,488			Market comparable securities		Liquidity premium		0-1% (1%)		0-1% (1%)
State and political subdivisions	5,011			4,770			Market comparable securities		Liquidity premium		1	%		1	%	4,544				4,670			Market comparable securities		Liquidity premium		1	%	1	%
Funds withheld at interest- embedded derivatives	(42,903		)	(76,698		)	Total return swap		Mortality		0-100% (2%)			0-100% (2%)		84,325				(22,529		)	Total return swap		Mortality		0-100% (3%)		0-100% (2%)
									Lapse		0-35% (8%)			0-35% (7%)											Lapse		0-35% (10%)		0-35% (8%)
									Withdrawal		0-5% (3%)			0-5% (3%)											Withdrawal		0-5% (4%)		0-5% (3%)
									CVA		0-5% (1%)			0-5% (1%)											CVA		0-5% (1%)		0-5% (1%)
									Crediting rate		2-4% (2%)			2-4% (3%)											Crediting rate		2-4% (3%)		2-4% (2%)
Longevity swaps	27,029			14,996			Discounted cash flow		Mortality		0-100% (2%)			0-100% (2%)		37,827				26,958			Discounted cash flow		Mortality		0-100% (2%)		0-100% (2%)
									Mortality improvement		(10%)-10% (3%)			(10%)-10% (3%)											Mortality improvement		(10%)-10% (3%)		(10%)-10% (3%)
Liabilities:
Interest sensitive contract liabilities- embedded derivatives- indexed annuities	854,564			878,114			Discounted cash flow		Mortality		0-100% (2%)			0-100% (2%)		821,821				805,672			Discounted cash flow		Mortality		0-100% (3%)		0-100% (2%)
									Lapse		0-35% (8%)			0-35% (7%)											Lapse		0-35% (10%)		0-35% (8%)
									Withdrawal		0-5% (3%)			0-5% (3%)											Withdrawal		0-5% (4%)		0-5% (3%)
									Option budget projection		2-4% (2%)			2-4% (3%)											Option budget projection		2-4% (3%)		2-4% (2%)

Interest sensitive contract liabilities- embedded derivatives- variable annuities	275,560			192,470			Discounted cash flow		Mortality		0-100% (2%)			0-100% (2%)		168,119				184,636			Discounted cash flow		Mortality		0-100% (1%)		0-100% (2%)
									Lapse		0-25% (6%)			0-25% (7%)											Lapse		0-25% (5%)		0-25% (6%)
									Withdrawal		0-7% (3%)			0-7% (3%)											Withdrawal		0-7% (3%)		0-7% (3%)
									CVA		0-5% (1%)			0-5% (1%)											CVA		0-5% (1%)		0-5% (1%)
									Long-term volatility		0-27% (14%)			0-27% (14%)											Long-term volatility		0-27% (9%)		0-27% (14%)
Mortality swaps	2,068			2,619			Discounted cash flow		Mortality		0-100% (1%)			0-100% (1%)		1,683				2,462			Discounted cash flow		Mortality		0-100% (1%)		0-100% (1%)

The Company recognizes transfers of assets and liabilities into and out of levels within the fair value hierarchy at the beginning of the quarter in which the actual event or change in circumstances that caused the transfer occurs. Assets and liabilities transferred into Level 3 are due to a lack of observable market transactions and price information. Assets and liabilities are transferred out of Level 3 when circumstances change such that significant inputs can be corroborated with market observable data. This may be due to a significant increase in market activity for the asset or liability, a specific event, one or more significant input(s) becoming observable. Transfers out of Level 3 were primarily the result of the Company obtaining observable pricing information or a third party pricing quotation that appropriately reflects the fair value of those assets and liabilities. In addition, certain transfers out of Level 3 were also due to ratings upgrades on mortgage-backed securities that had previously had below investment-grade ratings.

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Transfers from Level 1 to Level 2 are due to the lack of observable market data when pricing these securities, while transfers from Level 2 to Level 1 are due to an increase in the availability of market observable data in an active market. There were no transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2016. The following tables present the transfers between Level 1 and Level 2 during the three and nine months ended September 30, ~~2015~~2017 (dollars in thousands):


	2015				2017
	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1		Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
Three months ended September 30:
Fixed maturity securities - available-for-sale:
Corporate securities	$	—	$	47,199	$	—	$	—

Nine months ended September 30:
Fixed maturity securities - available-for-sale:
Corporate securities	$	625	$	84,195	$	—	$	88,674

The tables below provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and nine months ended September 30, 2017, as well as the portion of gains or losses included in income for the three and nine months ended September 30, 2017 attributable to unrealized gains or losses related to those assets and liabilities still held at September 30, 2017 (dollars in thousands):



For the three months ended September 30, 2017:	Fixed maturity securities - available-for-sale
	Corporate securities			Canadian and Canadian provincial governments			Residential mortgage- backed securities			Asset-backed securities
Fair value, beginning of period	$	1,291,054		$	533,270		$	148,685		$	201,589
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(383		)	3,460			(30		)	160
Investment related gains (losses), net	396			—			44			—
Included in other comprehensive income	(2,700		)	(11,365		)	104			(101		)
Purchases⁽¹⁾	107,670			—			26,765			—
Sales⁽¹⁾	(26,337		)	—			(3,553		)	—
Settlements⁽¹⁾	(88,551		)	—			(3,645		)	(15,243		)
Transfers into Level 3	3,844			—			15			36,994
Transfers out of Level 3	(12,973		)	—			(50,390		)	(78,202		)
Fair value, end of period	$	1,272,020		$	525,365		$	117,995		$	145,197
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(394	)	$	3,460		$	(27	)	$	156

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For the three months ended September 30, 2017 (continued):	Fixed maturity securities available-for-sale
	Commercial mortgage- backed securities			U.S. government and agencies			State and political subdivisions			Other foreign government, supranational and foreign government-sponsored enterprises
Fair value, beginning of period	$	1,943		$	23,567		$	34,434		$	11,994
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	—			(116		)	26			(1		)
Included in other comprehensive income	5			6			(208		)	(7		)
Purchases⁽¹⁾	—			134			—			495
Settlements⁽¹⁾	(1		)	(340		)	(35		)	—
Transfers into Level 3	—			—			7,295			—
Transfers out of Level 3	—			—			—			(6,853		)
Fair value, end of period	$	1,947		$	23,251		$	41,512		$	5,628
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	—		$	(116	)	$	26		$	(1	)



For the three months ended September 30, 2017 (continued):	Short-term Investments			Funds withheld at interest- embedded derivatives		Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	3,548		$	61,281	$	33,349	$	(974,631	)	$	(1,552	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment related gains (losses), net	—			23,044		—		(10,047		)	—
Interest credited	—			—		—		(8,335		)	—
Included in other comprehensive income	(3		)	—		1,144		—			1
Other revenues	—			—		3,334		—			(132		)
Purchases⁽¹⁾	3,164			—		—		(18,736		)	—
Settlements⁽¹⁾	(114		)	—		—		21,809			—
Transfers out of Level 3	(3,236		)	—				—			—
Fair value, end of period	$	3,359		$	84,325	$	37,827	$	(989,940	)	$	(1,683	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment related gains (losses), net	—			23,044		—		(11,900		)	—
Other revenues	—			—		3,334		—			(132		)
Interest credited	—			—		—		(30,145		)	—

Table of Contents



For the nine months ended September 30, 2017:	Fixed maturity securities - available-for-sale
	Corporate securities			Canadian and Canadian provincial governments		Residential mortgage- backed securities			Asset-backed securities
Fair value, beginning of period	$	1,272,253		$	475,965	$	160,291		$	219,280
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(1,202		)	9,731		(304		)	1,689
Investment related gains (losses), net	7,592			—		524			—
Interest credited
Included in other comprehensive income	(2,300		)	39,669		2,716			6,802
Purchases⁽¹⁾	257,671			—		72,582			45,215
Sales⁽¹⁾	(49,511		)	—		(18,624		)	—
Settlements⁽¹⁾	(234,552		)	—		(15,084		)	(60,966		)
Transfers into Level 3	35,042			—		5,515			75,752
Transfers out of Level 3	(12,973		)	—		(89,621		)	(142,575		)
Fair value, end of period	$	1,272,020		$	525,365	$	117,995		$	145,197
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(1,213	)	$	9,731	$	(155	)	$	556
Investment related gains (losses), net	(2,788		)	—		(346		)	—



For the nine months ended September 30, 2017 (continued):	Fixed maturity securities available-for-sale
	Commercial mortgage- backed securities			U.S. government and agencies			State and political subdivisions			Other foreign government, supranational and foreign government-sponsored enterprises
Fair value, beginning of period	$	21,145		$	24,488		$	41,666		$	12,869
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	709			(348		)	(68		)	(1		)
Investment related gains (losses), net	(595		)	—			—			—
Included in other comprehensive income	(57		)	269			(228		)	(210		)
Other revenues	—			—			—			—
Purchases⁽¹⁾	—			370			—			495
Sales⁽¹⁾	(3,720		)	—			—			—
Settlements⁽¹⁾	(5,403		)	(1,528		)	(309		)	(672		)
Transfers into Level 3	—			—			7,295			—
Transfers out of Level 3	(10,132		)	—			(6,844		)	(6,853		)
Fair value, end of period	$	1,947		$	23,251		$	41,512		$	5,628
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	—		$	(348	)	$	(68	)	$	(1	)

Table of Contents



For the nine months ended September 30, 2017 (continued):	Short-term Investments			Funds withheld at interest- embedded derivatives			Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	3,346		$	(22,529	)	$	26,958	$	(990,308	)	$	(2,462	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment related gains (losses), net	—			106,854			—		9,005			—
Interest credited	—			—			—		(20,408		)	—
Included in other comprehensive income	1			—			3,689		—			1
Other revenues	—			—			7,180		—			(922		)
Purchases⁽¹⁾	3,520			—			—		(51,276		)	—
Settlements⁽¹⁾	(272		)	—			—		63,047			1,700
Transfers out of Level 3	(3,236		)	—			—		—			—
Fair value, end of period	$	3,359		$	84,325		$	37,827	$	(989,940	)	$	(1,683	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment related gains (losses), net	—			106,854			—		2,934			—
Other revenues	—			—			7,180		—			(922		)
Interest credited	—			—			—		(83,456		)	—


(1)	The amount reported within purchases, sales and settlements is the purchase price (for purchases) and the sales/settlement proceeds (for sales and settlements) based upon the actual date purchased or sold/settled. Items purchased and sold/settled in the same period are excluded from the rollforward. The Company had no issuances during the period.

The tables below provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and nine months ended September 30, 2016, as well as the portion of gains or losses included in income for the three and nine months ended September 30, 2016 attributable to unrealized gains or losses related to those assets and liabilities still held at September 30, 2016 (dollars in thousands):


For the three months ended September 30, 2016:	Fixed maturity securities - available-for-sale																	Fixed maturity securities - available-for-sale
	Corporate securities			Canadian and Canadian provincial governments		Residential mortgage- backed securities			Asset-backed securities			Commercial mortgage- backed securities			U.S. government and agencies			Corporate securities			Canadian and Canadian provincial governments		Residential mortgage- backed securities			Asset-backed securities			Commercial mortgage- backed securities			U.S. government and agencies
Fair value, beginning of period	$	1,297,382		$	554,192	$	165,979		$	298,816		$	37,935		$	26,255		$	1,297,382		$	554,192	$	165,979		$	298,816		$	37,935		$	26,255
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(567		)	3,085		(40		)	173			304			(122		)	(567		)	3,085		(40		)	173			304			(122		)
Investment related gains (losses), net	17,917			—		—			—			—			—			17,917			—		—			—			—			—
Claims & other policy benefits	—			—		—			—			—			—
Interest credited	—			—		—			—			—			—
Policy acquisition costs and other insurance expenses	—			—		—			—			—			—
Included in other comprehensive income	(19,635		)	16,342		2,597			3,410			(94		)	(135		)	(19,635		)	16,342		2,597			3,410			(94		)	(135		)
Other revenues	—			—		—			—			—			—
Purchases⁽¹⁾	54,492			—		27,548			5,013			—			147			54,492			—		27,548			5,013			—			147
Sales⁽¹⁾	(26,320		)	—		—			—			—			—			(26,320		)	—		—			—			—			—
Settlements⁽¹⁾	(44,110		)	—		(6,935		)	(18,602		)	(1		)	(312		)	(44,110		)	—		(6,935		)	(18,602		)	(1		)	(312		)
Transfers into Level 3	—			—		1,544			28,285			—			—			—			—		1,544			28,285			—			—
Transfers out of Level 3	(23,255		)	—		—			(93,444		)	(637		)	—			(23,255		)	—		—			(93,444		)	(637		)	—
Fair value, end of period	$	1,255,904		$	573,619	$	190,693		$	223,651		$	37,507		$	25,833		$	1,255,904		$	573,619	$	190,693		$	223,651		$	37,507		$	25,833
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(489	)	$	3,085	$	(40	)	$	173		$	304		$	(122	)	$	(489	)	$	3,085	$	(40	)	$	173		$	304		$	(122	)
Investment related gains (losses), net	—			—		—			—			—			—
Interest credited	—			—		—			—			—			—

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For the three months ended September 30, 2016 (continued):	Fixed maturity securities available-for-sale																	Fixed maturity securities available-for-sale
	State and political subdivisions			Other foreign government, supranational and foreign government-sponsored enterprises			Funds withheld at interest- embedded derivatives			Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps			State and political subdivisions			Other foreign government, supranational and foreign government-sponsored enterprises			Funds withheld at interest- embedded derivatives			Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	35,246		$	13,706		$	(91,981	)	$	17,781	$	(1,125,380	)	$	(1,997	)	$	35,246		$	13,706		$	(91,981	)	$	17,781	$	(1,125,380	)	$	(1,997	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	10			—			—					—			—			10			—			—			—		—			—
Investment related gains (losses), net	—			—			49,078					7,988			—			—			—			49,078			—		7,988			—
Interest credited	—			—			—			—		(20,104		)	—			—			—			—			—		(20,104		)	—
Included in other comprehensive income	553			48			—			327		—			—			553			48			—			327		—			—
Other revenues	—			—			—			8,921		—			(400		)	—			—			—			8,921		—			(400		)
Purchases⁽¹⁾	1,986			—			—					(11,853		)	—			1,986			—			—			—		(11,853		)	—
Sales⁽¹⁾	—			—			—					—			—			—			—			—			—		—			—
Settlements⁽¹⁾	(32		)	(328		)	—					19,225			329			(32		)	(328		)	—			—		19,225			329
Transfers into Level 3	—			—			—					—			—			—			—			—			—		—			—
Transfers out of Level 3	—			—			—					—			—			—			—			—			—		—			—
Fair value, end of period	$	37,763		$	13,426		$	(42,903	)	$	27,029	$	(1,130,124	)	$	(2,068	)	$	37,763		$	13,426		$	(42,903	)	$	27,029	$	(1,130,124	)	$	(2,068	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	10		$	—		$	—		$	—	$	—		$	—		$	10		$	—		$	—		$	—	$	—		$	—
Investment related gains (losses), net	—			—			49,078			—		3,969			—			—			—			49,078			—		3,969			—
Other revenues	—			—			—			8,921		—			(400		)	—			—			—			8,921		—			(400		)
Interest credited	—			—			—			—		(39,329		)	—			—			—			—			—		(39,329		)	—


For the nine months ended September 30, 2016:	Fixed maturity securities - available-for-sale																	Fixed maturity securities - available-for-sale
	Corporate securities			Canadian and Canadian provincial governments		Residential mortgage- backed securities			Asset-backed securities			Commercial mortgage- backed securities			U.S. government and agencies			Corporate securities			Canadian and Canadian provincial governments		Residential mortgage- backed securities			Asset-backed securities			Commercial mortgage- backed securities			U.S. government and agencies
Fair value, beginning of period	$	1,226,970		$	416,076	$	330,649		$	303,836		$	68,563		$	26,265		$	1,226,970		$	416,076	$	330,649		$	303,836		$	68,563		$	26,265
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	(1,986		)	9,136		(411		)	599			1,437			(367		)	(1,986		)	9,136		(411		)	599			1,437			(367		)
Investment related gains (losses), net	(3,939		)	—		(1,922		)	1,101			(3,289		)	—			(3,939		)	—		(1,922		)	1,101			(3,289		)	—
Interest credited	—			—		—			—			—			—			—			—		—			—			—			—
Included in other comprehensive income	36,438			148,407		2,104			(4,324		)	(2,453		)	922			36,438			148,407		2,104			(4,324		)	(2,453		)	922
Other revenues	—			—		—			—			—			—			—			—		—			—			—			—
Purchases⁽¹⁾	195,070			—		99,776			102,063			1,545			404			195,070			—		99,776			102,063			1,545			404
Sales⁽¹⁾	(36,803		)	—		(167,684		)	(38,681		)	(25,976		)	—			(36,803		)	—		(167,684		)	(38,681		)	(25,976		)	—
Settlements⁽¹⁾	(141,065		)	—		(31,839		)	(26,523		)	(138		)	(1,391		)	(141,065		)	—		(31,839		)	(26,523		)	(138		)	(1,391		)
Transfers into Level 3	10,206			—		1,544			53,081			—			—			10,206			—		1,544			53,081			—			—
Transfers out of Level 3	(28,987		)	—		(41,524		)	(167,501		)	(2,182		)	—			(28,987		)	—		(41,524		)	(167,501		)	(2,182		)	—
Fair value, end of period	$	1,255,904		$	573,619	$	190,693		$	223,651		$	37,507		$	25,833		$	1,255,904		$	573,619	$	190,693		$	223,651		$	37,507		$	25,833
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	(1,917	)	$	9,136	$	2		$	523		$	1,335		$	(367	)	$	(1,917	)	$	9,136	$	2		$	523		$	1,335		$	(367	)
Investment related gains (losses), net	—			—		—			—			—			—
Interest credited	—			—		—			—			—			—

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For the nine months ended September 30, 2016 (continued):	Fixed maturity securities available-for-sale
	State and political subdivisions			Other foreign government, supranational and foreign government-sponsored enterprises			Funds withheld at interest- embedded derivatives			Other assets - longevity swaps		Interest sensitive contract liabilities embedded derivatives			Other liabilities - mortality swaps
Fair value, beginning of period	$	38,342		$	14,065		$	(76,698	)	$	14,996	$	(1,070,584	)	$	(2,619	)
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses	205			—			—			—		—			—
Investment related gains (losses), net	—			—			33,795			—		(83,089		)	—
Interest credited	—			—			—			—		(20,730		)	—
Included in other comprehensive income	1,725			336			—			631		—			—
Other revenues	—			—			—			11,402		—			222
Purchases⁽¹⁾	1,986			—			—			—		(9,817		)	—
Sales⁽¹⁾	—			—			—			—		—			—
Settlements⁽¹⁾	(290		)	(975		)	—			—		54,096			329
Transfers into Level 3	—			—			—			—		—			—
Transfers out of Level 3	(4,205		)	—			—			—		—			—
Fair value, end of period	$	37,763		$	13,426		$	(42,903	)	$	27,029	$	(1,130,124	)	$	(2,068	)
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses	$	205		$	—		$	—		$	—	$	—		$	—
Investment related gains (losses), net	—			—			33,795			—		(92,842		)	—
Other revenues	—			—			—			11,402		—			222
Interest credited	—			—			—			—		(74,826		)	—


(1)	The amount reported within purchases, sales and settlements is the purchase price (for purchases) and the sales/settlement proceeds (for sales and settlements) based upon the actual date purchased or sold/settled. Items purchased and sold/settled in the same period are excluded from the rollforward. The Company had no issuances during the period.

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~~The tables below provide a summary of the changes in fair value of Level 3 assets and liabilities for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2015, as well as the portion of gains or losses included in income for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2015~~ ~~attributable to unrealized gains or losses related to those assets and liabilities still held at~~ ~~September 30, 2015~~ ~~(dollars in thousands):~~

For the three months ended September 30, 2015: Fixed maturity securities - available-for-sale

Corporate
securities

Residential
mortgage-
backed
securities

Asset-backed
securities

Commercial
mortgage-
backed
securities

U.S. government
and agencies
State
and political
subdivisions
Fair value, beginning of period $ 1,237,317
$ 298,376
$ 580,510
$ 77,819
$ 27,359
$ 40,186
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses (891 ) (378 ) 1,609
896
(92 ) 7
Investment related gains (losses), net (35 ) (143 ) 265
(466 ) (37 ) (5 )
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
—
—
Policy acquisition costs and other insurance expenses —
—
—
—
—
—
Included in other comprehensive income (1,125 ) 829
(3,924 ) (1,265 ) 200
(1,164 )
Purchases⁽¹⁾
66,137
86,748
57,120
—
157
—
Sales⁽¹⁾
—
(271 ) (174 ) (3,197 ) —
—
Settlements⁽¹⁾
(47,248 ) (12,263 ) (26,776 ) (1,144 ) (267 ) (30 )
Transfers into Level 3 3,050
453
—
—
—
—
Transfers out of Level 3 (9,515 ) (3,684 ) (4,427 ) —
—
—
Fair value, end of period $ 1,247,690
$ 369,667
$ 604,203
$ 72,643
$ 27,320
$ 38,994
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses $ (841 ) $ (378 ) $ 373
$ 841
$ (92 ) $ 7
Investment related gains (losses), net —
—
—
—
—
—
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
—
—

~~Table of Contents~~

For the three months ended September 30, 2015 (continued):
Fixed maturity securities
available-for-sale

Other foreign government, supranational and foreign government-sponsored enterprises
Funds withheld
at interest-
embedded
derivatives
Other invested assets - non-redeemable preferred stock Other assets longevity swaps Interest sensitive contract liabilities embedded derivatives Other liabilities mortality swaps
Fair value, beginning of period $ 14,657
$ (3,329 ) $ 12,388
$ 10,853
$ (1,069,154 ) $ (1,754 )
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses —
—
—
—
—
—
Investment related gains (losses), net —
(46,169 ) —
—
(95,373 ) —
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
50,245
—
Policy acquisition costs and other insurance expenses —
—
—
—
—
—
Included in other comprehensive income 273
—
(396 ) 41
—
—
Other revenues —
—
—
2,404
—
(442 )
Purchases⁽¹⁾
—
—
—
—
(9,333 ) —
Sales⁽¹⁾
—
—
—
—
—
—
Settlements⁽¹⁾
(316 ) —
—
—
17,205
—
Transfers into Level 3 —
—
—
—
—
—
Transfers out of Level 3 —
—
—
—
—
—
Fair value, end of period $ 14,614
$ (49,498 ) $ 11,992
$ 13,298
$ (1,106,410 ) $ (2,196 )
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses $ —
$ —
$ —
$ —
$ —
$ —
Investment related gains (losses), net —
(46,169 ) —
—
(97,696 ) —
Other revenues —
—
—
2,404
—
(442 )
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
33,040
—

~~Table of Contents~~

For the nine months ended September 30, 2015: Fixed maturity securities - available-for-sale

Corporate
securities

Residential
mortgage-
backed
securities

Asset-backed
securities

Commercial
mortgage-
backed
securities

U.S. government
and agencies
State
and political
subdivisions
Fair value, beginning of period $ 1,310,427
$ 188,094
$ 572,960
$ 86,746
$ 28,529
$ 42,711
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses (2,745 ) (674 ) 4,539
2,167
1
22
Investment related gains (losses), net (606 ) (208 ) 621
(1,149 ) (154 ) (14 )
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
—
—
Policy acquisition costs and other insurance expenses —
—
—
—
—
—
Included in other comprehensive income (11,958 ) 61
(593 ) (1,961 ) (183 ) (2,619 )
Purchases⁽¹⁾
180,019
217,055
142,292
42
432
—
Sales⁽¹⁾
(3,949 ) (985 ) (9,145 ) (6,153 ) —
—
Settlements⁽¹⁾
(210,544 ) (26,599 ) (94,649 ) (7,157 ) (1,305 ) (271 )
Transfers into Level 3 3,463
2,853
9,055
12,828
—
—
Transfers out of Level 3 (16,417 ) (9,930 ) (20,877 ) (12,720 ) —
(835 )
Fair value, end of period $ 1,247,690
$ 369,667
$ 604,203
$ 72,643
$ 27,320
$ 38,994
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses $ (2,641 ) $ (675 ) $ 2,478
$ 2,070
$ 1
$ 22
Investment related gains (losses), net —
—
—
—
—
—
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
—
—

~~Table of Contents~~

For the nine months ended September 30, 2015 (continued):
Fixed maturity securities
available-for-sale

Other foreign government, supranational and foreign government-sponsored enterprises
Funds withheld
at interest-
embedded
derivatives
Other invested assets - non-redeemable preferred stock Other assets longevity swaps Interest sensitive contract liabilities embedded derivatives Other liabilities mortality swaps
Fair value, beginning of period $ 19,663
$ 22,094
$ 7,904
$ 7,727
$ (1,085,166 ) $ (797 )
Total gains/losses (realized/unrealized)
Included in earnings, net:
Investment income, net of related expenses —
—
—
—
—
—
Investment related gains (losses), net —
(71,592 ) —
—
(69,628 ) —
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
—
—
Policy acquisition costs and other insurance expenses —
—
—
—
28,999
—
Included in other comprehensive income 223
—
(412 ) (565 ) —
—
Other revenues —
—
—
6,136
—
(1,399 )
Purchases⁽¹⁾
—
—
4,529
—
(34,901 ) —
Sales⁽¹⁾
—
—
—
—
—
—
Settlements⁽¹⁾
(939 ) —
—
—
54,286
—
Transfers into Level 3 —
—
—
—
—
—
Transfers out of Level 3 (4,333 ) —
(29 ) —
—
—
Fair value, end of period $ 14,614
$ (49,498 ) $ 11,992
$ 13,298
$ (1,106,410 ) $ (2,196 )
Unrealized gains and losses recorded in earnings for the period relating to those Level 3 assets and liabilities that were still held at the end of the period
Included in earnings, net:
Investment income, net of related expenses $ —
$ —
$ —
$ —
$ —
$ —
Investment related gains (losses), net —
(71,592 ) —
—
(77,338 ) —
Other revenues —
—
—
6,136
—
(1,399 )
Claims & other policy benefits —
—
—
—
—
—
Interest credited —
—
—
—
(25,288 ) —


~~(1)~~	The amount reported within purchases, sales and settlements is the purchase price (for purchases) and the sales/settlement proceeds (for sales and settlements) based upon the actual date purchased or sold/settled. Items purchased and sold/settled in the same period are excluded from the rollforward. The Company had no issuances during the period.

Nonrecurring Fair Value Measurements

The following table presents information for assets measured at estimated fair value on a nonrecurring basis during the periods ~~presented; they are subject to fair value adjustments only in certain circumstances~~presented and still held at the reporting date (for example, when there is evidence of impairment). The estimated fair values for these assets were determined using significant unobservable inputs (Level 3).


	Carrying Value After Measurement				Net Investment Gains (Losses)											Carrying Value After Measurement				Net Investment Gains (Losses)
	At September 30,				Three months ended September 30,					Nine months ended September 30,						At September 30,				Three months ended September 30,					Nine months ended September 30,
(dollars in thousands)	2016		2015		2016		2015			2016			2015			2017		2016		2017			2016		2017			2016
Mortgage loans⁽¹⁾	$	6,913	$	11,750	$	747	$	67		$	45		$	106		$	—	$	6,913	$	—		$	747	$	—		$	45
Limited partnership interests⁽²⁾	4,460		12,550		—		(924		)	(2,039		)	(5,433		)	4,656		4,460		(896		)	—		(7,204		)	(2,039		)
Private equities⁽³⁾																106		—		(531		)	—		(531		)	—

(1)

~~Mortgage loans — The impaired mortgage loans presented above were written down to their estimated~~Estimated fair values ~~at the date the impairments were recognized and are reported as losses above. Subsequent improvements in estimated fair value on previously~~for impaired ~~loans recorded through a reduction in the previously established valuation allowance are reported as gains above. Nonrecurring fair value adjustments on~~ mortgage loans are based on internal valuation models using unobservable inputs or, if the ~~fair value~~loans are in foreclosure or are otherwise determined to be collateral dependent, are based on external appraisals of the underlying ~~collateral or discounted cash flows.~~collateral.

(2)

~~Limited partnership interests —~~ The impaired limited partnership interests presented above were accounted for using the cost method. Impairments on these cost method investments were recognized at estimated fair value determined using the net asset values of the Company’s ownership interest as provided in the financial statements of the investees. The market for these investments has limited activity and price transparency.


(3)	The fair value of the Company’s private equity investments is based on external valuation models.

~~Table of Contents~~

Fair Value of Financial Instruments

The Company is required by general accounting principles for Fair Value Measurements and Disclosures to disclose the fair value of certain financial instruments including those that are not carried at fair value. The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments, which were not measured at fair value on a recurring basis, atas of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands). This table excludes any payables or receivables for collateral under repurchase agreements and other transactions. The estimated fair value of the excluded amount approximates carrying value as they equal the amount of cash collateral received/paid.


September 30, 2016:	Carrying Value		Estimated Fair Value		Fair Value Measurement Using:
					Level 1		Level 2		Level 3		NAV
Assets:
Mortgage loans on real estate	$	3,607,700	$	3,787,558	$	—	$	—	$	3,787,558	$	—
Policy loans	1,414,963		1,414,963		—		1,414,963		—		—
Funds withheld at interest⁽¹⁾	5,958,025		6,417,638		—		—		6,417,638		—
Cash and cash equivalents⁽²⁾	956,236		956,236		956,236		—		—		—
Short-term investments⁽²⁾	34,551		34,551		34,551		—		—		—
Other invested assets⁽²⁾	441,792		470,669		13,932		51,765		119,301		285,671
Accrued investment income	391,837		391,837		—		391,837		—		—
Liabilities:
Interest-sensitive contract liabilities⁽¹⁾	$	10,258,427	$	10,711,363	$	—	$	—	$	10,711,363	$	—
Short-term debt	299,876		305,181		—		—		305,181		—
Long-term debt	2,788,834		2,986,195		—		—		2,986,195		—
Collateral finance and securitization notes	847,389		752,494		—		—		752,494		—

December 31, 2015:	Carrying Value		Estimated Fair Value		Fair Value Measurement Using:
					Level 1		Level 2		Level 3		NAV
September 30, 2017:													Carrying Value		Estimated Fair Value		Fair Value Measurement Using:
																	Level 1		Level 2		Level 3		NAV
Assets:
Mortgage loans on real estate	$	3,129,951	$	3,197,808	$	—	$	—	$	3,197,808	$	—	$	4,322,329	$	4,494,964	$	—	$	—	$	4,494,964	$	—
Policy loans	1,468,796		1,468,796		—		1,468,796		—		—		1,340,146		1,340,146		—		1,340,146		—		—
Funds withheld at interest⁽¹⁾	5,956,380		6,311,780		—		—		6,311,780		—		5,931,416		6,309,369		—		—		6,309,369		—
Cash and cash equivalents⁽²⁾	1,118,754		1,118,754		1,118,754		—		—		—		872,404		872,404		872,404		—		—		—
Short-term investments⁽²⁾	27,511		27,511		27,511		—		—		—		24,128		24,128		24,128		—		—		—
Other invested assets⁽²⁾	399,799		444,342		4,445		34,886		111,412		293,599		601,905		627,650		28,267		68,342		230,355		300,686
Accrued investment income	339,452		339,452		—		339,452		—		—		420,111		420,111		—		420,111		—		—
Liabilities:
Interest-sensitive contract liabilities⁽¹⁾	$	9,746,870	$	9,841,576	$	—	$	—	$	9,841,576	$	—	$	12,616,104	$	12,960,161	$	—	$	—	$	12,960,161	$	—
Long-term debt	2,297,548		2,415,119		—		—		2,415,119		—		2,778,480		2,997,791		—		—		2,997,791		—
Collateral finance and securitization notes	899,161		791,275		—		—		791,275		—		796,825		708,342		—		—		708,342		—

December 31, 2016:													Carrying Value		Estimated Fair Value		Fair Value Measurement Using:
																	Level 1		Level 2		Level 3		NAV
Assets:
Mortgage loans on real estate													$	3,775,522	$	3,786,987	$	—	$	—	$	3,786,987	$	—
Policy loans													1,427,602		1,427,602		—		1,427,602		—		—
Funds withheld at interest⁽¹⁾													5,893,381		6,193,166		—		—		6,193,166		—
Cash and cash equivalents⁽²⁾													862,117		862,117		862,117		—		—		—
Short-term investments⁽²⁾													32,469		32,469		32,469		—		—		—
Other invested assets⁽²⁾													477,132		510,640		26,294		55,669		131,904		296,773
Accrued investment income													347,173		347,173		—		347,173		—		—
Liabilities:
Interest-sensitive contract liabilities⁽¹⁾													$	10,225,099	$	10,234,544	$	—	$	—	$	10,234,544	$	—
Long-term debt													3,088,635		3,186,173		—		—		3,186,173		—
Collateral finance and securitization notes													840,700		745,805		—		—		745,805		—


(1)	Carrying values presented herein differ from those presented in the condensed consolidated balance sheets because certain items within the respective financial statement caption are embedded derivatives and are measured at fair value on a recurring basis.


(2)	Carrying values presented herein differ from those presented in the condensed consolidated balance sheets because certain items within the respective financial statement caption are measured at fair value on a recurring basis.

Table of Contents

Mortgage Loans on Real Estate – The fair value of mortgage loans on real estate is estimated by discounting cash flows, both principal and interest, using current interest rates for mortgage loans with similar credit ratings and similar remaining maturities. As such, inputs include current treasury yields and spreads, which are based on the credit rating and average life of the loan, corresponding to the market spreads. The valuation of mortgage loans on real estate is considered Level 3 in the fair value hierarchy.

Policy Loans – Policy loans typically carry an interest rate that is adjusted annually based on an observable market index and therefore carrying value approximates fair value. The valuation of policy loans is considered Level 2 in the fair value hierarchy.

~~Table of Contents~~

Funds Withheld at Interest – The carrying value of funds withheld at interest approximates fair value except where the funds withheld are specifically identified in the agreement. When funds withheld are specifically identified in the agreement, the fair value is based on the fair value of the underlying assets which are held by the ceding company. Ceding companies use a variety of sources and pricing methodologies, which are not transparent to the Company and may include significant unobservable inputs, to value the securities that are held in distinct portfolios, therefore the valuation of these funds withheld assets are considered Level 3 in the fair value hierarchy.

Cash and Cash Equivalents and Short-term Investments – The carrying values of cash and cash equivalents and short-term investments approximates fair values due to the short-term maturities of these instruments and are considered Level 1 in the fair value hierarchy.

Other Invested Assets – This primarily includes limited partnership interests accounted for using the cost method, structured loans, FHLB common stock, cash collateral and equity release mortgages. The fair value of limited partnership interests and other investments accounted for using the cost method is determined using the net asset value ~~("NAV"~~(“NAV”) of the Company’s ownership interest as provided in the financial statements of the investees. The fair value of structured loans is estimated based on a discounted cash flow analysis using discount rates applicable to each structured loan, this is considered Level 3 in the fair value hierarchy. The fair value of the Company’s common stock investment in the FHLB is considered to be the carrying value and it is considered Level 2 in the fair value hierarchy. The fair value of the ~~Company's~~Company’s cash collateral is considered to be the carrying value and considered to be Level 1 in the fair value hierarchy. The fair value of the Company’s equity release mortgage loan portfolio, considered Level 3 in the fair value hierarchy, is estimated by discounting cash flows, both principal and interest, using a risk free rate plus an illiquidity premium. The cash flow analysis considers future expenses, changes in property prices, and actuarial analysis of borrower behavior, mortality and morbidity.

Accrued Investment Income – The carrying value for accrued investment income approximates fair value as there are no adjustments made to the carrying value. This is considered Level 2 in the fair value hierarchy.

Interest-Sensitive Contract Liabilities – The carrying and fair values of interest-sensitive contract liabilities reflected in the table above exclude contracts with significant mortality risk. The fair value of the Company’s interest-sensitive contract liabilities utilizes a market standard technique with both capital market inputs and policyholder behavior assumptions, as well as cash values adjusted for recapture fees. The capital market inputs to the model, such as interest rates, are generally observable. Policyholder behavior assumptions are generally not observable and may require use of significant management judgment. The valuation of interest-sensitive contract liabilities is considered Level 3 in the fair value hierarchy.

~~Short- and~~ Long-term Debt/Collateral Finance and Securitization Notes – The fair value of the Company’s ~~short- and~~ long-term, debt and collateral finance and securitization notes is generally estimated by discounting future cash flows using market rates currently available for debt with similar remaining maturities and reflecting the credit risk of the Company, including inputs when available, from actively traded debt of the Company or other companies with similar credit quality. The valuation of ~~short- and~~ long-term debt, and collateral finance and securitization notes are generally obtained from brokers and is considered Level 3 in the fair value hierarchy. ~~The Company's short-term debt represents the portion of long-term debt maturing within one year.~~

Table of Contents


7.	Segment Information

The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in Note 2 of the consolidated financial statements accompanying the ~~2015~~2016 Annual Report. The Company measures segment performance primarily based on profit or loss from operations before income taxes. There are no intersegment reinsurance transactions and the Company does not have any material long-lived assets. ~~Investment income is allocated to the segments based upon average assets and related capital levels deemed appropriate to support the segment business volumes.~~

The Company allocates capital to its segments based on an internally developed economic capital model, the purpose of which is to measure the risk in the business and to provide a basis upon which capital is deployed. The economic capital model considers the unique and specific nature of the risks inherent in the Company’s businesses. As a result of the economic capital allocation process, a portion of investment income is attributed to the segments based on the level of allocated capital. In addition, the segments are charged for excess capital utilized above the allocated economic capital basis. This charge is included in policy acquisition costs and other insurance expenses.

The ~~Company’s reportable segments~~Company has geographic-based and business-based operational segments. Geographic-based operations are ~~strategic business units that are primarily segregated by geographic region.~~further segmented into traditional and financial solutions businesses. Information related to revenues, income (loss) before income taxes and total assets of the Company for each reportable segment are summarized below (dollars in thousands).


	Three months ended September 30,					Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
Revenues:	2016		2015			2016		2015		2017		2016		2017		2016
U.S. and Latin America:
Traditional	$	1,444,917	$	1,312,638		$	4,339,737	$	3,910,176	$	1,521,383	$	1,444,917	$	4,532,584	$	4,339,737
Non-Traditional	276,135		87,099			620,117		471,547
Financial Solutions										264,170		276,135		834,992		620,117
Total	1,721,052		1,399,737			4,959,854		4,381,723		1,785,553		1,721,052		5,367,576		4,959,854
Canada:
Traditional	280,959		241,438			827,871		776,532		281,095		280,959		814,643		827,871
Non-Traditional	12,359		11,040			34,897		34,372
Financial Solutions										12,430		12,359		36,240		34,897
Total	293,318		252,478			862,768		810,904		293,525		293,318		850,883		862,768
Europe, Middle East and Africa:
Traditional	289,070		284,350			880,346		863,774		360,972		289,070		1,024,978		880,346
Non-Traditional	99,752		69,238			248,485		199,922
Financial Solutions										77,041		99,752		230,435		248,485
Total	388,822		353,588			1,128,831		1,063,696		438,013		388,822		1,255,413		1,128,831
Asia Pacific:
Traditional	427,647		421,970			1,299,417		1,227,159		561,660		427,647		1,628,419		1,299,417
Non-Traditional	19,037		11,420			56,153		38,066
Financial Solutions										16,932		19,037		55,368		56,153
Total	446,684		433,390			1,355,570		1,265,225		578,592		446,684		1,683,787		1,355,570
Corporate and Other	50,701		(559		)	145,190		68,039		49,627		50,701		125,667		145,190
Total	$	2,900,577	$	2,438,634		$	8,452,213	$	7,589,587	$	3,145,310	$	2,900,577	$	9,283,326	$	8,452,213


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
Income (loss) before income taxes:	2016			2015			2016			2015			2017			2016			2017			2016
U.S. and Latin America:
Traditional	$	77,081		$	55,652		$	239,609		$	156,288		$	160,512		$	77,081		$	281,066		$	239,609
Non-Traditional	102,714			36,255			196,672			161,153
Financial Solutions													89,118			102,714			299,689			196,672
Total	179,795			91,907			436,281			317,441			249,630			179,795			580,755			436,281
Canada:
Traditional	34,275			34,072			97,679			79,535			28,789			34,275			80,953			97,679
Non-Traditional	1,160			3,257			3,880			10,482
Financial Solutions													4,472			1,160			12,489			3,880
Total	35,435			37,329			101,559			90,017			33,261			35,435			93,442			101,559
Europe, Middle East and Africa:
Traditional	8,515			15,910			14,233			35,551			15,421			8,515			40,751			14,233
Non-Traditional	43,786			29,234			96,679			80,300
Financial Solutions													30,953			43,786			91,776			96,679
Total	52,301			45,144			110,912			115,851			46,374			52,301			132,527			110,912
Asia Pacific:
Traditional	19,822			11,276			95,464			68,239			26,564			19,822			121,574			95,464
Non-Traditional	7,549			5,412			16,029			14,152
Financial Solutions													(229		)	7,549			11,020			16,029
Total	27,371			16,688			111,493			82,391			26,335			27,371			132,594			111,493
Corporate and Other	(7,302		)	(50,931		)	(11,842		)	(67,648		)	(15,438		)	(7,302		)	(51,997		)	(11,842		)
Total	$	287,600		$	140,137		$	748,403		$	538,052		$	340,162		$	287,600		$	887,321		$	748,403

Table of Contents


Assets:	September 30, 2016		December 31, 2015		September 30, 2017		December 31, 2016
U.S. and Latin America:
Traditional	$	17,883,476	$	16,554,509	$	18,707,824	$	18,140,825
Non-Traditional	14,094,435		13,405,878
Financial Solutions					16,101,746		13,712,106
Total	31,977,911		29,960,387		34,809,570		31,852,931
Canada:
Traditional	3,820,039		3,604,344		4,177,125		3,846,682
Non-Traditional	84,287		27,543
Financial Solutions					88,609		85,405
Total	3,904,326		3,631,887		4,265,734		3,932,087
Europe, Middle East and Africa:
Traditional	2,703,577		2,757,593		2,978,701		2,559,124
Non-Traditional	4,127,806		4,162,703
Financial Solutions					4,094,518		3,876,131
Total	6,831,383		6,920,296		7,073,219		6,435,255
Asia Pacific:
Traditional	4,010,298		3,227,530		4,750,652		3,968,081
Non-Traditional	748,822		742,528
Financial Solutions					1,187,514		676,281
Total	4,759,120		3,970,058		5,938,166		4,644,362
Corporate and Other	7,359,758		5,900,524		6,607,342		6,233,244
Total	$	54,832,498	$	50,383,152	$	58,694,031	$	53,097,879


8.	~~Commitments, Contingencies and Guarantees~~

8. Commitments, Contingencies and Guarantees

Commitments

Funding of Investments

The ~~Company's~~Company’s commitments to fund investments as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are presented in the following table (dollars in thousands):

September 30, 2016 December 31, 2015
Limited partnerships and real estate joint ventures $ 318,932
$ 263,163
Commercial mortgage loans 143,870
86,325
Bank loans 50,986
48,686
Equity release mortgages 51,671
8,504
Private placements 8,969
—



	September 30, 2017		December 31, 2016
Limited partnership interests and real estate joint ventures	$	349,157	$	332,169
Commercial mortgage loans	75,492		126,248
Bank loans and private placements	51,479		58,318
Equity release mortgages	156,777		130,324

The Company anticipates that the majority of its current commitments will be invested over the next five years; however, these commitments could become due any time at the request of the counterparties. Investments in limited ~~partnerships~~partnership interests and real estate joint ventures ~~and private placements~~ are carried at cost or reported using the equity method and included in other invested assets in the condensed consolidated balance sheets. Bank loans and private placements are carried at fair value and included in fixed maturity securities available-for-sale. Equity release mortgages are carried at unpaid principal balances, net of any amortized premium or discount and valuation allowance and included in other invested assets.

Contingencies

Litigation

The Company is subject to litigation in the normal course of its business. The Company currently has no material litigation. A legal reserve is established when the Company is notified of an arbitration demand or litigation or is notified that an arbitration demand or litigation is imminent, it is probable that the Company will incur a loss as a result and the amount of the probable loss is reasonably capable of being estimated.

Other Contingencies

The Company indemnifies its directors and officers as provided in its charters and by-laws. Since this indemnity generally is not subject to limitation with respect to duration or amount, the Company does not believe that it is possible to determine the maximum potential amount due under this indemnity in the future.

Guarantees

Statutory Reserve Support

RGA, through wholly-owned subsidiaries, has committed to provide statutory reserve support to third parties, in exchange for a fee, by funding loans if certain defined events occur. Such statutory reserves are required under the U.S. Valuation of Life Policies Model Regulation (commonly referred to as Regulation XXX for term life insurance policies and Regulation A-XXX for universal life secondary guarantees). The third parties have recourse to RGA should the subsidiary fail to provide the required funding,

Table of Contents

however, as of September 30, ~~2016,~~2017, the Company does not believe that it will be required to provide any funding under these commitments as the occurrence of the defined events is considered remote. The following table presents the maximum potential obligation for these commitments as of September 30, ~~2016~~2017 (dollars in millions):


Commitment Period:	September 30, 2016		Maximum Potential Obligation
2023	$	500.0	$	500.0
2033	950.0		450.0
2034	3,000.0		2,000.0
2035	1,314.2		1,314.2
2036	1,432.0		2,932.0
2037			5,750.0

Other Guarantees

RGA has issued guarantees to third parties on behalf of its subsidiaries for the payment of amounts due under certain securities borrowing and repurchase arrangements, financing arrangements and office lease obligations, whereby, if a subsidiary fails to meet an obligation, RGA or one of its other subsidiaries will make a payment to fulfill the obligation. Additionally, in limited circumstances, treaty guarantees are granted to ceding companies in order to provide them additional security, particularly in cases where RGA’s subsidiary is relatively new, unrated, or not of a significant size, relative to the ceding company. Liabilities supported by the treaty guarantees, before consideration for any legally offsetting amounts due from the guaranteed party are reflected on the Company’s condensed consolidated balance sheets in future policy benefits. Potential guaranteed amounts of future payments will vary depending on production levels and underwriting results. Guarantees related to ~~borrowed~~ securities borrowing and repurchase arrangements provide additional security to third parties should a subsidiary fail to ~~return the borrowed~~provide securities when due. RGA’s guarantees issued as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are reflected in the following table (dollars in thousands):


	September 30, 2016		December 31, 2015		September 30, 2017		December 31, 2016
Treaty guarantees	$	782,812	$	765,505	$	936,032	$	902,216
Treaty guarantees, net of assets in trust	654,215		634,909		810,870		780,786
Borrowed securities	267,360		259,540
Securities borrowing and repurchase arrangements					295,285		263,820
Financing arrangements	131,431		100,000		100,602		119,073
Lease obligations	2,792		5,217		1,895		2,428


9.	Income Tax

Provision for income tax expense differed from the amounts computed by applying the U.S. federal income tax statutory rate of ~~35%~~35.0% to pre-tax income as a result of the following for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 (dollars in thousands):


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Tax provision at U.S. statutory rate	$	100,660		$	49,048		$	261,941		$	188,318		$	119,057		$	100,660		$	310,562		$	261,941
Increase (decrease) in income taxes resulting from:
Foreign tax rate differing from U.S. tax rate	(2,335		)	(96		)	(14,617		)	(5,685		)	(3,635		)	(2,335		)	(14,049		)	(14,617		)
Differences in tax bases in foreign jurisdictions	(7,078		)	(16,221		)	(21,567		)	(29,822		)	2,126			(7,078		)	(14,633		)	(21,567		)
Deferred tax valuation allowance	4,411			10,239			13,698			21,997			(2,501		)	4,411			11,627			13,698
Amounts related to tax audit contingencies	(3,979		)	(2,580		)	(175		)	(675		)	299			(3,979		)	(873		)	(175		)
Corporate rate changes	—			—			—			58			(1,139		)	—			(2,332		)	—
Subpart F	1,779			12,188			3,212			30,074			64			1,779			1,390			3,212
Foreign tax credits	(1,934		)	(1,106		)	(2,655		)	(4,554		)	1,230			(1,934		)	(834		)	(2,655		)
Equity compensation excess benefit													(2,762		)	—			(7,226		)	—
Return to provision adjustments	(1,996		)	3,747			(2,227		)	(1,774		)	452			(1,996		)	133			(2,227		)
Other, net	(647		)	1,384			(501		)	1,076			(620		)	(647		)	(1,737		)	(501		)
Total provision for income taxes	$	88,881		$	56,603		$	237,109		$	199,013		$	112,571		$	88,881		$	282,028		$	237,109
Effective tax rate	30.9		%	40.4		%	31.7		%	37.0		%	33.1		%	30.9		%	31.8		%	31.7		%

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The effective tax rate for the third quarter of 2017 was lower than the U.S. Statutory rate of 35.0% primarily as a result of income generated in non-U.S. jurisdictions with lower tax rates than the U.S. The first nine months of 2017 also includes a reduction related to differences in tax bases in foreign jurisdictions and a tax benefit from the filing of amended returns, which was partially offset with a valuation allowance established related to amended return filings. The third quarter of 2016 effective tax rate was lower than the U.S. Statutory rate of 35.0% primarily as a result of effectively settling an uncertain tax ~~positions~~position during the quarter and adjustments related to the filing of the ~~U.S.~~US Federal Income tax return. The first nine months of 2016 effective tax rate was lower than the U.S. Statutory rate of 35.0% primarily as a result of tax benefits

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from income in non-U.S. jurisdictions with lower tax rates ~~than the U.S. The third quarter and first nine months effective tax rates were further reduced by differences in tax bases in foreign jurisdictions.~~

The third quarter and first nine months of 2015 effective tax rates were higher than the U.S. Statutory rate of 35.0% primarily as a result of a tax accrual related to the Active Financing Exception business extender provision that the U.S. Congress did not pass prior to the end of the quarter and a loss in Australia which has a lower tax rate than the U.S. The higher rate was partially offset by tax benefits associated with claims experience on certain treaties and income in other jurisdictions with rates lower than the U.S.

10. Employee Benefit Plans

The components of net periodic benefit costs, included in other operating expenses on the condensed consolidated statements of income, for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 were as follows (dollars in thousands):


	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
	Three months ended September 30,						Three months ended September 30,					Three months ended September 30,						Three months ended September 30,
	2016			2015			2016			2015		2017			2016			2017			2016
Service cost	$	2,479		$	2,307		$	131		$	1,868	$	2,699		$	2,479		$	465		$	131
Interest cost	1,168			1,262			408			947		1,314			1,168			459			408
Expected return on plan assets	(1,285		)	(1,224		)	—			—		(1,554		)	(1,285		)	—			—
Amortization of prior service cost	76			82			(467		)	—		85			76			(675		)	(467		)
Amortization of prior actuarial loss	1,040			636			137			1,319		1,081			1,040			580			137
Settlements												256			—			—			—
Net periodic benefit cost	$	3,478		$	3,063		$	209		$	4,134	$	3,881		$	3,478		$	829		$	209


	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
	Nine months ended September 30,						Nine months ended September 30,					Nine months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015		2017			2016			2017			2016
Service cost	$	7,437		$	6,923		$	2,162		$	3,046	$	8,098		$	7,437		$	1,907		$	2,162
Interest cost	3,503			3,788			1,694			1,929		3,943			3,503			1,589			1,694
Expected return on plan assets	(3,854		)	(3,673		)	—			—		(4,662		)	(3,854		)	—			—
Amortization of prior service cost	229			245			(467		)	—		254			229			(986		)	(467		)
Amortization of prior actuarial loss	3,121			1,908			1,370			1,849		3,244			3,121			1,494			1,370
Settlements												769			—			—			—
Net periodic benefit cost	$	10,436		$	9,191		$	4,759		$	6,824	$	11,646		$	10,436		$	4,004		$	4,759

The Company has made ~~$8.0~~$5.0 million in pension contributions during the first nine months of ~~2016~~2017 and expects to make total pension contributions between ~~$8.0~~$5.0 million and $10.0 million in ~~2016.~~2017.


11.	~~Equity Based Compensation~~

Equity compensation expense was $8.3 million and $5.7 million in the third quarter of 2016 and 2015, respectively. In the first quarter of 2016, the Company granted 0.3 million stock appreciation rights at $93.53 weighted average exercise price per share and 0.2 million performance contingent units to employees. Additionally, non-employee directors were granted a total of 8,908 shares of common stock. As of September 30, 2016, 1.6 million share options at a weighted average strike price per share of $56.55 were vested and exercisable, with a remaining weighted average exercise period of 4.7 years. As of September 30, 2016, the total compensation cost of non-vested awards not yet recognized in the condensed consolidated financial statements was $33.4 million. It is estimated that these costs will vest over a weighted average period of 1.9 years.


~~12.~~	Reinsurance

The Company generally reports retrocession activity on a gross basis. Amounts paid or deemed to have been paid for reinsurance are reflected in reinsurance ceded receivables. The cost of reinsurance related to long-duration contracts is recognized over the terms of the reinsured policies on a basis consistent with the reporting of those policies.

Retrocession reinsurance treaties do not relieve the Company from its obligations to direct writing companies. Failure of retrocessionaires to honor their obligations could result in losses to the Company. Consequently, allowances would be established for amounts deemed uncollectible. At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, no allowances were deemed necessary. The Company regularly evaluates the financial condition of the insurance companies from which it assumes and to which it cedes reinsurance.

Retrocessions are arranged through the Company’s retrocession pools for amounts in excess of the Company’s retention limit. As of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, all rated retrocession pool participants followed by the A.M. Best Company were rated “A- (excellent)” or better. The Company verifies retrocession pool participants’ ratings on a quarterly basis. For a majority of the retrocessionaires that were not rated, security in the form of letters of credit or trust assets has been posted. In addition, the

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Company performs annual financial reviews of its retrocessionaires to evaluate financial stability and performance. In addition to its third party retrocessionaires, various RGA reinsurance subsidiaries retrocede amounts in excess of their retention to affiliated subsidiaries.

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The following table presents information for the ~~Company's~~Company’s reinsurance ceded receivable assets, including the respective amount and A.M. Best rating for each reinsurer representing in excess of five percent of the total as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


		September 30, 2016				December 31, 2015					September 30, 2017				December 31, 2016
Reinsurer	A.M. Best Rating	Amount		% of Total		Amount		% of Total		A.M. Best Rating	Amount		% of Total		Amount		% of Total
Reinsurer A	A+	$	242,364	34.9	%	$	199,479	31.3	%	A+	$	291,115	37.4		$	240,894	35.2	%
Reinsurer B	A+	189,424		27.3		179,522		28.1		A+	203,584		26.1		183,881		26.9
Reinsurer C	A+	69,819		10.0		72,836		11.4		A+	65,528		8.4		68,832		10.1
Reinsurer D	A	37,634		5.4		37,138		5.8		A++	40,860		5.2		36,202		5.3
Reinsurer E	A++	34,387		4.9		41,807		6.6		A+	40,387		5.2		35,484		5.2
Other reinsurers		121,278		17.5		107,077		16.8			137,644		17.7		118,679		17.3
Total		$	694,906	100.0	%	$	637,859	100.0	%		$	779,118	100.0	%	$	683,972	100.0	%

Included in the total reinsurance ceded receivables balance were ~~$267.4~~$268.1 million and ~~$233.7~~$242.0 million of claims recoverable, of which ~~$3.5~~$0.9 million and ~~$2.0~~$4.0 million were in excess of 90 days past due, as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

~~13.Financing Activities~~

In June 2016, RGA issued 3.95% Senior Notes due September 15, 2026 with a face amount of $400.0 million and 5.75% Fixed-To-Floating Rate Subordinated Debentures due June 15, 2056 with a face amount of $400.0 million. These securities have been registered with the Securities and Exchange Commission. The net proceeds from these offerings were approximately $791.0 million and will be used in part to repay upon maturity the Company’s $300.0 million 5.625% Senior Notes that mature in March 2017. The remainder will be used for general corporate purposes. Capitalized issue costs were approximately $9.0 million.


~~14.~~12.	New Accounting Standards

Changes to the general accounting principles are established by the Financial Accounting Standards Board ~~("FASB"~~(“FASB”) in the form of accounting standards updates to the FASB Accounting Standards Codification™. Accounting standards updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s condensed consolidated financial statements.

Adoption of New Accounting Standards

~~Transfers and Servicing~~Stock Compensation

In ~~June 2014,~~March 2016, the FASB ~~amended~~updated the general accounting ~~principles~~principal for ~~Transfers~~Stock Compensation which changed how companies account for certain aspects of share-based payment awards to employees. The updated guidance requires excess tax benefits and ~~Servicing~~ ~~as it relates to~~deficiencies from share-based payment awards be recorded in income tax expense in the income statement. Previously, excess tax benefits and deficiencies were recognized in shareholders’ equity or deferred taxes on the balance sheet depending on the tax situation of the Company. In addition, the updated guidance also changes the accounting for ~~repurchase-to-maturity transactions, repurchase financings,~~forfeitures and ~~disclosures. This amendment~~statutory tax withholding requirements, as well as the classification in the statement of cash flows. The new standard generally requires ~~entities to account for repurchase-to-maturity transactions~~a modified retrospective transition through a cumulative-effect adjustment as secured borrowings, eliminates guidance on linked repurchase financing transactions, and expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers accounted for as secured borrowings. These amendments are effective for annual years, and interim periods within those years, beginning after December 15, 2014. Certain interim period disclosures for repurchase agreements and securities lending transactions were not required until the second quarter of 2015. The adoption of this amendment did not have an impact on the Company's condensed consolidated financial statements other than the addition of the ~~required disclosures.~~beginning of the period of adoption, with certain provisions requiring either a prospective or retrospective transition. The Company adopted ~~these amendments~~the new guidance on January 1, 2017. Upon adoption, the Company recognized excess tax benefits of approximately $17.7 million in deferred tax assets that were previously not recognized in a cumulative-effect adjustment increasing retained earnings by $17.7 million. The Company also recorded excess tax benefits of approximately $2.8 million and ~~the required disclosures are provided in Note 4 "Investments."~~

~~Business Combinations~~

~~In September 2015, the FASB amended the general accounting principles for~~ ~~Business Combinations~~ ~~as it relates to measurement period adjustments. This amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period~~$7.2 million in the ~~reporting period in which~~provision for income taxes for the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The Company adopted this amendment during the three and nine months ended September 30, ~~2015. Accordingly,~~2017, respectively. The number of weighted average diluted shares outstanding were also adjusted to exclude excess tax benefits from the Company applied the amendments in this update to the measurement period adjustments made during the three months ended September 30, 2015 with no material effect on previous-period or current-period earnings.

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~~Debt Issuance Costs~~

~~In April 2015, the FASB issued accounting guidance,~~ ~~“Simplifying the Presentation of Debt Issuance Costs”~~ ~~which requires capitalized debt issuance costs related to a recognized debt liability be presented~~assumed proceeds in the ~~statement~~diluted shares calculation resulting in an immaterial increase in the number of financial position as a direct deduction from the carrying amount of that debt. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted for financial statements not yet issued.dilutive shares outstanding. The Company also elected to ~~adopt this standard as~~continue estimating forfeitures for purposes of ~~December 31, 2015, with retrospective application to all balance sheets presented.~~

~~Fair Value Measurement~~

~~In May 2015,~~recognizing share-based compensation. Other aspects of the ~~FASB issued amended guidance on~~adoption of the disclosures for investments in certain entities that calculate net asset value ("NAV") per share (or its equivalent). The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those years. Early application is permitted. The Company adopted the guidance for the year ended December 31, 2015 and applied the guidance retrospectively. Adoption of theupdated guidance did not have a material impact onto the Company’s ~~condensed consolidated~~ financial statements.

Future Adoption of New Accounting Standards

Financial ~~Services - Insurance~~

~~In May 2015, the FASB amended the general accounting principle for~~ ~~Financial Services - Insurance~~ which expanded the breadth of disclosures that an insurance entity must provide about its short-duration insurance contracts. This amendment requires insurance entities to disclose for annual reporting periods information about the liability for unpaid claims and claim adjustment expenses. The amendment also requires insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate the liability for unpaid claims and claim adjustment expenses, including reasons for the change and the effects on the financial statements. In addition, the amendment requires insurance entities to disclose for annual and interim reporting periods a roll-forward of the liability for unpaid claims and claim adjustment expenses. This amendment focuses only on disclosure; it does not change the accounting model for short-duration contracts. The update is effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016. The new guidance should be applied retrospectively by providing comparative disclosures for each period presented, except for those requirements that apply only to the current period. The adoption of this amendment is not expected to have an impact on the Company's condensed consolidated financial statements other than the addition of the required disclosures.

~~Financial~~ Instruments

In January 2016, the FASB amended the general accounting principle for Financial Instruments,, effective for ~~fiscal years and interim periods within those fiscal years beginning after December 15, 2017.~~the Company January 1, 2018. The amendment revises the accounting related to (1) the classification and measurement of investments in equity securities, (2) the presentation of certain fair value changes for financial liabilities measured at fair value, (3) certain disclosure requirements associated with the fair value of financial instruments. The new guidance should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The ~~Company is currently evaluating the impact~~adoption of this amendment is not expected to have a material impact on ~~its condensed consolidated~~the Company’s financial ~~statements.~~statements; however, it could result in net income volatility depending on the composition of the Company’s investment portfolio and changes in the fair value of equity securities.

In June 2016, the FASB amended the existing impairment guidance of Financial ~~Instruments~~.Instruments. The amendment adds to U.S. GAAP an impairment model, known as current expected credit loss ~~("CECL"~~(“CECL”) model that is based on expected losses rather than incurred

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losses. For traditional and other receivables, held-to-maturity debt securities, loans and other instruments entities will be required to use the new forward-looking ~~"expected loss"~~“expected loss” model that generally will result in earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses similar to what they do today, except the losses will be recognized as allowances rather than reduction to the amortized cost of the securities. This guidance is effective for ~~fiscal years and interim periods within those fiscal years beginning after December 15, 2019,~~the Company January 1, 2020, with early adoption permitted. The guidance will be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements.

Leases

In February 2016, the FASB issued guidance which will replace most existing lease accounting guidance. The new standard, based on the principle that entities should recognize assets and liabilities arising from leases, does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified

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as finance or operating. The new ~~standard's~~standard’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term of operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, the new standard expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. This guidance is effective for ~~fiscal years and interim periods within those fiscal years beginning after December 15, 2018,~~the Company January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements.

~~Stock Compensation~~

~~In March 2016, the FASB updated the general accounting principal for~~ ~~Stock Compensation~~. This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. This guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements.

Income Taxes

In October 2016, the FASB amended the general accounting principal for Income Taxes, effective for ~~annual and interim periods beginning after December 15, 2017.~~the Company January 1, 2018. The amendment requires entities to recognize the tax consequences of intercompany asset transfers, except for inventory, at the transaction date. Current ~~U.S.~~ GAAP prohibits entities from recognizing the income tax consequences from intercompany asset transfers. The seller defers any net tax effect, and the buyer is prohibited from recognizing a deferred tax asset on the difference between the newly created tax basis of the asset in its tax jurisdiction and its financial statement carrying amount as reported in the condensed consolidated financial statements. The amendment requires entities to recognize these tax consequences in the period in which the transfer occurred. There will be an immediate effect on earnings if the tax rates in the seller’s and buyer’s tax jurisdictions are different. This amendment will be applied using a modified retrospective transition method with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption of this amendment will not have a material impact on the Company’s condensed consolidated financial statements.

Derivative and Hedging

In August 2017, the FASB updated the general accounting principal for Derivatives and Hedging. The updated guidance improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting in current GAAP related to the assessment of hedge effectiveness. The updated guidance is effective for the Company January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of this ~~amendment~~amending on its condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking ~~and Cautionary~~ Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, among others, statements relating to projections of the strategies, earnings, revenues, income or loss, ratios, future financial performance, and growth potential of the Company. The words “intend,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “should,” “believe,” and other similar expressions also are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance, and achievements could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.

Numerous important factors could cause actual results and events to differ materially from those expressed or implied by forward-looking statements including, without limitation, (1) adverse capital and credit market conditions and their impact on the Company’s liquidity, access to capital and cost of capital, (2) the impairment of other financial institutions and its effect on the Company’s business, (3) requirements to post collateral or make payments due to declines in market value of assets subject to the Company’s collateral arrangements, (4) the fact that the determination of allowances and impairments taken on the Company’s investments is highly subjective, (5) adverse changes in mortality, morbidity, lapsation or claims experience, (6) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company’s future results of operations and financial condition, (7) inadequate risk analysis and underwriting, (8) general economic conditions or a prolonged economic downturn affecting the demand for insurance and reinsurance in the Company’s current and planned markets, (9) the availability and cost of collateral necessary for regulatory reserves and capital, (10) market or economic conditions that adversely affect the value of the Company’s investment securities or result in the impairment of all or a portion of the value of certain of the Company’s investment securities, that in turn could affect regulatory capital, (11) market or economic conditions that adversely affect the Company’s ability to make timely sales of investment securities, (12) risks inherent in the Company’s risk management and investment strategy, including changes in investment portfolio yields due to interest rate or credit quality changes, (13) fluctuations in U.S. or foreign currency exchange rates, interest rates, or securities and real estate markets, (14) adverse litigation or arbitration results, (15) the adequacy of reserves, resources and accurate information relating to settlements, awards and terminated and discontinued lines of business, (16) the stability of and actions by governments and economies in the markets in which the Company operates, including ongoing uncertainties regarding the amount of ~~United States~~U.S. sovereign debt and the credit ratings thereof, (17) competitive factors and competitors’ responses to the Company’s initiatives, (18) the success of the Company’s clients, (19) successful execution of the Company’s entry into new markets, (20) successful development and introduction of new products and distribution opportunities, (21) the Company’s ability to successfully integrate acquired blocks of business and entities, (22) action by regulators who have authority over the Company’s reinsurance operations in the jurisdictions in which it operates, (23) the Company’s dependence on third parties, including those insurance companies and reinsurers to which the Company cedes some reinsurance, third-party investment managers and others, (24) the threat of natural disasters, catastrophes, terrorist attacks, epidemics or pandemics anywhere in the world where the Company or its clients do business, (25) interruption or failure of the ~~Company's~~Company’s telecommunication, information technology or other operational systems, or the ~~Company's~~Company’s failure to maintain adequate security to protect the confidentiality or privacy of personal or sensitive data stored on such systems, (26) changes in laws, regulations, and accounting standards applicable to the Company, its subsidiaries, or its business, (27) the effect of the Company’s status as an insurance holding company and regulatory restrictions on its ability to pay principal of and interest on its debt obligations, and (28) other risks and uncertainties described in this document and in the Company’s other filings with the SEC.

Forward-looking statements should be evaluated together with the many risks and uncertainties that affect the Company’s business, including those mentioned in this document and ~~the cautionary statements~~ described in the periodic reports the Company files with the SEC. These forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligations to update these forward-looking statements, even though the Company’s situation may change in the future. ~~The Company qualifies all of its forward-looking statements by these cautionary statements.~~ For a discussion of these risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, you are advised to see Item 1A – “Risk Factors” in the ~~2015~~2016 Annual ~~Report, as updated by Part II, Item 1A - “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2016.~~Report.

Overview

RGA is an insurance holding company that was formed on December 31, 1992. The condensed consolidated financial statements include the assets, liabilities and results of operations of RGA and its subsidiaries, all of which are wholly owned (collectively, the Company).

The Company ~~provides~~is one of the leading life reinsurers in North America based on premiums and the amount of life reinsurance in force, providing traditional reinsurance and ~~non-traditional reinsurance~~financial solutions to its clients. Traditional reinsurance includes individual and group life and health, disability, and critical illness reinsurance. ~~Non-traditional reinsurance~~Financial solutions includes longevity reinsurance, asset-intensive reinsurance, and financial reinsurance.

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The Company derives revenues primarily from renewal premiums from existing reinsurance treaties, new business premiums from existing or new reinsurance treaties, fee income from ~~non-traditional reinsurance~~financial solutions business and income earned on invested assets.

Historically, the Company’s primary business has been traditional life reinsurance, which involves reinsuring life insurance policies that are often in force for the remaining lifetime of the underlying individuals insured, with premiums earned typically over a

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period of 10 to 30 years. Each year, however, a portion of the business under existing treaties terminates due to, among other things, lapses or voluntary surrenders of underlying policies, deaths of insureds, and the exercise of recapture options by ceding companies. The Company has expanded its ~~non-traditional reinsurance~~financial solutions business, including significant asset-intensive ~~or annuity,~~ transactions, which allow its clients to take advantage of growth opportunities and manage their capital, longevity and investment risk.

The Company’s long-term profitability largely depends on the volume and amount of death- and health-related claims incurred and the ability to adequately price the risks it assumes. While death claims are reasonably predictable over a period of many years, claims become less predictable over shorter periods and are subject to significant fluctuation from quarter to quarter and year to year. Additionally, the Company generates profits on investment spreads associated with the reinsurance of investment type contracts and generates fees from financial reinsurance transactions which are typically shorter duration than its traditional life reinsurance business. The Company believes its sources of liquidity are sufficient to cover potential claims payments on both a short-term and long-term basis.

As is customary in the reinsurance business, clients continually update, refine, and revise reinsurance information provided to the Company. Such revised information is used by the Company in preparation of its condensed consolidated financial statements and the financial effects resulting from the incorporation of revised data are reflected in the current period.

The Company’s long-term profitability primarily depends on the volume and amount of death and health-related claims incurred and the ability to adequately price the risks it assumes. While death claims are reasonably predictable over a period of many years, claims become less predictable over shorter periods and are subject to significant fluctuation from quarter to quarter and year to year. The Company believes its sources of liquidity are sufficient to cover potential claims payments on both a short-term and long-term basis.Segment Presentation

The Company has geographic-based and business-based operational ~~segments: U.S. and Latin America; Canada; Europe, Middle East and Africa; Asia Pacific; and Corporate and Other.~~segments. Geographic-based operations are further segmented into traditional and ~~non-traditional~~financial solutions businesses. ~~The Company’s segments primarily write reinsurance business that is wholly or partially retained in one or more of RGA’s reinsurance subsidiaries.~~

The Company allocates capital to its segments based on an internally developed economic capital model, the purpose of which is to measure the risk in the business and to provide a consistent basis upon which capital is deployed. The economic capital model considers the unique and specific nature of the risks inherent in RGA’s businesses.

As a result of the economic capital allocation process, a portion of investment income is credited to the segments based on the level of allocated capital. In addition, the segments are charged for excess capital utilized above the allocated economic capital basis. This charge is included in policy acquisition costs and other insurance expenses. Segment investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.

Segment premium levels can be significantly influenced by currency fluctuations, large transactions, mix of business and reporting practices of ceding companies, and therefore may fluctuate from period to period. Although reasonably predictable over a period of years, segment claims experience can be volatile over shorter periods. See “Results of Operations by Segment” below for further information about the Company’s segments.

Consolidated Results of Operations

~~Consolidated~~

~~The following table summarizes net income for the periods presented.~~


	Three months ended September 30,					Nine months ended September 30,					Three months ended September 30,				Nine months ended September 30,
	2016		2015			2016		2015			2017		2016		2017		2016
Revenues:	(Dollars in thousands, except per share data)										(Dollars in thousands, except per share data)
Net premiums	$	2,251,758	$	2,089,345		$	6,755,708	$	6,242,240		$	2,489,797	$	2,251,758	$	7,335,944	$	6,755,708
Investment income, net of related expenses	489,727		389,597			1,414,659		1,267,027			556,918		489,727		1,589,820		1,414,659
Investment related gains (losses), net	86,624		(111,346		)	84,002		(119,941		)	22,653		86,624		139,471		84,002
Other revenues	72,468		71,038			197,844		200,261			75,942		72,468		218,091		197,844
Total revenues	2,900,577		2,438,634			8,452,213		7,589,587			3,145,310		2,900,577		9,283,326		8,452,213
Benefits and Expenses:
Claims and other policy benefits	1,993,064		1,831,819			5,877,330		5,473,453			2,100,680		1,993,064		6,371,188		5,877,330
Interest credited	116,848		34,008			300,602		231,932			126,099		116,848		349,068		300,602
Policy acquisition costs and other insurance expenses	300,962		249,702			940,406		827,157			365,424		300,962		1,064,645		940,406
Other operating expenses	152,556		142,270			469,875		395,488			168,417		152,556		481,279		469,875
Interest expense	43,063		35,565			96,201		107,043			36,836		43,063		108,590		96,201
Collateral finance and securitization expense	6,484		5,133			19,396		16,462			7,692		6,484		21,235		19,396
Total benefits and expenses	2,612,977		2,298,497			7,703,810		7,051,535			2,805,148		2,612,977		8,396,005		7,703,810
Income before income taxes	287,600		140,137			748,403		538,052			340,162		287,600		887,321		748,403
Provision for income taxes	88,881		56,603			237,109		199,013			112,571		88,881		282,028		237,109
Net income	$	198,719	$	83,534		$	511,294	$	339,039		$	227,591	$	198,719	$	605,293	$	511,294
Earnings per share:
Basic earnings per share											$	3.53	$	3.10	$	9.39	$	7.95
Diluted earnings per share											$	3.47	$	3.07	$	9.23	$	7.87
Dividends declared per share											$	0.50	$	0.41	$	1.32	$	1.15

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Consolidated ~~net~~ income before income taxes increased ~~$115.2~~$52.6 million, or ~~137.9%~~18.3%, and ~~$172.3~~$138.9 million, or ~~50.8%~~18.6%, for the three and nine months ended September 30, ~~2016,~~2017, respectively, as compared to the same periods in ~~2015. Consolidated~~2016. The increase in income ~~before~~for third quarter of 2017 was primarily due to improved mortality experience in the U.S. operations, increased investment income, ~~taxes increased $147.5 million, or 105.2%,~~new business growth in the Europe, Middle East and ~~$210.4 million, or 39.1%,~~Africa (“EMEA”) and Asia Pacific operations and lower interest expense. The increase in income for the ~~three and~~first nine months ~~ended September 30, 2016, respectively, as compared~~of 2017 was primarily due to improved mortality experience in the ~~same periods in 2015.~~U.S., EMEA and Asia Pacific operations and increased investment income, partially offset by higher interest expense. The increases in investment income ~~before income taxes~~are discussed below and the changes in interest expense for the third quarter and first nine months ~~were primarily due to~~are discussed within the Corporate and Other section. Foreign currency fluctuations resulted in an increase in investment related gains, higher investment income and improved mortality experience in the U.S. operations compared to the prior year. The increase in investment related gains was largely due to changes in the fair value of embedded derivatives on modco or funds withheld treaties within the U.S. segment. The effect of the change in fair value of these embedded derivatives on income is discussed below. The increase(decrease) in income before income taxes for the third quarter also reflects a decrease in impairments on fixed maturity and equity securities of $23.1 million, compared to the same period in 2015. Results for the first nine months of 2016 also benefited from a $15.4 million reduction in interest expense due to the effective settlement of uncertain tax positions recognized in the second quarter. Foreign currency fluctuations relative to the prior year unfavorably affected income before income taxes by ~~approximately $4.4~~$2.0 million and ~~$19.3~~$(7.4) million for the third quarter and first nine months of ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016.

The Company recognizes in consolidated income, any changes in the fair value of embedded derivatives on modco or funds withheld treaties, equity-indexed annuity treaties (“EIAs”) and variable annuity products. The combined changes in these three types of embedded derivatives, after adjustment for deferred acquisition costs and retrocession, resulted in ~~an increase~~a decrease in consolidated income before income taxes of ~~approximately $212.8 million and $88.7~~$8.9 million in the third quarter of 2017 and an increase of $218.2 million in the first nine months of ~~2016,~~2017, respectively, as compared to the same periods in ~~2015.~~2016. This fluctuation does not affect current cash flows, crediting rates or spread performance on the underlying treaties. Therefore, management believes it is helpful to distinguish between the effects of changes in these embedded derivatives, net of related hedging activity and deferred acquisition costs, and the primary factors that drive profitability of the underlying treaties, namely investment income, fee income, and interest credited. The individual effect on income before income taxes for these three types of embedded derivatives is as follows:

The change in the value of embedded derivatives related to reinsurance treaties written on a modco or funds withheld basis are subject to the general accounting principles for derivatives and hedging related to embedded derivatives. The unrealized gains and losses associated with these embedded derivatives, after adjustment for deferred acquisition costs, resulted in ~~an increase~~a decrease in income before income taxes of ~~$33.0 million and $30.7~~$3.3 million in the third quarter of 2017 and an increase of $53.3 million in the first nine months of ~~2016, respectively,~~2017, as compared to the same periods in ~~2015.~~2016.

Changes in risk-free rates used in the fair value estimates of embedded derivatives associated with EIAs affect the amount of unrealized gains and losses the Company recognizes. The unrealized gains and losses associated with EIAs, after adjustment for deferred acquisition costs and retrocession, ~~resulted in a decrease in~~increased income before income taxes ~~of $4.2~~by $0.1 million and ~~$8.8~~$20.0 million in the third quarter and first nine months of ~~2016,~~2017, respectively, as compared to the same periods in ~~2015.~~2016.

The change in the Company’s liability for variable annuities associated with guaranteed minimum living benefits affects the amount of unrealized gains and losses the Company recognizes. The unrealized gains and losses associated with guaranteed minimum living benefits, after adjustment for deferred acquisition costs, ~~increased~~resulted in a decrease in income before income taxes ~~by $184.0 million and $66.8~~of $5.7 million in the third quarter of 2017 and an increase of $144.9 million in the first nine months of ~~2016, respectively,~~2017, as compared to the same periods in ~~2015.~~2016. After consideration of the change in fair value of freestanding derivatives used to hedge this liability, income before income taxes decreased by $2.2 million in the third quarter of 2017 and increased by $6.9 million in the first nine months of 2017, as compared to the same periods in 2016.

Consolidated net premiums increased ~~$162.4~~$238.0 million, or ~~7.8%~~10.6%, and ~~$513.5~~$580.2 million, or ~~8.2%~~8.6%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015,~~2016, primarily due to growth in life reinsurance in ~~force and large in force block transactions entered into during the latter part of 2015.~~force. Foreign currency fluctuations ~~unfavorably affected~~resulted in an increase (decrease) in net premiums ~~by approximately $21.0~~of $18.3 million and ~~$136.9~~$(17.3) million for the third quarter and first nine months of ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. Consolidated assumed life insurance in force increased to $3,297.9 billion as of September 30, 2017 from $3,082.8 billion as of September 30, 2016 ~~from $2,849.4 billion as of September 30, 2015~~ due to new business production and in force ~~transactions, partially offset by adverse foreign currency fluctuations.~~transactions. The Company added new business production, measured by face amount of insurance in force, of ~~$81.3~~$90.7 billion and ~~$84.6~~$81.3 billion during the third quarter of ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$296.4~~$304.8 billion and ~~$262.1~~$296.4 billion during the first nine months of 2017 and 2016, ~~and 2015,~~ respectively. ~~Adverse foreign~~Foreign currency fluctuations ~~offset~~contributed $43.6 billion to the increase in assumed life insurance in force from September 30, ~~2015 by $22.3 billion.~~2016. Management believes industry consolidation, regulatory changes and the established practice of reinsuring mortality and morbidity risks should continue to provide opportunities for growth, albeit at rates less than historically experienced in some markets.

Consolidated investment income, net of related expenses, increased ~~$100.1~~$67.2 million, or ~~25.7%~~13.7%, and ~~$147.6~~$175.2 million, or ~~11.7%~~12.4%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. The increase in market~~2016. Market value changes related to the Company’s funds withheld at interest investment associated with the reinsurance of certain EIAs increased (decreased) investment income by ~~$59.9~~$(1.3) million and ~~$24.7~~$73.3 million in the third quarter and first nine months of ~~2016,~~2017, respectively, as compared to the same periods in ~~2015.~~2016. The effect on investment income of the EIA's market value changes is substantially offset by a corresponding change in interest credited to policyholder account balances resulting in an insignificant effect on net income. ~~The increase for the first nine months of 2016 also reflects strong variable investment income on alternative investments and investment prepayments and fees.~~

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Also contributing to the increase in investment income is a larger average invested asset base, excluding spread related business, partially offset by a decrease in the average investment yield. Average invested assets at amortized cost, excluding spread related business, for the nine months ended September 30, ~~2016~~2017 totaled ~~$23.0~~$25.1 billion, a ~~10.6%~~9.4% increase over September 30, ~~2015.~~2016. The

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average yield earned on investments, excluding spread related business, was ~~4.43%~~4.81% and ~~4.66%~~4.43% for the third quarter of ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~4.53%~~4.61% and ~~4.77%~~4.53% for the first nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The average yield will vary from quarter to quarter and year to year depending on a number of variables, including the prevailing interest rate and credit spread environment, prepayment fees and make-whole premiums, changes in the mix of the underlying investments and cash balances, ~~prepayment fees recorded on the early payoff of certain investments~~ and the timing of dividends and distributions on certain investments. The third quarter of 2017, in particular, benefited from a higher level of bond make-whole premiums and distributions from joint ventures and limited partnerships. A continued low interest rate environment is expected to put downward pressure on this yield in future reporting periods. ~~A portion of investment income is allocated to the operating segments based upon average assets and related capital levels deemed appropriate to support the segment operations.~~

Total investment related gains (losses), net ~~improved~~changed favorably (unfavorably) by ~~$198.0~~$(64.0) million and ~~$203.9~~$55.5 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. The improvement~~2016. A significant portion of theses variances in the third quarter ~~of 2016 was primarily~~and first nine months are due to ~~a favorable change~~changes in the value of embedded derivatives related to reinsurance treaties written on a modco or funds withheld basis, reflecting the impact of ~~$95.2 million, as compared to~~changes in interest rates and credit spreads on the ~~same period in 2015.~~calculation of fair value. During the third quarter and first nine months of ~~2016,~~2017, the favorable ~~change~~(unfavorable) changes in the value of these embedded derivatives was ~~$105.4~~$(26.0) million and $73.1 million respectively, as compared to the same periods in 2016. Impairments on fixed maturity securities decreased by $13.7 million in the first nine months of 2017, as compared to the same period in ~~2015. The third quarter also reflects a decrease in impairments on fixed maturity and equity securities of $23.1 million, compared to the same period in 2015.~~2016. See Note 4 - “Investments” and Note 5 - “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for additional information on the impairment losses and derivatives.

The effective tax rate on a consolidated basis was ~~30.9%~~33.1% and ~~40.4%~~30.9% for the ~~three months ended September 30,~~third quarter 2017 and 2016, ~~and 2015,~~ respectively, and ~~31.7%~~31.8% and ~~37.0%~~31.7% for the first nine months of ~~2016~~2017 and ~~2015,~~2016, respectively. The effective tax rate for the third quarter of ~~2016~~2017 was lower than the U.S. Statutory rate of 35% primarily as a result of income generated in non-U.S. jurisdictions with lower tax rates than the U.S. The first nine months of 2017 also includes a reduction related to differences in tax bases in foreign jurisdictions and a tax benefit from the filing of amended returns, which was partially offset with a valuation allowance established related to amended return filings. The effective tax rate for the third quarter of 2016 was lower than the U.S. Statutory rate of 35.0% primarily as a result of effectively settling an uncertain tax ~~positions~~position during the quarter and adjustments related to the filing of the ~~U.S.~~US Federal Income tax return. The first nine months of 2016 effective tax rate was lower than the U.S. Statutory rate of 35.0% primarily as a result of tax benefits from income in non-U.S. jurisdictions with lower tax rates than the U.S. The third quarter and first nine months effective tax rates were further reduced by differences in tax bases in foreign jurisdictions. The third quarter and first nine months of 2015 effective tax rates were higher than the U.S. Statutory rate of 35.0% primarily as a result of a tax accrual related to the Active Financing Exception business extender provision that the U.S. Congress did not pass prior to the end of the quarter and a loss in Australia which has a lower tax rate than the U.S. The high rate was partially offset with tax benefits associated with claims experience on certain treaties and income in other jurisdictions with rates lower than the U.S.

Critical Accounting Policies

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States of America (“GAAP”)~~GAAP requires the application of accounting policies that often involve a significant degree of judgment. Management, on an ongoing basis, reviews estimates and assumptions used in the preparation of financial statements. If management determines that modifications in assumptions and estimates are appropriate given current facts and circumstances, results of operations and financial position as reported in the condensed consolidated financial statements could change significantly.

Management believes the critical accounting policies relating to the following areas are most dependent on the application of estimates and assumptions:

Premiums receivable;

Deferred acquisition costs;

Liabilities for future policy benefits and incurred but not reported claims;

Valuation of investments and other-than-temporary impairments to specific investments;

Valuation of embedded derivatives; and

Income taxes.

A discussion of each of the critical accounting policies may be found in the Company’s ~~2015~~2016 Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

~~Further discussion and analysis of the results for 2016 compared to 2015 are presented by segment.~~

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Results of Operations by Segment

U.S. and Latin America Operations

The U.S. and Latin America operations include business generated by its offices in the U.S., Mexico and Brazil. The offices in Mexico and Brazil provide services to clients in other Latin American countries. U.S. and Latin America operations consist of two major segments: Traditional and ~~Non-Traditional.~~Financial Solutions. The Traditional segment primarily specializes in individual mortality-risk reinsurance and to a lesser extent, group, health and long-term care reinsurance. The ~~Non-Traditional~~Financial Solutions segment consists of Asset-Intensive and Financial Reinsurance. Asset-Intensive within the ~~Non-Traditional~~Financial Solutions segment provides coinsurance of annuities and corporate-owned life insurance policies and to a lesser extent also issues fee-based synthetic guaranteed investment contracts, which include investment-only, stable value contracts. Financial Reinsurance within the ~~Non-Traditional~~Financial Solutions segment primarily involves assisting ceding companies in meeting applicable regulatory requirements by enhancing the ceding companies’ financial strength and regulatory surplus position through relatively low risk reinsurance transactions. Typically these transactions do not qualify as reinsurance under GAAP, due to the low-risk nature of the transactions, so only the related net fees are reflected in other revenues on the condensed consolidated statements of income.


For the three months ended September 30, 2017:															Financial Solutions
(dollars in thousands)															Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
												Traditional
Revenues:
Net premiums												$	1,327,181		$	6,423	$	—	$	1,333,604
Investment income, net of related expenses												191,904			188,176		2,984		383,064
Investment related gains (losses), net												(1,503		)	12,832		—		11,329
Other revenues												3,801			26,899		26,856		57,556
Total revenues												1,521,383			234,330		29,840		1,785,553
Benefits and expenses:
Claims and other policy benefits												1,118,401			11,959		—		1,130,360
Interest credited												20,673			94,120		—		114,793
Policy acquisition costs and other insurance expenses												189,291			54,441		5,674		249,406
Other operating expenses												32,506			6,684		2,174		41,364
Total benefits and expenses												1,360,871			167,204		7,848		1,535,923
Income before income taxes												$	160,512		$	67,126	$	21,992	$	249,630

For the three months ended September 30, 2016:				Non-Traditional											Financial Solutions
(dollars in thousands)				Asset-Intensive			Financial Reinsurance		Total U.S. and Latin America						Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
	Traditional											Traditional
Revenues:
Net premiums	$	1,277,491		$	5,369		$	—	$	1,282,860		$	1,277,491		$	5,369	$	—	$	1,282,860
Investment income, net of related expenses	167,898			167,683			1,038		336,619			167,898			167,683		1,038		336,619
Investment related gains (losses), net	(3,394		)	59,661			—		56,267			(3,394		)	59,661		—		56,267
Other revenues	2,922			23,417			18,967		45,306			2,922			23,417		18,967		45,306
Total revenues	1,444,917			256,130			20,005		1,721,052			1,444,917			256,130		20,005		1,721,052
Benefits and expenses:
Claims and other policy benefits	1,131,507			18,927			—		1,150,434			1,131,507			18,927		—		1,150,434
Interest credited	20,628			86,742			—		107,370			20,628			86,742		—		107,370
Policy acquisition costs and other insurance expenses	184,766			56,497			3,492		244,755			184,766			56,497		3,492		244,755
Other operating expenses	30,935			5,232			2,531		38,698			30,935			5,232		2,531		38,698
Total benefits and expenses	1,367,836			167,398			6,023		1,541,257			1,367,836			167,398		6,023		1,541,257
Income before income taxes	$	77,081		$	88,732		$	13,982	$	179,795		$	77,081		$	88,732	$	13,982	$	179,795

For the three months ended September 30, 2015:				Non-Traditional
(dollars in thousands)				Asset-Intensive			Financial Reinsurance		Total U.S. and Latin America
	Traditional
Revenues:
Net premiums	$	1,150,936		$	5,177		$	—	$	1,156,113
Investment income, net of related expenses	154,210			104,055			1,438		259,703
Investment related gains (losses), net	926			(68,990		)	—		(68,064		)
Other revenues	6,566			28,973			16,446		51,985
Total revenues	1,312,638			69,215			17,884		1,399,737
Benefits and expenses:
Claims and other policy benefits	1,049,973			16,832			—		1,066,805
Interest credited	20,999			18,535			—		39,534
Policy acquisition costs and other insurance expenses	158,452			4,773			2,535		165,760
Other operating expenses	27,562			4,893			3,276		35,731
Total benefits and expenses	1,256,986			45,033			5,811		1,307,830
Income before income taxes	$	55,652		$	24,182		$	12,073	$	91,907

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For the nine months ended September 30, 2017:															Financial Solutions
(dollars in thousands)															Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
												Traditional
Revenues:
Net premiums												$	3,966,842		$	18,186	$	—	$	3,985,028
Investment income, net of related expenses												554,612			553,286		6,501		1,114,399
Investment related gains (losses), net												(192		)	103,229		—		103,037
Other revenues												11,322			76,324		77,466		165,112
Total revenues												4,532,584			751,025		83,967		5,367,576
Benefits and expenses:
Claims and other policy benefits												3,538,958			53,998		—		3,592,956
Interest credited												61,800			260,941		—		322,741
Policy acquisition costs and other insurance expenses												556,476			176,305		17,234		750,015
Other operating expenses												94,284			19,883		6,942		121,109
Total benefits and expenses												4,251,518			511,127		24,176		4,786,821
Income before income taxes												$	281,066		$	239,898	$	59,791	$	580,755

For the nine months ended September 30, 2016:				Non-Traditional											Financial Solutions
(dollars in thousands)				Asset-Intensive			Financial Reinsurance		Total U.S. and Latin America						Asset-Intensive		Financial Reinsurance		Total U.S. and Latin America
	Traditional											Traditional
Revenues:
Net premiums	$	3,819,280		$	17,250		$	—	$	3,836,530		$	3,819,280		$	17,250	$	—	$	3,836,530
Investment income, net of related expenses	515,159			462,579			6,031		983,769			515,159			462,579		6,031		983,769
Investment related gains (losses), net	(6,376		)	7,940			—		1,564			(6,376		)	7,940		—		1,564
Other revenues	11,674			70,806			55,511		137,991			11,674			70,806		55,511		137,991
Total revenues	4,339,737			558,575			61,542		4,959,854			4,339,737			558,575		61,542		4,959,854
Benefits and expenses:
Claims and other policy benefits	3,400,614			58,267			—		3,458,881			3,400,614			58,267		—		3,458,881
Interest credited	62,873			217,736			—		280,609			62,873			217,736		—		280,609
Policy acquisition costs and other insurance expenses	544,129			113,919			9,145		667,193			544,129			113,919		9,145		667,193
Other operating expenses	92,512			16,772			7,606		116,890			92,512			16,772		7,606		116,890
Total benefits and expenses	4,100,128			406,694			16,751		4,523,573			4,100,128			406,694		16,751		4,523,573
Income before income taxes	$	239,609		$	151,881		$	44,791	$	436,281		$	239,609		$	151,881	$	44,791	$	436,281

For the nine months ended September 30, 2015:				Non-Traditional
(dollars in thousands)				Asset-Intensive			Financial Reinsurance		Total U.S. and Latin America
	Traditional
Revenues:
Net premiums	$	3,435,961		$	16,159		$	—	$	3,452,120
Investment income, net of related expenses	460,605			407,256			3,777		871,638
Investment related gains (losses), net	1,813			(87,264		)	—		(85,451		)
Other revenues	11,797			82,151			49,468		143,416
Total revenues	3,910,176			418,302			53,245		4,381,723
Benefits and expenses:
Claims and other policy benefits	3,130,770			43,541			—		3,174,311
Interest credited	55,818			172,562			—		228,380
Policy acquisition costs and other insurance expenses	486,054			65,803			7,473		559,330
Other operating expenses	81,246			14,324			6,691		102,261
Total benefits and expenses	3,753,888			296,230			14,164		4,064,282
Income before income taxes	$	156,288		$	122,072		$	39,081	$	317,441

Income before income taxes increased by ~~$87.9~~$69.8 million, or ~~95.6%~~38.8%, and ~~$118.8~~$144.5 million, or ~~37.4%~~33.1%, for the three and nine months ended September 30, ~~2016~~,2017, as compared to the same periods in ~~2015. For both~~2016. The increase in income before income taxes for the third quarter ~~and~~was primarily due to strong mortality experience in the Traditional segment as well as higher variable investment income. The increase was offset somewhat by a decrease in investment related gains in the Financial Solutions segment. The increase in income before income taxes for the first nine months ~~as compared to same periods in 2015,~~is the ~~favorable increases were driven by~~result of several factors, including changes in the value of the embedded derivatives associated with reinsurance treaties structured on a modco or funds withheld, ~~basis, improved claims experience~~an increase in ~~the Traditional segment, and a higher asset base, driven largely by acquisitions of in force blocks late in 2015. Additionally, quarter over quarter the Asset Intensive segment benefited from higher~~ investment related ~~gains.~~capital gains and additional variable investment income.

Traditional Reinsurance

The U.S. and Latin America Traditional segment provides life and health reinsurance to clients for a variety of products through yearly renewable term, coinsurance and ~~modified coinsurance~~modco agreements. These reinsurance arrangements may involve either facultative or automatic agreements.

Income before income taxes for the U.S. and Latin America Traditional segment increased by ~~$21.4~~$83.4 million, or ~~38.5%~~108.2%, and ~~$83.3~~$41.5 million, or ~~53.3%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016~~, as compared to the same periods in 2015. The increases were primarily due to improved claims experience and an increase in the overall asset base primarily associated with large in force block transactions executed in the fourth quarter of 2015.

~~Net premiums increased $126.6 million, or 11.0%, and $383.3 million, or 11.2%~~17.3%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The increase in the third quarter is primarily due to favorable mortality experience as compared to same period in 2016 and higher variable investment income. The favorable mortality experience was driven by both a lower number and average size of large claims. The increase in income for the first nine months was primarily due to higher variable investment.

Net premiums increased $49.7 million, or 3.9%, and $147.6 million, or 3.9%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The increases were primarily due to ~~large in force block transactions executed during the latter part of 2015, significant individual health and group life transactions executed in the first six months of 2016, and~~ expected organic premium growth. The segment added new individual life business production, measured by face amount of insurance in force of ~~$19.7~~$24.8 billion and ~~$26.4~~$19.7 billion for the third quarter and ~~$93.0~~$75.1 billion and ~~$61.8~~$93.0 billion for the first nine months of 2017 and 2016, ~~and 2015,~~ respectively.

~~Table of Contents~~

Net investment income increased ~~$13.7~~$24.0 million, or ~~8.9%~~14.3%, and ~~$54.6~~$39.5 million, or ~~11.8%~~7.7%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The increases were primarily due to ~~an increase in the average invested asset base primarily associated with the aforementioned in force block transactions along with strong~~higher variable investment ~~income during~~income. Investment related gains (losses), net increased $1.9 million and $6.2 million for the three and nine months ended September 30, ~~2016. Investment related gains (losses), net decreased $4.3 million and $8.2 million for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016~~,2017, as compared to the same periods in ~~2015. A portion~~2016.

Table of investment income is allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support segment operations. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.Contents

Claims and other policy benefits as a percentage of net premiums (“loss ratios”) were ~~88.6%~~84.3% and ~~91.2%~~88.6% for the third quarter and ~~89.0%~~89.2% and ~~91.1%~~89.0%, for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~decreases~~decrease in the loss ~~ratios were~~ratio for the third quarter of 2017, as compared to the same period in 2016 was primarily due to ~~higher than normal adverse volatility in~~favorable mortality experience, specifically the ~~total count~~lower number and average size of ~~individual~~large claims. For the first nine months of 2017, as compared to the same period in 2016, mortality ~~claims during~~experience was relatively consistent.

Interest credited expense decreased $1.1 million, or 1.7%, for the ~~three and~~ nine months ended September 30, ~~2015. Although reasonably predictable over a period of years, claims can be volatile over short-term periods.~~

~~Interest credited expense decreased $0.4 million, or 1.8%, and increased $7.1 million, or 12.6%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016~~,2017, as compared to the same ~~periods~~period in ~~2015.~~2016. Interest credited in this segment relates to amounts credited on cash value products which also have a significant mortality component. The increase in the first nine months relates primarily to the interest sensitive whole life products acquired in the acquisition of Aurora National Life Assurance Company ("Aurora") in the second quarter of 2015. Income before income taxes is affected by the spread between the investment income and the interest credited on the underlying products.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were ~~14.5%~~14.3% and ~~13.8%~~14.5% for the third quarter and ~~14.2%~~14.0% and ~~14.1%~~14.2% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. ~~Overall, while~~While these ratios are expected to remain in a predictable range, they may fluctuate from period to period due to varying allowance levels within coinsurance-type arrangements. In addition, the amortization pattern of previously capitalized amounts, which are subject to the form of the reinsurance agreement and the underlying insurance policies, may vary. Also, the mix of first year coinsurance business versus yearly renewable term business can cause the percentage to fluctuate from period to ~~period.~~period

~~Other operating expenses increased $3.4 million, or 12.2%, and $11.3 million, or 13.9%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016, as compared to the same periods in 2015. Contributing to the increase was an expansion in underwriting personnel to support clients.~~ Other operating expenses, as a percentage of net premiums remained constant at 2.4% and 2.4% for the third quarter and 2.4% and 2.4% first nine months of 2017 and 2016, respectively. The expense ratio tends to fluctuate only slightly from period to period due to the maturity and ~~2015.~~scale of this segment.

~~Non-Traditional~~Financial Solutions - Asset-Intensive Reinsurance

Asset-Intensive reinsurance within the U.S. and Latin America ~~Non-Traditional~~Financial Solutions segment primarily involves assuming investment risk within underlying annuities and corporate-owned life insurance policies. Most of these agreements are coinsurance, coinsurance with funds withheld or modco. The Company recognizes profits or losses primarily from the spread between the investment income earned and the interest credited on the underlying deposit liabilities, income associated with longevity risk, and fees associated with variable annuity account values and guaranteed investment contracts.

Impact of certain derivatives:

Income from the asset-intensive business tends to be volatile due to changes in the fair value of certain derivatives, including embedded derivatives associated with reinsurance treaties structured on a modco or funds withheld basis, as well as embedded derivatives associated with the Company’s reinsurance of equity-indexed annuities and variable annuities with guaranteed minimum benefit riders. Fluctuations occur period to period primarily due to changing investment conditions including, but not limited to, interest rate movements (including risk-free rates and credit spreads), implied volatility, the Company’s own credit risk and equity market performance, all of which are factors in the calculations of fair value. Therefore, management believes it is helpful to distinguish between the effects of changes in these derivatives, net of related hedging activity, and the primary factors that drive profitability of the underlying treaties, namely investment income, fee income (included in other revenues), and interest credited. These fluctuations are considered unrealized by management and do not affect current cash flows, crediting rates or spread performance on the underlying treaties.

The following table summarizes the asset-intensive results and quantifies the impact of these embedded derivatives for the periods presented. Revenues before certain derivatives, benefits and expenses before certain derivatives, and income before income taxes and certain derivatives, should not be viewed as substitutes for GAAP revenues, GAAP benefits and expenses, and GAAP income before income taxes.

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(dollars in thousands)	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Revenues:
Total revenues	$	256,130		$	69,215		$	558,575		$	418,302		$	234,330		$	256,130		$	751,025		$	558,575
Less:
Embedded derivatives – modco/funds withheld treaties	52,540			(47,094		)	40,174			(73,403		)	24,539			52,540			107,039			40,174
Guaranteed minimum benefit riders and related free standing derivatives	(12,647		)	(18,436		)	(24,710		)	(12,384		)	(17,058		)	(12,647		)	(20,935		)	(24,710		)
Revenues before certain derivatives	216,237			134,745			543,111			504,089			226,849			216,237			664,921			543,111
Benefits and expenses:
Total benefits and expenses	167,398			45,033			406,694			296,230			167,204			167,398			511,127			406,694
Less:
Embedded derivatives – modco/funds withheld treaties	34,226			(28,042		)	31,206			(43,459		)	11,481			34,226			51,008			31,206
Guaranteed minimum benefit riders and related free standing derivatives	(3,135		)	(4,886		)	(3,439		)	(2,695		)	(5,379		)	(3,135		)	(6,565		)	(3,439		)
Equity-indexed annuities	549			(3,612		)	6,449			(2,317		)	481			549			(13,603		)	6,449
Benefits and expenses before certain derivatives	135,758			81,573			372,478			344,701			160,621			135,758			480,287			372,478
Income before income taxes:
Income before income taxes	88,732			24,182			151,881			122,072			67,126			88,732			239,898			151,881
Less:
Embedded derivatives – modco/funds withheld treaties	18,314			(19,052		)	8,968			(29,944		)	13,058			18,314			56,031			8,968
Guaranteed minimum benefit riders and related free standing derivatives	(9,512		)	(13,550		)	(21,271		)	(9,689		)	(11,679		)	(9,512		)	(14,370		)	(21,271		)
Equity-indexed annuities	(549		)	3,612			(6,449		)	2,317			(481		)	(549		)	13,603			(6,449		)
Income before income taxes and certain derivatives	$	80,479		$	53,172		$	170,633		$	159,388		$	66,228		$	80,479		$	184,634		$	170,633

Embedded Derivatives - Modco/Funds Withheld Treaties - Represents the change in the fair value of embedded derivatives on funds withheld at interest associated with treaties written on a modco or funds withheld basis. The fair value changes of embedded derivatives on funds withheld at interest associated with treaties written on a modco or funds withheld basis are reflected in revenues, while the related impact on deferred acquisition expenses is reflected in benefits and expenses. The ~~Company's~~Company’s utilization of a credit valuation adjustment did not have a material effect on the change in fair value of these embedded derivatives for the nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016.

The change in fair value of the embedded derivatives - modco/funds withheld treaties increased ~~(decreased)~~ income before income taxes by ~~$18.3~~$13.1 million and ~~$(19.1)~~$18.3 million for the third quarter and ~~$9.0~~$56.0 million and ~~$(29.9)~~$9.0 million for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~increase (decrease)~~increases in income for the third quarter ~~was~~of 2016 and 2017 were primarily due to tightening credit ~~spreads in 2016 and widening credit spreads in 2015.~~spreads. The increase in income for the nine months ended September 30, 2017 was primarily due to ~~declining risk free rates~~tightening credit spreads. The decrease in income for the nine months ended September 30, 2016 ~~and widening credit spreads~~was primarily due to shifts in ~~2015.~~the yield curve.

Guaranteed Minimum Benefit Riders - Represents the impact related to guaranteed minimum benefits associated with the Company’s reinsurance of variable annuities. The fair value changes of the guaranteed minimum benefits along with the changes in fair value of the free standing derivatives (interest rate swaps, financial futures and equity options), purchased by the Company to substantially hedge the liability are reflected in revenues, while the related impact on deferred acquisition expenses is reflected in benefits and expenses. The ~~Company's~~Company’s utilization of a credit valuation adjustment did not have a material effect on the change in fair value of these embedded derivatives for the nine months ended September 30, ~~2016~~2017 and ~~2015.~~2016.

The change in fair value of the guaranteed minimum benefits, after allowing for changes in the associated free standing derivatives, decreased income before income taxes by ~~$9.5~~$11.7 million and ~~$13.6~~$9.5 million for the third quarter and ~~$21.3~~$14.4 million and ~~$9.7~~$21.3 million for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The decrease in income for all periods iswas primarily due to the annual update of best estimate actuarial assumptions to account for lower policyholder ~~termination~~lapse experience.

Equity-Indexed Annuities - Represents changes in the liability for equity-indexed annuities in excess of changes in account value, after adjustments for related deferred acquisition expenses. The change in fair value of embedded derivative liabilities associated with equity-indexed annuities increased (decreased) income before income taxes by $(0.5) million and ~~$3.6~~$(0.5) million for the third quarter and ~~$(6.4)~~$13.6 million and ~~$2.3~~$(6.4) million for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~decrease~~decreases in income for the ~~three months ended September 30,~~third quarter of 2017 and 2016 ~~was~~were primarily due to ~~decreasing interest rates, while~~shifts in the yield curve. The increase in income for the ~~three~~first nine months ~~ended September 30, 2015~~of 2017 was primarily due to ~~increasing~~declining long-term interest rates. The decrease in income for the first nine months ~~ended September 30,~~of 2016 was primarily due ~~rising equity markets and decreasing interest rates. The increase in income for the nine months ended September 30, 2015 was primarily due~~ to ~~declining equity markets which was partially offset by decreasing~~increasing short-term interest rates.

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The changes in derivatives discussed above are considered unrealized by management and do not affect current cash flows, crediting rates or spread performance on the underlying treaties. Fluctuations occur period to period primarily due to changing investment conditions including, but not limited to, interest rate movements (including benchmark rates and credit spreads), credit valuation adjustments, implied volatility and equity market performance, all of which are factors in the calculations of fair value. Therefore, management believes it is helpful to distinguish between the effects of changes in these derivatives and the primary factors that drive profitability of the underlying treaties, namely investment income, fee income (included in other revenues) and interest credited.

Discussion and analysis before certain derivatives:

Income before income taxes and certain derivatives decreased by $14.3 million and increased by ~~$27.3 million and $11.2~~$14.0 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The ~~increase~~decrease in the third quarter was primarily due to ~~higher~~lower investment related gains (losses), net of the corresponding impact to deferred acquisition ~~costs.~~costs, associated with coinsurance and funds withheld portfolios, which was partially offset by favorable policyholder experience in payout annuities. Funds withheld capital gains (losses) are reported in investment income. The increase in the first nine months was primarily due to ~~the impact from the acquisition of Aurora~~favorable policyholder experience in ~~the second quarter of 2015.~~payout annuities and higher variable investment income.

Revenue before certain derivatives increased by ~~$81.5~~$10.6 million and ~~$39.0~~$121.8 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The increase in the third quarter was primarily due to the ~~change~~impact to investment income from a new coinsurance transaction in ~~fair value of equity options associated with the reinsurance of certain EIAs and higher~~2017 which was partially offset by lower investment related gains (losses)~~. The effect on investment income related to equity options is substantially offset by a corresponding change in interest credited.~~ associated with coinsurance and funds withheld portfolios. The increase in the first nine months was primarily due to the change in fair value of equity options associated with the reinsurance of certain EIAs and ~~the impact from the acquisition of Aurora~~higher investment related gains (losses) associated with coinsurance and funds withheld portfolios. The effect on investment income related to equity options is substantially offset by a corresponding change in ~~the second quarter of 2015.~~interest credited.

Benefits and expenses before certain derivatives increased by ~~$54.2~~$24.9 million and ~~$27.8~~$107.8 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same period in ~~2015.~~2016. The increase in the third quarter was primarily due to the impact to interest credited of a new coinsurance transaction in 2017 and the corresponding impact to deferred acquisition costs from investment related gains (losses) in coinsurance and funds withheld portfolios. The increase in the first nine months was primarily due to higher interest credited associated with the reinsurance of ~~certain EIAs. The increase in the first nine months was primarily due higher interest credited associated with the reinsurance of certain~~ EIAs and the corresponding impact to deferred acquisition costs from ~~the acquisition of Aurora~~investment related gains (losses) in ~~the second quarter of 2015.~~coinsurance and funds withheld portfolios. The effect on interest credited related to equity options is substantially offset by a corresponding change in investment income.

The invested asset base supporting this segment increased to $15.5 billion as of September 30, 2017 from $13.2 billion as of September 30, ~~2016 from $13.1 billion as of September 30, 2015.~~2016. The increase in the asset base was due primarily to ~~growth~~the aforementioned new coinsurance transaction in ~~existing coinsurance transactions open to new production which was partially offset by the expected run-off from closed block transactions.~~2017. As of September 30, ~~2016~~,2017, $4.1 billion of the invested assets were funds withheld at interest, of which greater than 90% is associated with one client.

~~Non-Traditional~~Financial Solutions - Financial Reinsurance

Financial Reinsurance within the U.S. and Latin America ~~Non-Traditional~~Financial Solutions segment income before income taxes consists primarily of net fees earned on financial reinsurance transactions. Additionally, a portion of the business is brokered business in which the Company does not participate in the assumption of risk. The fees earned from financial reinsurance contracts and brokered business are reflected in other revenues, and the fees paid to retrocessionaires are reflected in policy acquisition costs and other insurance expenses.

Income before income taxes increased ~~$1.9~~$8.0 million, or ~~15.8%~~57.3%, and ~~$5.7~~$15.0 million, or ~~14.6%~~33.5%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The ~~increase was~~increases were primarily due to growth in new transactions and organic growth on existing transactions which was partially offset by the termination of certain agreements.

At September 30, ~~2016~~2017 and ~~2015,~~2016, the amount of reinsurance assumed from client companies, as measured by pre-tax statutory surplus, risk based capital and other financial structures was ~~$7.9~~$12.6 billion and ~~$6.5~~$7.9 billion, respectively. The increase was primarily due to ~~a number of~~ new transactions, as well as organic growth on existing transactions. Fees earned from this business can vary significantly depending on the size of the transactions and the timing of their completion and therefore can fluctuate from period to period.

Table of Contents

Canada Operations

The Company conducts reinsurance business in Canada primarily through RGA Canada, which assists clients with capital management activity and mortality and morbidity risk management. The Canada operations are primarily engaged in Traditional reinsurance, which consists mainly of traditional individual life reinsurance, as well as creditor, group life and health, critical illness and ~~living benefits (disability and critical illness)~~disability reinsurance. Creditor insurance covers the outstanding balance on personal, mortgage or commercial loans in the event of death, disability or critical illness and is generally shorter in duration than traditional individual life insurance. The Canada ~~operations are also engaged in Non-Traditional reinsurance which~~Financial Solutions segment consists of longevity and financial reinsurance.



(dollars in thousands)	Three months ended September 30,
	2017						2016
Revenues:	Traditional		Financial Solutions		Total Canada		Traditional		Financial Solutions		Total Canada
Net premiums	$	225,841	$	9,874	$	235,715	$	231,154	$	9,946	$	241,100
Investment income, net of related expenses	51,593		1,120		52,713		45,239		1,037		46,276
Investment related gains (losses), net	2,380		—		2,380		3,832		—		3,832
Other revenues	1,281		1,436		2,717		734		1,376		2,110
Total revenues	281,095		12,430		293,525		280,959		12,359		293,318
Benefits and expenses:
Claims and other policy benefits	193,978		7,170		201,148		175,618		10,567		186,185
Interest credited	6		—		6		8		—		8
Policy acquisition costs and other insurance expenses	50,023		221		50,244		61,019		285		61,304
Other operating expenses	8,299		567		8,866		10,039		347		10,386
Total benefits and expenses	252,306		7,958		260,264		246,684		11,199		257,883
Income before income taxes	$	28,789	$	4,472	$	33,261	$	34,275	$	1,160	$	35,435



(dollars in thousands)	Nine months ended September 30,
	2017						2016
Revenues:	Traditional		Financial Solutions		Total Canada		Traditional			Financial Solutions		Total Canada
Net premiums	$	662,983	$	28,598	$	691,581	$	686,724		$	29,089	$	715,813
Investment income, net of related expenses	140,929		3,515		144,444		134,121			1,649		135,770
Investment related gains (losses), net	8,821		—		8,821		7,757			—		7,757
Other revenues	1,910		4,127		6,037		(731		)	4,159		3,428
Total revenues	814,643		36,240		850,883		827,871			34,897		862,768
Benefits and expenses:
Claims and other policy benefits	566,227		21,888		588,115		524,497			29,005		553,502
Interest credited	15		—		15		17			—		17
Policy acquisition costs and other insurance expenses	143,302		571		143,873		178,178			1,002		179,180
Other operating expenses	24,146		1,292		25,438		27,500			1,010		28,510
Total benefits and expenses	733,690		23,751		757,441		730,192			31,017		761,209
Income before income taxes	$	80,953	$	12,489	$	93,442	$	97,679		$	3,880	$	101,559

Income before income taxes decreased by $2.2 million, or 6.1%, and $8.1 million, or 8.0%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The decrease in income for the third quarter and first nine months is primarily due to unfavorable traditional individual life mortality experience compared to favorable experience in the same periods in 2016, partially offset by favorable experience on longevity business in the current year. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in income before income taxes of $1.7 million and $1.6 million for the three and nine months ended September 30, 2017, as compared to the same periods in 2016.

Traditional Reinsurance

Income before income taxes for the Canada Traditional segment decreased by $5.5 million, or 16.0%, and $16.7 million, or 17.1%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The decrease in income before income taxes for the third quarter and first nine months is primarily due to unfavorable traditional individual life mortality experience compared to favorable experience in the same periods in 2016. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase in income before income taxes of $1.5 million and $1.4 million for the three and nine months ended September 30, 2017, as compared to the same periods in 2016.

Table of Contents

(dollars in thousands) Three months ended September 30,
2016 2015
Revenues: Traditional Non-Traditional Total Canada Traditional Non-Traditional Total Canada
Net premiums $ 231,154
$ 9,946
$ 241,100
$ 200,000
$ 9,275
$ 209,275
Investment income, net of related expenses 45,239
1,037
46,276
44,492
230
44,722
Investment related gains (losses), net 3,832
—
3,832
(3,821 ) —
(3,821 )
Other revenues 734
1,376
2,110
767
1,535
2,302
Total revenues 280,959
12,359
293,318
241,438
11,040
252,478
Benefits and expenses:
Claims and other policy benefits 175,618
10,567
186,185
152,640
7,340
159,980
Interest credited 8
—
8
5
—
5
Policy acquisition costs and other insurance expenses 61,019
285
61,304
46,581
152
46,733
Other operating expenses 10,039
347
10,386
8,140
291
8,431
Total benefits and expenses 246,684
11,199
257,883
207,366
7,783
215,149
Income before income taxes $ 34,275
$ 1,160
$ 35,435
$ 34,072
$ 3,257
$ 37,329

(dollars in thousands) Nine months ended September 30,
2016 2015
Revenues: Traditional Non-Traditional Total Canada Traditional Non-Traditional Total Canada
Net premiums $ 686,724
$ 29,089
$ 715,813
$ 637,510
$ 28,967
$ 666,477
Investment income, net of related expenses 134,121
1,649
135,770
139,683
1,108
140,791
Investment related gains (losses), net 7,757
—
7,757
(2,530 ) —
(2,530 )
Other revenues (731 ) 4,159
3,428
1,869
4,297
6,166
Total revenues 827,871
34,897
862,768
776,532
34,372
810,904
Benefits and expenses:
Claims and other policy benefits 524,497
29,005
553,502
521,916
22,543
544,459
Interest credited 17
—
17
14
—
14
Policy acquisition costs and other insurance expenses 178,178
1,002
179,180
149,503
407
149,910
Other operating expenses 27,500
1,010
28,510
25,564
940
26,504
Total benefits and expenses 730,192
31,017
761,209
696,997
23,890
720,887
Income before income taxes $ 97,679
$ 3,880
$ 101,559
$ 79,535
$ 10,482
$ 90,017

~~Income before income taxes~~Net premiums decreased ~~by $1.9~~$5.3 million, or ~~5.1%~~2.3%, and ~~increased by $11.5~~$23.7 million, or ~~12.8%~~3.5%, for the three and nine months ended September 30, ~~2016~~,2017, as compared to the same periods in ~~2015.~~2016. The decreases in net premiums were primarily due to an anticipated decrease in ~~income~~creditor premiums of $21.0 million and $60.4 million for the third quarter ~~is primarily due to less favorable traditional individual life mortality experience~~ and ~~unfavorable experience on longevity business which was~~first nine months, respectively. These decreases were partially offset by an increase in ~~investment related gains (losses), net, as compared to the same period in 2015. The increase in income for the first nine months is primarily due to favorable~~ traditional individual life ~~mortality experience~~business premiums from annually increasing premium rates on yearly renewable term treaties and ~~an increase in investment related gains (losses), net, partially offset by unfavorable experience on longevity business, as compared to the same period in 2015.~~favorable foreign currency exchange fluctuation. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase ~~(decrease)~~ in ~~income before income taxes~~net premiums of ~~$0.1~~approximately $9.0 million and ~~$(6.0)~~$7.0 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016.

~~Traditional Reinsurance~~

~~Income before~~Net investment income ~~taxes for the Canada Traditional segment~~ increased ~~by $0.2~~$6.4 million, or ~~0.6%~~14.0%, and ~~$18.1~~$6.8 million, or ~~22.8%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016~~, as compared to the same periods in 2015. The increase in income before income taxes for the third quarter is primarily due to a $7.7 million increase in investment related gains (losses), net, offset by less favorable traditional individual life mortality experience. The increase in income before income taxes for the first nine months, is primarily due to favorable traditional individual life mortality experience and a $10.3 million increase in investment related gains (losses), net. Foreign currency exchange fluctuations in the Canadian dollar resulted in an increase (decrease) in income before income taxes of $0.1 million and $(5.3) million for the three and nine months ended September 30, 2016, as compared to the same periods in 2015.

~~Table of Contents~~

~~Net premiums increased $31.2 million, or 15.6%, and $49.2 million, or 7.7%~~5.1%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The increases in ~~net premiums were primarily due to an increase from creditor business of $20.3 million and $52.4 million, as compared to the same periods in 2015. Also contributing to the increase in net premiums~~investment income for the third quarter and the first nine months iswere primarily the result of an increase in the invested asset base due to growth in the underlying ~~yearly renewable term structure on~~business volume and an increase in investment yields from a ~~significant portion~~higher level of ~~the block of business, which generally increases over time.~~variable investment income. Foreign currency exchange fluctuation in the Canadian dollar resulted in an increase ~~(decrease)~~ in net ~~premiums~~investment income of approximately ~~$0.7~~$2.1 million and ~~$(32.9)~~$1.7 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. Premium levels can be significantly influenced~~2016.

Other revenues increased by ~~currency fluctuations, large transactions, mix of business~~$0.5 million and ~~reporting practices of ceding companies and therefore may fluctuate from period to period.~~

~~Net investment income increased $0.7~~$2.6 million ~~or 1.7%, and decreased $5.6 million, or 4.0%,~~ for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The increase in other revenues for the third quarter ~~was~~of 2017 is primarily due to ~~growth~~foreign currency exchange fluctuations. The increase in ~~the invested asset base. The decrease in net investment income~~other revenues for the first nine months ~~ended September 30, 2016, was~~of 2017 is primarily due to ~~adverse foreign currency fluctuations~~fee income from the recapture of ~~approximately $6.6 million. A portion~~a previously assumed block of ~~investment income is allocated to~~individual life business during the ~~segments based upon average assets~~second quarter of 2017.

Loss ratios for this segment were 85.9% and ~~related capital levels deemed appropriate to support~~76.0% for the ~~segment business volumes. Investment performance varies with the composition of investments~~third quarter and ~~the relative allocation of capital to the operating segments.~~

~~Other revenues decreased by $2.6 million, or 139.1%,~~85.4% and 76.4% for the nine months ended September 30, ~~2016, as compared to the same period in 2015. The decrease in other revenues in the first nine months of 2016 was due to unfavorable foreign currency exchange fluctuations.~~

~~Loss ratios for this segment were 76.0%~~2017 and ~~76.3% for the third quarter and 76.4% and 81.9% for the nine months ended September 30,~~ 2016, ~~and 2015,~~ respectively. The ~~decrease~~increases in the loss ratio for the ~~first~~three and nine months of ~~2016,~~2017, as compared to the same ~~period~~periods in ~~2015, is~~2016, are due to ~~favorable~~unfavorable traditional life mortality ~~experience.~~experience compared to favorable experience in the same periods in 2016 and a decrease in creditor business premiums. Loss ratios for the traditional individual life mortality business were ~~94.4%~~99.5% and ~~86.8%~~94.4% for the third quarter and ~~93.4%~~98.7% and ~~95.3%~~93.4% for the first nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. Historically, the loss ratio increased primarily as the result of several large permanent level premium in force blocks assumed in 1997 and 1998. These blocks are mature blocks of long-term permanent level premium business in which mortality as a percentage of net premiums is expected to be higher than historical ratios. The nature of permanent level premium policies requires the Company to set up actuarial liabilities and invest the amounts received in excess of early-year claims costs to fund claims in later years when premiums, by design, continue to be level as compared to expected increasing mortality or claim costs. As such, investment income becomes a more significant component of profitability of these in force blocks. Excluding creditor business, claims and other policy benefits, as a percentage of net premiums and investment income were ~~73.7%~~77.7% and ~~67.8%~~73.7% for the third quarter and ~~73.5%~~77.7% and ~~74.3%~~73.5% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were ~~26.4%~~22.1% and ~~23.3%~~26.4% for the third quarter and ~~25.9%~~21.6% and ~~23.5%~~25.9% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. Overall, while these ratios are expected to remain in a predictable range, they may fluctuate from period to period due to varying allowance levels and product mix. The decrease for the third quarter and first nine months reflects a lower level of creditor business which typically has a higher level of acquisition costs. In addition, the amortization patterns of previously capitalized amounts, which are subject to the form of the reinsurance agreement and the underlying insurance policies, may vary.

Other operating expenses decreased $1.7 million, or 17.3%, and $3.4 million, or 12.2%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily due to a decrease in corporate overhead expenses. Other operating expenses as a percentage of net premiums were ~~4.3%~~3.7% and ~~4.1%~~4.3% for the third quarter and 3.6% and 4.0% for ~~both~~the nine month periods ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. ~~Foreign currency exchange fluctuation in the Canadian dollar resulted in a decrease in operating expenses of approximately $1.2~~

Financial Solutions Reinsurance

Income before income taxes increased by $3.3 million and $8.6 million for the three and nine months ended September 30, ~~2016, as compared to the same period in 2015.~~

~~Non-Traditional Reinsurance~~

~~Income before income taxes decreased by $2.1 million, or 64.4%, and $6.6 million, or 63.0%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016~~,2017, as compared to the same periods in ~~2015.~~2016. The ~~decreases~~increases in income for both the three and nine month periods are primarily due to ~~unfavorable~~favorable experience on longevity ~~business. A weaker~~business in the current-year periods. Foreign currency exchange fluctuations in the Canadian dollar resulted in ~~a decrease~~an increase in income before income taxes of ~~$0.7~~$0.2 million for both the three and nine months ended September 30, ~~2016, as compared to the same period in 2015.~~

~~Net premiums increased $0.7 million, or 7.2%, and $0.1 million, or 0.4%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016~~,2017, as compared to the same periods in ~~2015. A weaker~~2016.

Net premiums decreased $0.1 million, or 0.7%, and $0.5 million, or 1.7%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. Foreign currency exchange fluctuations in the Canadian dollar resulted in ~~a decrease~~an increase in net premiums of approximately ~~$1.4~~$0.4 million for both the three and nine months ended September 30, ~~2016,~~2017, as compared to the same ~~period~~periods in ~~2015. Premium levels can be significantly influenced by currency fluctuations, large transactions, mix~~2016.

Net investment income increased $0.1 million and $1.9 million for the three and nine months ended September 30, 2017, as compared to the same periods in 2016 primarily due to an increase in the invested asset base.

Table of ~~business and reporting practices of ceding companies and therefore may fluctuate from period to period.~~Contents

Claims and other policy benefits ~~increased $3.2~~decreased $3.4 million, or ~~44.0%~~32.1%, and ~~$6.5~~$7.1 million, or ~~28.7%~~24.5%, for the three and nine months ended September 30, ~~2016~~2017 as compared to the same periods in ~~2015.~~2016. The ~~increases~~decreases for the third quarter and first nine months are primarily due to ~~unfavorable~~favorable experience on longevity business. Although reasonably predictable over a period of years, claims can be volatile over shorter periods particularly on a small base of business. Management views recent experience as normal short-term volatility that is inherent in the business.

~~Table of Contents~~

Europe, Middle East and Africa Operations

The Europe, Middle East and Africa (“EMEA”) segment includes business generated by its offices principally in the United Kingdom (“UK”), South Africa, France, Germany, Ireland, Italy, the Netherlands, Poland, Spain and the United Arab ~~Emirates.~~Emirates (“UAE”). EMEA consists of two major segments: Traditional and ~~Non-Traditional.~~Financial Solutions. The Traditional segment primarily provides reinsurance through yearly renewable term and coinsurance agreements on a variety of life, health and critical illness products. Reinsurance agreements may be facultative or automatic agreements covering primarily individual risks and, in some markets, group risks. The ~~Non-Traditional~~Financial Solutions segment consists of reinsurance and other transactions associated with longevity closed blocks, payout annuities, capital management solutions and financial reinsurance.


(dollars in thousands)	Three months ended September 30,																Three months ended September 30,
	2016							2015									2017						2016
Revenues:	Traditional		Non-Traditional			Total EMEA		Traditional			Non-Traditional			Total EMEA			Traditional		Financial Solutions		Total EMEA		Traditional		Financial Solutions			Total EMEA
Net premiums	$	275,514	$	47,018		$	322,532	$	276,111		$	44,584		$	320,695		$	344,211	$	39,294	$	383,505	$	275,514	$	47,018		$	322,532
Investment income, net of related expenses	13,067		33,187			46,254		12,066			17,305			29,371			14,727		30,892		45,619		13,067		33,187			46,254
Investment related gains (losses), net	—		8,159			8,159		(6,878		)	8			(6,870		)	—		1,192		1,192		—		8,159			8,159
Other revenues	489		11,388			11,877		3,051			7,341			10,392			2,034		5,663		7,697		489		11,388			11,877
Total revenues	289,070		99,752			388,822		284,350			69,238			353,588			360,972		77,041		438,013		289,070		99,752			388,822
Benefits and expenses:
Claims and other policy benefits	241,763		45,805			287,568		232,473			37,923			270,396			285,071		35,648		320,719		241,763		45,805			287,568
Interest credited	—		5,540			5,540		(6,798		)	—			(6,798		)	—		2,475		2,475		—		5,540			5,540
Policy acquisition costs and other insurance expenses	14,133		(304		)	13,829		17,680			(511		)	17,169			35,751		327		36,078		14,133		(304		)	13,829
Other operating expenses	24,659		4,925			29,584		25,085			2,592			27,677			24,729		7,638		32,367		24,659		4,925			29,584
Total benefits and expenses	280,555		55,966			336,521		268,440			40,004			308,444			345,551		46,088		391,639		280,555		55,966			336,521
Income before income taxes	$	8,515	$	43,786		$	52,301	$	15,910		$	29,234		$	45,144		$	15,421	$	30,953	$	46,374	$	8,515	$	43,786		$	52,301


(dollars in thousands)	Nine months ended September 30,													Nine months ended September 30,
	2016						2015							2017						2016
Revenues:	Traditional		Non-Traditional		Total EMEA		Traditional		Non-Traditional			Total EMEA		Traditional		Financial Solutions		Total EMEA		Traditional		Financial Solutions		Total EMEA
Net premiums	$	838,810	$	126,108	$	964,918	$	821,602	$	124,678		$	946,280	$	979,733	$	119,809	$	1,099,542	$	838,810	$	126,108	$	964,918
Investment income, net of related expenses	38,556		95,288		133,844		37,247		49,964			87,211		41,032		88,602		129,634		38,556		95,288		133,844
Investment related gains (losses), net	5		8,623		8,628		870		909			1,779		7		8,225		8,232		5		8,623		8,628
Other revenues	2,975		18,466		21,441		4,055		24,371			28,426		4,206		13,799		18,005		2,975		18,466		21,441
Total revenues	880,346		248,485		1,128,831		863,774		199,922			1,063,696		1,024,978		230,435		1,255,413		880,346		248,485		1,128,831
Benefits and expenses:
Claims and other policy benefits	745,342		126,252		871,594		708,722		109,853			818,575		846,476		108,381		954,857		745,342		126,252		871,594
Interest credited	—		8,914		8,914		1,503		—			1,503		—		6,297		6,297		—		8,914		8,914
Policy acquisition costs and other insurance expenses	46,465		226		46,691		43,871		(775		)	43,096		66,263		1,070		67,333		46,465		226		46,691
Other operating expenses	74,306		16,414		90,720		74,127		10,544			84,671		71,488		22,911		94,399		74,306		16,414		90,720
Total benefits and expenses	866,113		151,806		1,017,919		828,223		119,622			947,845		984,227		138,659		1,122,886		866,113		151,806		1,017,919
Income before income taxes	$	14,233	$	96,679	$	110,912	$	35,551	$	80,300		$	115,851	$	40,751	$	91,776	$	132,527	$	14,233	$	96,679	$	110,912

Income before income taxes decreased by $5.9 million, or 11.3%, and increased by ~~$7.2~~$21.6 million, or ~~15.9%, and decreased by $4.9 million, or 4.3%~~19.5%, for the three and nine months ended September 30, ~~2016~~,2017, as compared to the same periods in ~~2015~~.2016. The ~~increase~~decrease in income for the third quarter was primarily due to ~~increased~~lower payout annuity ~~business and longevity closed block~~ income partially offset ~~partly~~ by ~~reduced fee income associated with treaties terminated at the end of 2015.~~favorable mortality experience. The ~~decrease~~increase in income before income taxes for the first nine months was primarily due to ~~reduced fee income business and poor~~favorable individual mortality and ~~morbidity experience, partially offset by increased payout annuity business.~~longevity experience. Foreign currency exchange fluctuations resulted in ~~a decrease~~an increase (decrease) in income before income taxes of ~~$6.0~~$0.8 million and ~~$10.1~~$(8.5) million for the three and nine months ended September 30, ~~2016~~,2017, as compared to the same periods in ~~2015, primarily due to weakness in the British pound.~~2016.

Table of Contents

Traditional Reinsurance

Income before income taxes ~~decreased~~increased by ~~$7.4~~$6.9 million, or ~~46.5%~~81.1%, and ~~$21.3~~$26.5 million, or ~~60.0%~~186.3%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015~~2016. The ~~decreases~~increase in income for the third quarter was primarily due to favorable mortality experience. The increases in income before income taxes ~~were primarily due to unfavorable mortality and morbidity experience. Foreign currency exchange fluctuations had minimal effect on income before income taxes for the three and nine months ended~~ ~~September 30, 2016, as compared to the same periods in 2015.~~

~~Table of Contents~~

~~Net premiums decreased $0.6 million, or 0.2%, and increased by $17.2 million, or 2.1%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016, as compared to the same periods in 2015. The decrease in the third quarter was due to unfavorable foreign currency exchange fluctuations. The increase~~ for the first nine months was primarily due to ~~increased~~business growth and favorable individual ~~life and health premiums somewhat~~mortality experience partially offset by unfavorable ~~foreign currency exchange fluctuations. Unfavorable foreign~~morbidity experience. Foreign currency exchange fluctuations ~~primarily due to the British pound and the South African rand weakening against the U.S. dollar, decreased net premiums by approximately $32.6~~resulted in an increase (decrease) in income before income taxes of $0.7 million and ~~$75.8~~$(0.5) million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. Premiums~~2016.

Net premiums increased $68.7 million, or 24.9%, and $140.9 million, or 16.8%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The increase in the three and nine months was primarily due to increased business volumes, most notably in the UAE, Italy and South Africa related to new treaties in 2017 and favorable growth from ~~new business~~existing treaties. Foreign currency exchange fluctuations increased (decreased) net premiums by approximately $7.3 million and ~~growth~~$(27.8) million for the three and nine months ended September 30, 2017, as compared to the same periods in ~~existing business offset the negative currency effect.~~2016.

A portion of the net premiums for the segment, in each period presented, relates to reinsurance of critical illness coverage, primarily in the UK. This coverage provides a benefit in the event of the diagnosis of a pre-defined critical illness. Net premiums earned from this coverage totaled ~~$49.5~~$49.0 million and ~~$58.1~~$49.5 million for the third quarter and ~~$157.0~~$144.2 million and ~~$174.6~~$157.0 million for the first nine months of 2017 and 2016, ~~and 2015,~~ respectively. ~~Premium levels can be significantly influenced by currency fluctuations, large transactions and reporting practices of ceding companies and therefore can fluctuate from period to period.~~

Net investment income increased ~~$1.0~~$1.7 million, or ~~8.3%~~12.7%, and ~~$1.3~~$2.5 million, or ~~3.5%~~6.4%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The increases were primarily due to an increase in the invested asset base related to increased business ~~volumes and a higher investment yield.~~volumes. Foreign currency exchange fluctuations resulted in ~~a decrease~~an increase (decrease) in net investment income of approximately ~~$1.3~~$0.4 million and ~~$3.2~~$(0.8) million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in 2015. A portion of investment income is allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.2016.

Loss ratios for this segment were ~~87.7%~~82.8% and ~~84.2%~~87.7% for the third quarter and ~~88.9%~~86.4% and ~~86.3%~~88.9% for the first nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~increases~~decreases in loss ratios were primarily due to changes in the mix of business in the third quarter of 2017 reflecting increased volumes of new business with lower loss ratios, reflect unfavorable mortality and morbidity experience compared to the same periods in 2015. Although reasonably predictable over a period of years, claims can be volatile over shorter periods. Management views recent experience as normal short-term volatility that is inherentbut with higher commissions. These higher commissions are reflected in the ~~business.~~

~~Interest credited in 2015 relates to amounts credited to the contractholders~~increases of ~~unit-linked products. In 2016, interest credited related to unit-linked products and the related investment income is reflected in Non-Traditional Reinsurance.~~2017 policy acquisition cost ratios below.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were ~~5.1%~~10.4% and ~~6.4%~~5.1% for the third quarter and ~~5.5%~~6.8% and ~~5.3%~~5.5% for the first nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. ~~These percentages fluctuate~~The increases in policy acquisition cost ratios are due primarily to ~~timing of client company reporting, variations~~changes in the ~~mixture~~mix of business ~~and~~in the ~~relative maturity~~third quarter of ~~the business.~~2017 reflecting increased volumes of new business with higher commissions.

Other operating expenses ~~decreased $0.4~~increased $0.1 million, or ~~1.7%~~0.3%, and ~~increased by $0.2~~decreased $2.8 million, or ~~0.2%~~3.8%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The decrease ~~for the third quarter was due to a decrease in foreign currency exchange fluctuations of $1.8 million. The increase~~ in the first nine months was ~~in line with expected~~primarily due to lower corporate overhead expense ~~levels to support business growth.~~timing and the effect of foreign currency exchange fluctuations. Foreign currency exchange fluctuations resulted in ~~a decrease~~an increase (decrease) in operating expenses of approximately ~~$1.8~~$0.8 million and ~~$5.8~~$(0.4) million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. Other operating expenses as a percentage of net premiums totaled ~~9.0%~~7.2% and ~~9.1%~~9.0% for the third quarter and ~~8.9%~~7.3% and ~~9.0%~~8.9% for the first nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

~~Non-Traditional~~Financial Solutions Reinsurance

Income before income taxes ~~increased~~decreased by ~~$14.6~~$12.8 million, or ~~49.8%~~29.3%, and ~~$16.4~~$4.9 million, or ~~20.4%~~5.1%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015~~2016. The ~~increases~~decreases in income before income taxes were primarily ~~related~~due to a payout annuity ~~reinsurance transaction executed in the fourth quarter of 2015 partially~~experience normalizing after a particularly positive 2016, partly offset by ~~a decrease in fee income. Unfavorable foreign~~favorable longevity business results. Foreign currency exchange fluctuations resulted in ~~a decrease~~an increase (decrease) in income before income taxes totaling ~~$6.2~~$0.1 million and ~~$10.1~~$(7.9) million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016.

Net premiums ~~increased~~decreased by ~~$2.4~~$7.7 million, or ~~5.5%~~16.4%, and ~~$1.4~~$6.3 million, or ~~1.1%~~5.0%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The ~~increases~~decreases in net premiums were ~~primarily~~ due to a new retrocession treaty, executed for risk management purposes effective in the first quarter of 2017, which cedes longevity risk to third parties, partially offset by an increase in premiums ~~on longevity closed blocks. Unfavorable foreign~~from new transactions. Foreign currency exchange fluctuations ~~primarily in the British pound, decreased~~increased (decreased) net premiums by approximately ~~$8.3~~$0.1 million and ~~$13.4~~$(10.5) million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. Premium levels can be significantly influenced by currency fluctuations, large transactions and reporting practices of ceding companies and therefore can fluctuate from period to period.~~2016.

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Table of Contents

Net investment income ~~increased $15.9~~decreased $2.3 million, or ~~91.8%~~6.9%, and ~~$45.3~~$6.7 million, or ~~90.7%~~7.0%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015. These increases were primarily~~2016. The decreases in investment income for the third quarter was due to ~~an increase~~decreases in both investment yields and the invested asset base, ~~related~~while the decrease for the nine-month period was primarily due to foreign currency exchange fluctuations. Foreign currency exchange fluctuations resulted in an increase (decrease) in net investment income of approximately $0.1 million and $(7.3) million for the three and nine months ended September 30, 2017, as compared to the ~~aforementioned payout annuity treaty executed~~same periods in the fourth quarter of 2015. A portion of investment income is allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.2016.

Other revenues ~~increased~~decreased by ~~$4.0~~$5.7 million, or ~~55.1%~~50.3%, and ~~decreased by $5.9~~$4.7 million, or ~~24.2%~~25.3%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The ~~increase in the third quarter was due to the valuation impact of recent mortality experience on certain longevity transactions. The decrease in the first nine months~~decreases in other revenues ~~relate~~were due to ~~reduced fee income associated with treaties terminated at the end of 2015. Fees earned~~experience from ~~this business can vary significantly depending on the size of the transactions and the timing of their completion and, therefore, can fluctuate from period to period.~~a longevity swap normalizing after a particularly positive 2016.

Claims and other policy benefits ~~increased $7.9~~decreased $10.2 million, or ~~20.8%~~22.2%, and ~~$16.4~~$17.9 million, or ~~14.9%~~14.2%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015. Claims~~2016. The decrease in the third quarter and first nine months was primarily due to the aforementioned new longevity retrocession treaty that cedes longevity risk to third parties, net of an increase in claims and other policy benefits ~~increased due~~from new transactions. Foreign currency exchange fluctuations resulted in a decrease in claims and other policy benefits of approximately $9.6 million for the nine months ended September 30, 2017, as compared to ~~increased benefits associated with payout annuity reinsurance transactions executed~~the same period in the fourth quarter of 2015. Although reasonably predictable over a period of years, claims can vary over shorter periods and will vary with large transactions. Management views recent experience as normal.2016.

Interest credited expense decreased by $3.1 million, or 55.3%, and $2.6 million, or 29.4%, for the three and nine months ended September 30, 2017, as compared to the same periods in ~~2016~~2016. Interest credited in this segment relates to amounts credited to the contractholders of unit-linked products. ~~In 2015,~~This amount will fluctuate according to contractholder investment selections, equity returns and interest ~~credited related to unit-linked products was reflected in Traditional Reinsurance.~~rates. The effect on interest credited related to unit-linked products is substantially offset by a corresponding change in investment ~~income and investment related gains (losses), net.~~income.

Other operating expenses increased ~~$2.3~~$2.7 million, or ~~90.0%~~55.1%, and ~~$5.9~~$6.5 million, or ~~55.7%~~39.6%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The increases are primarily due to increased administration costs related to ~~increased~~ longevity ~~business~~transactions and ~~an increase in expenses related to an acquisition in~~are offset partially by the ~~Netherlands completed in the fourth quarter~~effect of ~~2015.~~foreign currency exchange fluctuations. Foreign currency exchange fluctuations resulted in ~~a decrease~~an increase (decrease) in operating expenses of approximately ~~$0.3~~$0.2 million and ~~$0.7~~$(1.0) million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016.

Asia Pacific Operations

The Asia Pacific operations include business generated by its offices principally in Australia, China, Hong Kong, India, Japan, Malaysia, New Zealand, Singapore, South Korea and Taiwan. The Traditional segment’s principal types of reinsurance include individual and group life and health, critical illness, disability ~~superannuation, which are reported within the Traditional segment.~~and superannuation. Superannuation is the Australian government mandated compulsory retirement savings program. Superannuation funds accumulate retirement funds for employees, and, in addition, typically offer life and disability insurance coverage. The ~~Non-Traditional~~Financial Solutions segment includes financial reinsurance, asset-intensive and certain disability and life ~~blocks sourced by the Global Financial Solutions unit.~~blocks. Reinsurance agreements may be facultative or automatic agreements covering primarily individual risks and in some markets, group risks.


(dollars in thousands)	Three months ended September 30,															Three months ended September 30,
	2016						2015									2017							2016
Revenues:	Traditional		Non-Traditional		Total Asia Pacific		Traditional			Non-Traditional			Total Asia Pacific			Traditional		Financial Solutions			Total Asia Pacific		Traditional		Financial Solutions		Total Asia Pacific
Net premiums	$	404,451	$	743	$	405,194	$	400,322		$	2,807		$	403,129		$	536,931	$	19		$	536,950	$	404,451	$	743	$	405,194
Investment income, net of related expenses	21,273		5,827		27,100		19,626			4,482			24,108			23,858		10,556			34,414		21,273		5,827		27,100
Investment related gains (losses), net	—		6,108		6,108		(1,706		)	(175		)	(1,881		)	—		758			758		—		6,108		6,108
Other revenues	1,923		6,359		8,282		3,728			4,306			8,034			871		5,599			6,470		1,923		6,359		8,282
Total revenues	427,647		19,037		446,684		421,970			11,420			433,390			561,660		16,932			578,592		427,647		19,037		446,684
Benefits and expenses:
Claims and other policy benefits	365,115		3,777		368,892		333,739			903			334,642			442,358		6,110			448,468		365,115		3,777		368,892
Interest credited	—		3,308		3,308		—			1,023			1,023			—		7,026			7,026		—		3,308		3,308
Policy acquisition costs and other insurance expenses	4,157		1,482		5,639		41,982			292			42,274			55,891		653			56,544		4,157		1,482		5,639
Other operating expenses	38,553		2,921		41,474		34,973			3,790			38,763			36,847		3,372			40,219		38,553		2,921		41,474
Total benefits and expenses	407,825		11,488		419,313		410,694			6,008			416,702			535,096		17,161			552,257		407,825		11,488		419,313
Income (loss) before income taxes	$	19,822	$	7,549	$	27,371	$	11,276		$	5,412		$	16,688		$	26,564	$	(229	)	$	26,335	$	19,822	$	7,549	$	27,371

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(dollars in thousands)	Nine months ended September 30,															Nine months ended September 30,
	2016						2015									2017						2016
Revenues:	Traditional		Non-Traditional		Total Asia Pacific		Traditional			Non-Traditional			Total Asia Pacific			Traditional		Financial Solutions		Total Asia Pacific		Traditional		Financial Solutions		Total Asia Pacific
Net premiums	$	1,233,222	$	4,936	$	1,238,158	$	1,162,923		$	13,987		$	1,176,910		$	1,557,590	$	2,094	$	1,559,684	$	1,233,222	$	4,936	$	1,238,158
Investment income, net of related expenses	61,601		18,086		79,687		60,273			12,019			72,292			68,105		24,662		92,767		61,601		18,086		79,687
Investment related gains (losses), net	14		14,322		14,336		(1,706		)	(1,202		)	(2,908		)	—		11,525		11,525		14		14,322		14,336
Other revenues	4,580		18,809		23,389		5,669			13,262			18,931			2,724		17,087		19,811		4,580		18,809		23,389
Total revenues	1,299,417		56,153		1,355,570		1,227,159			38,066			1,265,225			1,628,419		55,368		1,683,787		1,299,417		56,153		1,355,570
Benefits and expenses:
Claims and other policy benefits	977,860		15,487		993,347		924,715			11,344			936,059			1,221,091		14,170		1,235,261		977,860		15,487		993,347
Interest credited	—		9,474		9,474		—			1,376			1,376			—		15,595		15,595		—		9,474		9,474
Policy acquisition costs and other insurance expenses	116,432		4,436		120,868		138,229			1,257			139,486			180,007		4,111		184,118		116,432		4,436		120,868
Other operating expenses	109,661		10,727		120,388		95,976			9,937			105,913			105,747		10,472		116,219		109,661		10,727		120,388
Total benefits and expenses	1,203,953		40,124		1,244,077		1,158,920			23,914			1,182,834			1,506,845		44,348		1,551,193		1,203,953		40,124		1,244,077
Income before income taxes	$	95,464	$	16,029	$	111,493	$	68,239		$	14,152		$	82,391		$	121,574	$	11,020	$	132,594	$	95,464	$	16,029	$	111,493

Income before income taxes decreased by $1.0 million, or 3.8%, and increased by $21.1 million, or 18.9%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The decrease in income before income taxes for the third quarter was due to an increase in policy lapses on a financial solutions closed block of business in Japan partially offset by favorable results in the traditional segment. The increase in income before income taxes for the first nine months was primarily due to higher income from offices in Asia driven by business growth, most notably in Hong Kong and Southeast Asia. The prior-year period also included poor claims experience in Australia. The third quarter of 2016 also included a higher level of benefit expense associated with the timing of client reporting on one large treaty in Hong Kong. Foreign currency exchange fluctuations resulted in a decrease to income before income taxes totaling approximately $0.8 million and $0.3 million for the three and nine months ended September 30, 2017, as compared to the same periods in 2016.

Traditional Reinsurance

Income before income taxes increased by ~~$10.7~~$6.7 million,, or ~~64.0%~~34.0%, and ~~$29.1~~$26.1 million, or ~~35.3%~~27.4%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015~~2016. The increases in income before income taxes are primarily ~~attributable~~due to ~~improved mortality experience~~higher income from offices in Asia and gains on derivatives associated with the hedging programs to mitigate currency risks. Unfavorable individual disability claims experience in Australia partially offset the increase in income in the third quarter of 2016.driven by business growth. Foreign currency exchange fluctuations resulted in ~~an increase~~a decrease to income before income taxes totaling approximately ~~$1.2~~$1.0 million and ~~$0.1~~$0.4 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015~~.

~~Traditional Reinsurance~~

~~Income before income taxes increased by $8.5 million, or 75.8%, and $27.2 million, or 39.9%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30,~~ 2016~~, as compared to the same periods in~~ ~~2015~~. The increases in income before income taxes were primarily driven by improved mortality experience in Asia. Unfavorable claims experience in Australia partially offset the increase in income in the third quarter of 2016. Foreign currency exchange fluctuations resulted in an increase to income before income taxes totaling approximately $0.3 million and a decrease of $1.9 million for the ~~three and nine~~ ~~months ended September 30, 2016, as compared to the same periods in~~ ~~2015~~.

Net premiums increased by ~~$4.1~~$132.5 million, or ~~1.0%~~32.8%, and ~~$70.3~~$324.4 million, or ~~6.0%~~26.3%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The increases were driven by both new and existing business written throughout the segment. ~~The increases were dampened by a higher than normal level of premium refunds linked to treaty performance in Australia during the third quarter of 2016.~~ Foreign currency exchange fluctuations resulted in an increase in net premiums of approximately ~~$20.1~~$1.0 million and ~~a decrease in $9.3~~$14.2 million for the three and nine months of ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016.

A portion of the net premiums for the segment, in each period presented, relates to reinsurance of critical illness coverage. This coverage provides a benefit in the event of the diagnosis of a pre-defined critical illness. Reinsurance of critical illness in the segment is offered primarily in South Korea, Australia and Hong Kong. Net premiums earned from this coverage totaled ~~$100.6~~$158.6 million and ~~$86.3~~$100.6 million for the third quarter and ~~$312.3~~$474.8 million and ~~$231.3~~$312.3 million for the first nine months ended September 30, ~~2016~~2017 and ~~2015~~2016, respectively. ~~Premium levels can be significantly influenced by currency fluctuations, large transactions and reporting practices of ceding companies and can fluctuate from period to period.~~

Net investment income increased ~~$1.6~~$2.6 million, or ~~8.4%~~12.2%, and ~~$1.3~~$6.5 million, or ~~2.2%~~10.6%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015.~~2016. The increases were primarily due to a higher invested asset base. Foreign currency exchange fluctuations resulted in an increase in net investment income of approximately ~~$0.8~~$0.5 million and ~~a decrease of $0.9~~$1.3 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in 2015. A portion of investment income is allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.2016.

Other revenues decreased by ~~$1.8 million, or 48.4%, and~~ $1.1 million, or ~~19.2%~~54.7%, and $1.9 million, or 40.5%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. These variances are primarily due to gains and losses related to foreign currency transactions.

Loss ratios for this segment were 82.4% and 90.3% for the third quarter and 78.4% and 79.3% for the first nine months ended September 30, 2017 and 2016, respectively. The decreases in ~~other revenues~~the loss ratios for the third quarter and first nine months of 2017 were primarily due to ~~foreign currency gains recognized~~improved claims experience in Australia compared to the ~~comparable periods of 2015.~~prior year.

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Loss ratios for this segment were 90.3% and 83.4% for the third quarter and 79.3% and 79.5% for the first nine months ended September 30, 2016 and 2015, respectively. The increase in the loss ratio for the third quarter for 2016 was primarily due to unfavorable individual disability claims experience in Australia and additional benefit expense associated with a large treaty in Hong Kong due to adjustments associated with delays in client reporting. The decrease in the loss ratio for the first nine months of 2016 was primarily due to improved mortality experience in Asia. Although reasonably predictable over a period of years, claims can be volatile over shorter periods. Management views recent experience as normal short-term volatility that is inherent in the business.

Policy acquisition costs and other insurance expenses as a percentage of net premiums were ~~1.0%~~10.4% and ~~10.5%~~1.0% for the third quarter and ~~9.4%~~11.6% and ~~11.9%~~9.4% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~decreases in~~third quarter 2016 included the ~~three and nine month periods~~affect of ~~2016 are due primarily to a $40.0 million decrease in policy acquisition costs and other insurance expenses due to~~ adjustments associated with ~~delays in~~ client reporting on one large treaty in Hong Kong. ~~The impact of this decrease in policy acquisition costs and other insurance expenses was partially offset by a $29.3 million increase in claims and policy benefits associated with this treaty.~~ These percentages fluctuate due to timing of client company reporting, premium refunds, variations in the mixture of business and the relative maturity of the business. In addition, as the segment grows, renewal premiums, which have lower allowances than first-year premiums, represent a greater percentage of the total net premiums.

Other operating expenses ~~increased $3.6~~decreased $1.7 million, or ~~10.2%~~4.4%, and ~~$13.7~~$3.9 million, or ~~14.3%~~3.6%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015~~2016 mainly due to ~~increased compensation costs relating to new positions filled during~~ the ~~second half~~timing of ~~2015, primarily in the growing Asian operations based in Hong Kong.~~travel and consultant expenditures. Other operating expenses as a percentage of net premiums totaled ~~9.5%~~6.9% and ~~8.7%~~9.5% for the third quarter and ~~8.9%~~6.8% and ~~8.3%~~8.9% for the first nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The timing of premium flows and the level of costs associated with the entrance into and development of new markets within the segment may cause other operating expenses as a percentage of net premiums to fluctuate over periods of time.

~~Non-Traditional~~Financial Solutions Reinsurance

Income before income taxes ~~increased~~decreased by ~~$2.1~~$7.8 million ~~or 39.5%,~~ and ~~$1.9~~$5.0 million ~~or 13.3%,~~ for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015~~2016. The ~~increases~~decreases in income before income taxes are primarily due to ~~gains on derivatives associated with the hedging programs to mitigate currency risks, partially offset by unfavorable lapse experience~~lower income from a closed block of business associated with a treaty in Japan. Foreign currency exchange fluctuations resulted in an increase to income before income taxes totaling approximately $0.9 million and $1.9 million for the ~~three and nine~~ ~~months ended September 30, 2016, as compared to the same periods in~~ ~~2015~~.

~~Net premiums decreased $2.1 million, or 73.5%, and $9.1 million, or 64.7%, for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2016, as compared to the same periods in 2015. The decreases were primarily due to the aforementioned policy~~higher lapses on apolicies of the aforementioned closed block of business in Japan. Foreign currency exchange fluctuations resulted in an increase in ~~net premiums~~income before income taxes of approximately $0.1 million for both the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. Premium levels can be significantly influenced by currency fluctuations, large transactions and reporting practices of ceding companies and can fluctuate from period to period.~~2016.

Net ~~investment income increased $1.3~~premiums decreased $0.7 million or ~~30.0%~~97.4%, and ~~$6.1~~$2.8 million, or ~~50.5%~~57.6%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015~~2016. The decreases for the third quarter and first nine months were due to higher lapses from policies of the aforementioned closed block of business in Japan. Foreign currency exchange fluctuations had a negligible effect on net premiums for the three and nine months ended September 30, 2017, as compared to the same periods in 2016.

Net investment income increased $4.7 million, or 81.2%, and $6.6 million, or 36.4%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016 mainly due to growth in the invested asset ~~base partially offset by a lower investment yield.~~base. Foreign currency exchange fluctuations resulted in an increase in net investment income of approximately ~~$0.4~~$0.2 million and ~~a decrease of $0.2~~$0.4 million for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in 2015. A portion of investment income is allocated to the various operating segments based on average assets and related capital levels deemed appropriate to support the segment business volumes. Investment performance varies with the composition of investments and the relative allocation of capital to the operating segments.2016.

Other revenues ~~increased~~decreased by ~~$2.1~~$0.8 million, or ~~47.7%~~12.0%, and ~~$5.5~~$1.7 million, or ~~41.8%~~9.2%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015. The increases in other revenues were primarily due to new transactions.~~2016. At September 30, ~~2016~~2017 and ~~2015,~~2016, the amount of reinsurance assumed from client companies, as measured by pre-tax statutory surplus, risk based capital and other financial reinsurance structures was ~~$1.0~~$2.4 billion and ~~$1.2~~$1.0 billion, respectively. Fees earned from this business can vary significantly depending on the size of the transactions and the timing of their completion and, therefore, can fluctuate from period to period.

Claims and other policy benefits increased by ~~$2.9~~$2.3 million, or ~~318.3%~~61.8%, and ~~$4.1~~decreased by $1.3 million, or ~~36.5%~~8.5%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015. These increases are~~2016. The increase in the third quarter was primarily due to higher lapses from policies of the aforementioned closed block of business in Japan. The decrease in the first nine months is attributable to ~~the aforementioned unfavorable lapse experience on~~lower lapses from policies from a closed block of business ~~associated with a treaty~~ in Japan. Although reasonably predictable over a period of years, claims can be volatile over shorter periods. Management views recent experience as normal short-term volatility that is inherent in the business.

~~Table of Contents~~

Other operating expenses increased by $0.5 million, or 15.4%, and decreased by ~~$0.9~~$0.3 million, or ~~22.9%, and increased by $0.8 million, or 8.0%~~2.4%, for the three and nine months ended September 30, ~~2016~~2017, as compared to the same periods in ~~2015,~~2016, respectively. The timing of premium flows and the level of costs associated with the entrance into and development of new markets within the segment may cause other operating expenses to fluctuate over periods of time.

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Corporate and Other

Corporate and Other revenues primarily include investment income from unallocated invested assets and investment related gains and losses. Corporate and Other ~~benefits and~~ expenses consist of the offset to capital charges allocated to the operating segments within the policy acquisition costs and other insurance income line item, unallocated overhead and executive costs, interest expense related to debt, and the investment income and expense associated with the Company’s collateral finance and securitization transactions. Additionally, Corporate and Other includes results from certain wholly-owned subsidiaries and joint ventures that, among ~~others, RGA Technology Partners, a wholly-owned subsidiary that develops~~other activities, develop and ~~markets~~market technology solutions for the insurance industry.


(dollars in thousands)	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Revenues:
Net premiums	$	72		$	133		$	289		$	453		$	23		$	72		$	109		$	289
Investment income, net of related expenses	33,478			31,693			81,589			95,095			41,108			33,478			108,576			81,589
Investment related gains (losses), net	12,258			(30,710		)	51,717			(30,831		)	6,994			12,258			7,856			51,717
Other revenues	4,893			(1,675		)	11,595			3,322			1,502			4,893			9,126			11,595
Total revenues	50,701			(559		)	145,190			68,039			49,627			50,701			125,667			145,190
Benefits and expenses:
Claims and other policy benefits	(15		)	(4		)	6			49			(15		)	(15		)	(1		)	6
Interest credited	622			244			1,588			659			1,799			622			4,420			1,588
Policy acquisition costs and other insurance income	(24,565		)	(22,234		)	(73,526		)	(64,665		)	(26,848		)	(24,565		)	(80,694		)	(73,526		)
Other operating expenses	32,414			31,668			113,367			76,139			45,601			32,414			124,114			113,367
Interest expense	43,063			35,565			96,201			107,043			36,836			43,063			108,590			96,201
Collateral finance and securitization expense	6,484			5,133			19,396			16,462			7,692			6,484			21,235			19,396
Total benefits and expenses	58,003			50,372			157,032			135,687			65,065			58,003			177,664			157,032
Income (loss) before income taxes	$	(7,302	)	$	(50,931	)	$	(11,842	)	$	(67,648	)	$	(15,438	)	$	(7,302	)	$	(51,997	)	$	(11,842	)

~~Income (loss)~~Loss before income taxes ~~improved~~increased by ~~$43.6~~$8.1 million, or ~~85.7%,~~111.4% and ~~$55.8~~$40.2 million, or ~~82.5%, for the three and nine months ended~~ ~~September 30, 2016~~, as compared to the same periods in 2015. The increase in income for the third quarter is primarily due to increased net investment related gains, increased investment income and an increase in other revenues, partially offset by increased interest expense. The increase in income for the first nine months is primarily due to increased net investment related gains, an increase in other revenues, higher insurance income and lower interest expense, partially offset by lower investment income and higher operating expenses.

~~Total revenues increased by $51.3 million and $77.2 million, or 113.4%~~339.1%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015. These increases were primarily due to increases~~2016. The increase in ~~net investment related gains, which include a reduction in impairments on fixed maturity securities of $20.2 million and $13.0 million~~loss before income taxes for the third quarter and first nine months, respectively. Net investment income increased by $1.8 million and decreased by $13.5 million for the third quarter and first nine months, respectively. The increase in investment income for the third quarter was primarily due to an increase in the asset base partially offset by a lower investment yield. The decrease in investment income for the first nine months is primarily due to ~~the effect of a lower~~decreased net investment ~~yield. The increases in~~related gains, decreased other revenues ~~for the third quarter~~ and ~~first nine months were primarily related to favorable foreign currency exchange fluctuations and increases in the cash surrender value of corporate owned life insurance policies.~~

~~Table of Contents~~

higher other operating expenses partially offset by increased investment income.

Total ~~benefits and expenses increased~~revenues decreased by ~~$7.6~~$1.1 million, or ~~15.1%~~2.1%, and ~~$21.3~~$19.5 million, or ~~15.7%~~13.4%, for the three and nine months ended September 30, ~~2016,~~2017, as compared to the same periods in ~~2015.~~2016. The decrease for the third quarter is primarily due to a $5.3 million decrease in investment related gains (losses), net, largely caused by an increase in other-than-temporary impairments on fixed maturity securities and other impairment charges of $3.2 million. The third quarter decrease was partially offset by a $7.6 million increase in investment income related to an increase in unallocated invested assets and higher investment yields, primarily due to a higher level of variable investment income. The decrease for the first nine months is primarily due to a decrease of $43.9 million in investment related gains (losses), net, mainly related to an increase in other-than-temporary impairments on fixed maturity securities and other impairment charges of $12.9 million and a reduction in net gains on the sale of investments of $25.2 million. The decrease for the first nine months was partially offset by an increase of $27.0 million in investment income related to an increase in unallocated invested assets and higher investment yields, primarily due to a higher level of variable investment income.

Total benefits and expenses increased by $7.1 million, or 12.2%, and $20.6 million, or 13.1%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The increase of total benefits and expenses in the third quarter is primarily due to a $13.2 million increase in other operating expenses, primarily related to compensation and consulting expenses, partially offset by a reduction in interest expense of $6.2 million. The increase in total benefits and expenses in the first nine months was primarily due to an increase in interest expense ~~partially~~and other operating expenses offset by an increase in other insurance ~~income. The increase in interest expense in the third quarter is primarily due to the issuance of $800.0 million in long-term debt in June 2016. The increase in other insurance~~ income, ~~in the third quarter is primarily~~ related to the offset to capital charges allocated to the operating segments. The increase in ~~the first nine months is primarily due to higher other operating expenses partially offset by a decrease in~~ interest expense ~~and an increase in other insurance income. The increase in other operating expenses~~ in the first nine months is primarily due to ~~increased compensation, including incentive compensation accruals,~~the issuance of $800.0 million in long-term debt in June 2016, which was partially offset by the repayment of $300.0 million of long-term debt in 2017, and ~~general expenses. The reduction in interest expense is mainly attributable to~~ a lower reduction in tax-related interest expense primarily resulting from settlement with the ~~effective settlement~~taxing authority in 2016.

Table of uncertain tax positions of $15.4 million recognized in the second quarter of 2016. The increase in other insurance income in the first nine months is primarily related to the offset to capital charges allocated to the operating segments.Contents

Liquidity and Capital Resources

Overview

The Company believes that cash flows from the source of funds available to it will provide sufficient cash flows for the next twelve months to satisfy the current liquidity requirements of RGA, Inc. and its subsidiaries under various scenarios that include the potential risk of early recapture of reinsurance treaties, market events and higher than expected claims. The Company performs periodic liquidity stress testing to ensure its asset portfolio includes sufficient high quality liquid assets that could be utilized to bolster its liquidity position under stress scenarios. These assets could be utilized as collateral for secured borrowing transactions with various third parties or by selling the securities in the open market if needed. The Company’s liquidity requirements have been and will continue to be funded through net cash flows from operations. However, in the event of significant unanticipated cash requirements beyond normal liquidity needs, the Company has multiple liquidity alternatives available based on market conditions and the amount and timing of the liquidity need. These alternatives include borrowings under committed credit facilities, secured borrowings, the ability to issue long-term debt, preferred securities or common equity and, if necessary, the sale of invested assets subject to market conditions.

Current Market Environment

The current interest rate environment in select markets, primarily the U.S. and Canada, continues to negatively affect the ~~Company's~~Company’s earnings. ~~The~~However, the Company’s average investment yield, excluding spread business, ~~decreased 24 basis points~~has begun to increase, which for the nine months ended September 30, ~~2016 as compared to~~2017 was 4.61%, 8 basis points above the same period in ~~2015.~~2016. The Company’s insurance liabilities, in particular its annuity products, are sensitive to changing market factors. ~~Lower interest rates for the first six months of 2016 have significantly increased gross~~Gross unrealized gains on fixed maturity and equity securities available-for-sale ~~which totaled $3,578.3~~increased from $2,246.5 million ~~and $1,947.0~~at December 31, 2016 to $2,651.5 million at September 30, ~~2016, and December 31, 2015, respectively. Similarly, gross~~2017. Gross unrealized losses decreased from ~~$627.5~~$374.9 million at December 31, ~~2015~~2016 to ~~$137.3~~$163.2 million at September 30, ~~2016.~~2017.

The Company continues to be in a position to hold any investment security showing an unrealized loss until recovery, provided it remains comfortable with the credit of the issuer. As indicated above, gross unrealized gains on investment securities of ~~$3,578.3~~$2,651.5 million remain well in excess of gross unrealized losses of ~~$137.3~~$163.2 million as of September 30, ~~2016. Historically low interest rates continued to put pressure on the Company’s investment yield.~~2017. The Company does not rely on short-term funding or commercial paper and to date it has experienced no liquidity pressure, nor does it anticipate such pressure in the foreseeable future.

As a result of the June 23, 2016 referendum by British voters to exit the European Union (“Brexit”), global markets and foreign currencies have been adversely affected. In particular, the value of the British pound has sharply declined as compared to the U.S. dollar and other currencies. It is possible this volatility in foreign currencies could continue as the UK negotiates and executes its exit from the European Union. It is also possible that there will be greater restrictions, requirements and regulatory complexities on reinsurance provided in the UK by entities located outside the UK. These changes may adversely affect the Company’s operations and financial results.

The Company projects its reserves to be sufficient, and it would not expect to write down deferred acquisition costs or be required to take any actions to augment capital, even if interest rates remain at current levels for the next five years, assuming all other factors remain constant. While the Company has felt the pressures of sustained low interest rates and volatile equity markets and may continue to do so, its business operations are not overly sensitive to these risks. Although management believes the Company’s current capital base is adequate to support its business at current operating levels, it continues to monitor new business opportunities and any associated new capital needs that could arise from the changing financial landscape.

The Holding Company

RGA is an insurance holding company whose primary uses of liquidity include, but are not limited to, the immediate capital needs of its operating companies, dividends paid to its shareholders, repurchase of common stock and interest payments on its

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indebtedness. The primary sources of RGA’s liquidity include proceeds from its capital-raising efforts, interest income on undeployed corporate investments, interest income received on surplus notes with RGA Reinsurance, RCM and Rockwood Re and dividends from operating subsidiaries. As the Company continues its expansion efforts, RGA will continue to be dependent upon these sources of liquidity. The following tables provide comparative information for RGA (dollars in thousands):


	Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
Interest expense	$	50,826	$	43,965	$	119,700	$	132,217	$	44,697	$	50,826	$	132,018	$	119,700
Capital contributions to subsidiaries	46,002		—		87,002		2,504		10,000		46,002		28,500		87,002
Dividends to shareholders	26,288		24,592		74,034		69,111		32,271		26,288		85,086		74,034
Interest and dividend income	227,819		22,949		283,712		84,643		23,635		227,819		75,916		283,712
Issuance of unaffiliated debt	—		—		799,984		—		—		—		—		799,984

September 30, 2016 December 31, 2015
Cash and invested assets $ 1,459,505
$ 720,068



	September 30, 2017		December 31, 2016
Cash and invested assets	$	862,480	$	1,443,755

See Item 15, Schedule II - “Condensed Financial Information of the Registrant” in the ~~2015~~2016 Annual Report for additional financial information related to RGA.

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The undistributed earnings of substantially all of the Company’s foreign subsidiaries have been reinvested indefinitely in ~~such~~those non-U.S. operations, as described in Note 9 - “Income Tax” of the Notes to Consolidated Financial Statements in the ~~2015~~2016 Annual Report. Under current tax laws, should the Company repatriate such earnings, it may be subject to additional U.S. income taxes and foreign withholding taxes.

RGA endeavors to maintain a capital structure that provides financial and operational flexibility to its subsidiaries, credit ratings that support its competitive position in the financial services marketplace, and shareholder returns. As part of the Company’s capital deployment strategy, is has in recent years repurchased shares of RGA common stock and paid dividends to RGA shareholders, as authorized by the board of directors. RGA’s current share repurchase program, which was approved by the board of directors in January ~~2016,~~2017, authorizes the repurchase of up to $400.0 million of common stock. The pace of repurchase activity depends on various factors such as the level of available cash, an evaluation of the costs and benefits associated with alternative uses of excess capital, such as acquisitions and in force reinsurance transactions, and RGA’s stock price.

Details underlying dividend and share repurchase program activity were as follows (in thousands, except share data):


	Nine months ended September 30,				Nine months ended September 30,
	2016		2015		2017		2016
Dividends to shareholders	$	74,034	$	69,111	$	85,086	$	74,034
Repurchases of treasury stock	116,522		324,306		26,897		116,522
Total amount paid to shareholders	$	190,556	$	393,417	$	111,983	$	190,556

Number of shares repurchased	1,356,892		3,573,797		208,680		1,356,892
Average price per share	$	85.87	$	90.75	$	128.89	$	85.87

In October ~~2016, RGA's~~2017, RGA’s board of directors declared a quarterly dividend of ~~$0.41~~$0.50 per share. All future payments of dividends are at the discretion of RGA’s board of directors and will depend on the Company’s earnings, capital requirements, insurance regulatory conditions, operating conditions, and other such factors as the board of directors may deem relevant. The amount of dividends that RGA can pay will depend in part on the operations of its reinsurance subsidiaries. See Note 3 - ~~"Equity"~~“Equity” in the Notes to Condensed Consolidated Financial Statements for information on the ~~Company's~~Company’s share repurchase program.

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Debt

Certain of the Company’s debt agreements contain financial covenant restrictions related to, among others, liens, the issuance and disposition of stock of restricted subsidiaries, minimum requirements of consolidated net worth, maximum ratios of debt to capitalization and change of control provisions. The Company is required to maintain a minimum consolidated net worth, as defined in the debt agreements, of $3.5 billion, calculated as of the last day of each fiscal quarter. Also, consolidated indebtedness, calculated as of the last day of each fiscal quarter, cannot exceed 35% of the sum of the Company’s consolidated indebtedness plus adjusted consolidated ~~stockholders'~~stockholders’ equity. A material ongoing covenant default could require immediate payment of the amount due, including principal, under the various agreements. Additionally, the Company’s debt agreements contain cross-default covenants, which would make outstanding borrowings immediately payable in the event of a material uncured covenant default under any of the agreements, including, but not limited to, non-payment of indebtedness when due for an amount in excess of $100.0 million, bankruptcy proceedings, or any other event which results in the acceleration of the maturity of indebtedness. As of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, the Company had ~~$3,111.3 million~~$2.8 billion and ~~$2,312.6 million,~~$3.1 billion, respectively, in outstanding borrowings under its debt agreements and was in compliance with all covenants under those agreements. The ability of the Company to make debt principal and interest payments depends on the earnings and surplus of subsidiaries, investment earnings on undeployed capital proceeds, available liquidity at the holding company, and the Company’s ability to raise additional funds.

The Company enters into derivative agreements with counterparties that reference either the Company’s debt rating or its financial strength rating. If either rating is downgraded in the future, it could trigger certain terms in the Company’s derivative agreements, which could negatively affect overall liquidity. For the majority of the Company’s derivative agreements, there is a termination event, at the Company’s option, should the long-term senior debt ratings drop below either BBB+ (S&P) or Baa1 (Moody’s) or the financial strength ratings drop below either A- (S&P) or A3 (Moody’s).

In June 2016, RGA issued 3.95% Senior Notes due September 15, 2026 with a face amount of $400.0 million and 5.75% Fixed-To-Floating Rate Subordinated Debentures due June 15, 2056 with a face amount of $400.0 million. These securities have been registered with the Securities and Exchange Commission. The net proceeds from these offerings were approximately $791.0 million and will be used in part to repay upon maturity the Company’s $300.0 million 5.625% senior notes that mature in March 2017. The remainder will be used for general corporate purposes. Capitalized issue costs were approximately $9.0 million.

The Company may borrow up to $850.0 million in cash and obtain letters of credit in multiple currencies on a revolving credit facility that expires in September 2019. As of September 30, ~~2016~~2017, the Company had no cash borrowings outstanding and ~~$97.4~~$97.2 million in issued, but undrawn, letters of credit under this facility. As of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, the average interest rate on short-term and long-term debt outstanding was ~~5.14%~~5.15% and ~~5.20%~~5.16%, respectively.

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Based on the historic cash flows and the current financial results of the Company, management believes RGA’s cash flows will be sufficient to enable RGA to meet its obligations for at least the next 12 months.

Credit and Committed Facilities

At September 30, ~~2016,~~2017, the Company maintained an $850.0 million syndicated revolving credit facility and certain committed letter of credit facilities aggregating ~~$890.3~~$1,349.1 million. See ~~note~~Note 13 - “Debt” in the Notes to Consolidated Financial Statements in the ~~2015~~2016 Annual Report for further information about these facilities.

The Company has obtained bank letters of credit in favor of various affiliated and unaffiliated insurance companies from which the Company assumes business. These letters of credit represent guarantees of performance under the reinsurance agreements and allow ceding companies to take statutory reserve credits. Certain of these letters of credit contain financial covenant restrictions similar to those described in the “Debt” discussion above. At September 30, ~~2016,~~2017, there were approximately ~~$217.5~~$133.4 million of outstanding bank letters of credit in favor of third parties. Additionally, in accordance with applicable regulations, the Company utilizes letters of credit to secure statutory reserve credits when it retrocedes business to its affiliated subsidiaries. The Company cedes business to its affiliates to help reduce the amount of regulatory capital required in certain jurisdictions, such as the U.S. and the UK. The Company believes the capital required to support the business in the affiliates reflects more realistic expectations than the original jurisdiction of the business, where capital requirements are often considered to be quite conservative. As of September 30, ~~2016, $907.9 million~~2017, $1.5 billion in letters of credit from various banks were outstanding, but undrawn, backing reinsurance between the various subsidiaries of the Company.

Cash Flows

The Company’s principal cash inflows from its reinsurance operations include premiums and deposit funds received from ceding companies. The primary liquidity concerns with respect to these cash flows are early recapture of the reinsurance contract by the ceding company and lapses of annuity products reinsured by the Company. The Company’s principal cash inflows from its invested assets result from investment income and the maturity and sales of invested assets. The primary liquidity concern with respect to

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these cash inflows relates to the risk of default by debtors and interest rate volatility. The Company manages these risks very closely. See “Investments” and “Interest Rate Risk” below.

Additional sources of liquidity to meet unexpected cash outflows in excess of operating cash inflows and current cash and equivalents on hand include selling short-term investments or fixed maturity securities and drawing funds under a revolving credit facility, under which the Company had availability of ~~$752.6~~$752.8 million as of September 30, ~~2016.~~2017. The Company also has ~~$838.3 million~~$1.1 billion of funds available through collateralized borrowings from the FHLB as of September 30, ~~2016.~~2017. As of September 30, ~~2016,~~2017, the Company could have borrowed these additional amounts without violating any of its existing debt covenants.

The Company’s principal cash outflows relate to the payment of claims liabilities, interest credited, operating expenses, income taxes, dividends to shareholders, purchases of treasury stock and principal and interest under debt and other financing obligations. The Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts (See Note 2, “Summary of Significant Accounting Policies” ofin Notes to Consolidated Financial Statements in the ~~Company's 2015~~2016 Annual Report). The Company performs annual financial reviews of its retrocessionaires to evaluate financial stability and performance. The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires nor to the recoverability of future claims. The Company’s management believes its current sources of liquidity are adequate to meet its cash requirements for the next 12 months.

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Summary of Primary Sources and Uses of Liquidity and Capital

The ~~Company's~~Company’s primary sources and uses of liquidity and capital are summarized as follows:


		For the nine months ended September 30,						For the nine months ended September 30,
		2016			2015			2017		2016
		(Dollars in thousands)						(Dollars in thousands)
Sources:	Sources:						Sources:
	Net cash provided by operating activities	$	1,019,872		$	878,466
	Proceeds from issuance of collateral finance and securitization notes	—			160,060
	Proceeds from long-term debt issuance	799,984			—		Net cash provided by operating activities	$	1,104,499	$	1,019,872
	Excess tax benefits from share-based payment arrangement	—			2,884		Proceeds from long-term debt issuance	—		799,984
	Exercise of stock options, net	11,752			12,551		Exercise of stock options, net	4,450		11,752
	Change in cash collateral for derivative positions and other arrangements	24,749			60,202		Change in cash collateral for derivative positions and other arrangements	—		24,749
	Cash provided by changes in universal life and other						Cash provided by changes in universal life and other
	investment type policies and contracts	487,808			—		investment type policies and contracts	438,774		487,808
	Effect of exchange rate changes on cash	25,436			—		Effect of exchange rate changes on cash	43,699		25,436
	Total sources	2,369,601			1,114,163		Total sources	1,591,422		2,369,601

Uses:	Uses:						Uses:
	Net cash used in investing activities	2,247,406			184,942		Net cash used in investing activities	1,056,334		2,247,406
	Dividends to stockholders	74,034			69,111		Dividends to stockholders	85,086		74,034
	Repayment of collateral finance and securitization notes	60,971			19,732		Repayment of collateral finance and securitization notes	56,637		60,971
	Debt issuance costs	9,026			1,074		Debt issuance costs	—		9,026
	Principal payments of long-term debt	1,850			1,776		Principal payments of long-term debt	301,927		1,850
	Purchases of treasury stock	121,896			333,432		Purchases of treasury stock	41,360		121,896
	Cash used for changes in universal life and other						Change in cash collateral for derivatives and other arrangements	46,206		—
	investment type policies and contracts	—			352,365		Total uses	1,587,550		2,515,183
	Effect of exchange rate changes on cash	—			49,708
	Total uses	2,515,183			1,012,140
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	(145,582	)	$	102,023	Net change in cash and cash equivalents	$	3,872	$	(145,582	)

Cash Flows from Operations - The principal cash inflows from the Company’s reinsurance activities come from premiums, investment and fee income, annuity considerations and deposit ~~funds and income tax refunds.~~funds. The principal cash outflows relate to the liabilities associated with various life and health insurance, annuity and disability products, operating expenses, income tax payments and interest on outstanding debt obligations. The primary liquidity concern with respect to these cash flows is the risk of shortfalls in premiums and investment income, particularly in periods with abnormally high claims levels.

Cash Flows from Investments - The principal cash inflows from the Company’s investment activities come from repayments of principal on invested assets, proceeds from maturities of invested assets, sales of invested assets and settlements of freestanding derivatives. The principal cash outflows relate to purchases of investments, issuances of policy loans and settlements of freestanding derivatives. The Company typically has a net cash outflow from investing activities because cash inflows from insurance operations are reinvested in accordance with its asset/liability management discipline to fund insurance liabilities. The Company closely monitors and manages these risks through its credit risk management process. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors and market disruption.

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Financing Cash Flows - The principal cash inflows from the Company’s financing activities come from issuances of RGA debt and equity securities, and deposit funds associated with universal life and other investment type policies and contracts. The principal cash outflows come from repayments of debt, payments of dividends to stockholders, purchases of treasury stock, and withdrawals associated with universal life and other investment type policies and contracts. A primary liquidity concern with respect to these cash flows is the risk of early contractholder and policyholder withdrawal.

Contractual Obligations

The Company’s obligation for long-term debt, including interest, increased by $1,779.9 million since December 31, 2015 primarily related to the June 2016 issuance of senior notes and subordinated debentures as previously discussed. There were no ~~other~~ material changes in the Company’s contractual obligations from those ~~reported in the 2015 Annual Report.~~previously reported.

Asset / Liability Management

The Company actively manages its cash and invested assets using an approach that is intended to balance quality, diversification, asset/liability matching, liquidity and investment return. The goals of the investment process are to optimize after-tax, risk-adjusted investment income and after-tax, risk-adjusted total return while managing the assets and liabilities on a cash flow and duration basis.

The Company has established target asset portfolios for each major insurance product, which represent the investment strategies intended to profitably fund its liabilities within acceptable risk parameters. These strategies include objectives and limits for effective duration, yield curve sensitivity and convexity, liquidity, asset sector concentration and credit quality.

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The Company’s asset-intensive products are primarily supported by investments in fixed maturity securities reflected on the Company’s balance sheet and under funds withheld arrangements with the ceding company. Investment guidelines are established to structure the investment portfolio based upon the type, duration and behavior of products in the liability portfolio so as to achieve targeted levels of profitability. The Company manages the asset-intensive business to provide a targeted spread between the interest rate earned on investments and the interest rate credited to the underlying interest-sensitive contract liabilities. The Company periodically reviews models projecting different interest rate scenarios and their effect on profitability. Certain of these asset-intensive agreements, primarily in the U.S. and Latin America ~~Non-Traditional~~Financial Solutions operating segment, are generally funded by fixed maturity securities that are withheld by the ceding company.

The Company’s liquidity position (cash and cash equivalents and short-term investments) was ~~$1,506.4~~$1,285.2 million and ~~$2,083.6~~$1,277.4 million at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. Cash and cash equivalents includes cash collateral received from derivative counterparties of ~~$305.7~~$174.1 million and ~~$245.0~~$254.5 million as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. This unrestricted cash collateral is included in cash and cash equivalents and the obligation to return it is included in other liabilities in the Company’s condensed consolidated balance sheets. Liquidity needs are determined from valuation analyses conducted by operational units and are driven by product portfolios. Periodic evaluations of demand liabilities and short-term liquid assets are designed to adjust specific portfolios, as well as their durations and maturities, in response to anticipated liquidity needs.

See “Securities Borrowing, Lending and Other” in Note 4 - “Investments” in the Notes to Condensed Consolidated Financial Statements for information related to the Company’s securities borrowing, lending and repurchase/reverse repurchase programs. In addition to its security agreements with third parties, certain RGA’s subsidiaries have entered into intercompany securities lending agreements to more efficiently source securities for lending to third parties and to provide for more efficient regulatory capital management.

The Company is a member of the FHLB and holds ~~$51.8~~$67.9 million of FHLB common stock, which is included in other invested assets on the ~~Company's~~Company’s condensed consolidated balance sheets. Membership provides the Company access to borrowing arrangements (“advances”) and funding agreements, discussed below, with the FHLB. ~~RGA Reinsurance~~The Company did not have any advances from the FHLB at September 30, ~~2016~~2017 and December 31, ~~2015.~~2016. The Company’s average outstanding balance of advances was $8.2 million and $17.0 million during the third quarter and the first nine months of 2017, respectively, and was $0.5 million and $29.5 million during the third quarter and the first nine months of 2016, ~~respectively, and was $6.1 million and $10.7 million during the third quarter and the first nine months of 2015~~, respectively. Interest on advances is reflected in interest expense on the ~~Company's~~Company’s condensed consolidated statements of income.

In addition, the Company has also entered into funding agreements with the FHLB under guaranteed investment contracts whereby the Company has issued the funding agreements in exchange for cash and for which the FHLB has been granted a blanket lien on the ~~Company's~~Company’s commercial and residential mortgage-backed securities and commercial mortgage loans used to collateralize the ~~Company's~~Company’s obligations under the funding agreements. The Company maintains control over these pledged assets, and may use, commingle, encumber or dispose of any portion of the collateral as long as there is no event of default and the remaining qualified collateral is sufficient to satisfy the collateral maintenance level. The funding agreements and the related security agreements represented by this blanket lien provide that upon any event of default by the Company, the ~~FHLB's~~FHLB’s recovery is limited to the amount of the ~~Company's~~Company’s liability under the outstanding funding agreements. The amount of the ~~Company's~~Company’s liability for the funding agreements with the FHLB under guaranteed investment contracts was ~~$956.2 million~~$1.4 billion and ~~$622.1 million~~$1.1 billion at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, which is included in interest sensitive contract liabilities on the ~~Company's~~Company’s condensed

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consolidated balance sheets. The advances on these agreements are collateralized primarily by commercial and residential mortgage-backed securities, commercial mortgage loans, and U.S. Treasury and government agency securities. The amount of collateral exceeds the liability and is dependent on the type of assets collateralizing the guaranteed investment contracts.

Investments

Management of Investments

The Company’s investment and derivative strategies involve matching the characteristics of its reinsurance products and other obligations and to seek to closely approximate the interest rate sensitivity of the assets with estimated interest rate sensitivity of the reinsurance liabilities. The Company achieves its income objectives through strategic and tactical asset allocations, security and derivative strategies within an asset/liability management and disciplined risk management framework. Derivative strategies are employed within the Company’s risk management framework to help manage duration, currency, and other risks in assets and/or liabilities and to replicate the credit characteristics of certain assets. For a discussion of the Company’s risk management process see “Market and Credit Risk” in the “Enterprise Risk Management” section below.

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The Company’s portfolio management groups work with the Enterprise Risk Management function to develop the investment policies for the assets of the Company’s domestic and international investment portfolios. All investments held by the Company, directly or in a funds withheld at interest reinsurance arrangement, are monitored for conformance with the Company’s stated investment policy limits as well as any limits prescribed by the applicable jurisdiction’s insurance laws and regulations. See Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s investments.

Portfolio Composition

The Company had total cash and invested assets of ~~$47.8~~$50.9 billion and ~~$43.5~~$46.0 billion at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, as illustrated below (dollars in thousands):



	September 30, 2017		% of Total		December 31, 2016		% of Total
Fixed maturity securities, available-for-sale	$	36,381,742	71.5	%	$	32,093,625	69.6	%
Mortgage loans on real estate	4,322,329		8.5		3,775,522		8.2
Policy loans	1,340,146		2.6		1,427,602		3.1
Funds withheld at interest	6,020,336		11.8		5,875,919		12.8
Short-term investments	80,582		0.2		76,710		0.2
Other invested assets	1,532,523		3.0		1,591,940		3.5
Cash and cash equivalents	1,204,590		2.4		1,200,718		2.6
Total cash and invested assets	$	50,882,248	100.0	%	$	46,042,036	100.0	%

September 30, 2016 % of Total December 31, 2015 % of Total
Fixed maturity securities, available-for-sale $ 33,536,419
70.2 % $ 29,642,905
68.1 %
Mortgage loans on real estate 3,607,700
7.5
3,129,951
7.2
Policy loans 1,414,963
3.0
1,468,796
3.4
Funds withheld at interest 5,922,656
12.4
5,880,203
13.5
Short-term investments 126,702
0.3
558,284
1.3
Other invested assets 1,777,065
3.7
1,298,120
3.0
Cash and cash equivalents 1,379,693
2.9
1,525,275
3.5
Total cash and invested assets $ 47,765,198
100.0 % $ 43,503,534
100.0 %

Investment Yield

The following table presents consolidated average invested assets at amortized cost, net investment income and investment yield, excluding spread related business. Spread related business is primarily associated with contracts on which the Company earns an interest rate spread between assets and liabilities. To varying degrees, fluctuations in the yield on other spread related business is generally subject to corresponding adjustments to the interest credited on the liabilities (dollars in thousands).


	Three months ended September 30,								Nine months ended September 30,								Three months ended September 30,								Nine months ended September 30,
	2016			2015			Increase/ (Decrease)		2016			2015			Increase/ (Decrease)		2017			2016			Increase/ (Decrease)		2017			2016			Increase/ (Decrease)
Average invested assets at amortized cost	$	24,128,430		$	20,988,046		15.0	%	$	22,982,245		$	20,783,655		10.6	%	$	25,887,338		$	24,128,430		7.3	%	$	25,136,119		$	22,982,245		9.4	%
Net investment income	263,111			240,168			9.6	%	777,157			739,538			5.1	%	305,632			263,111			16.2	%	863,724			777,157			11.1	%
Investment yield (ratio of net investment income to average invested assets)	4.43		%	4.66		%	(23) bps		4.53		%	4.77		%	(24) bps		4.81		%	4.43		%	38 bps		4.61		%	4.53		%	8 bps

Investment yield ~~decreased~~increased for the three and nine months ended September 30, ~~2016~~2017 in comparison to the same period in the prior year primarily due to increased income from bond make-whole premiums and limited partnership and joint venture investments, both of which are included in other invested assets on the ~~effect of low interest rate environment.~~

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condensed consolidated balance sheets.

Fixed Maturity and Equity Securities Available-for-Sale

See “Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables that provide the amortized cost, unrealized gains and losses, estimated fair value of fixed maturity and equity securities, and the other-than-temporary impairments in AOCI by sector as of September 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

The Company’s fixed maturity securities are invested primarily in corporate bonds, mortgage- and asset-backed securities, and U.S. and foreign government securities. As of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, approximately ~~95.0%~~95.7% and ~~94.6%~~95.0%, respectively, of the Company’s consolidated investment portfolio of fixed maturity securities were investment grade.

Important factors in the selection of investments include diversification, quality, yield, call protection and total rate of return potential. The relative importance of these factors is determined by market conditions and the underlying reinsurance liability and existing portfolio characteristics. The largest asset class in which fixed maturity securities were invested was corporate securities, which represented approximately ~~60.2%~~61.9% and ~~59.7%~~61.1% of total fixed maturity securities as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. See “Corporate Fixed Maturity Securities” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables showing the major industry types, which comprise the corporate fixed maturity holdings at September 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

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As of September 30, ~~2016,~~2017, the Company’s investments in Canadian and Canadian provincial government securities represented ~~12.3%~~11.0% of the fair value of total fixed maturity securities compared to ~~12.1%~~11.4% of the fair value of total fixed maturity securities at December 31, ~~2015.~~2016. These assets are primarily high quality, long duration provincial strips, the valuation of which is closely linked to the interest rate curve. These assets are longer in duration and held primarily for asset/liability management to meet Canadian regulatory requirements. See “Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables showing the various sectors as of September 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

The Company references rating agency designations in some of its investments disclosures. These designations are based on the ratings from nationally recognized statistical rating organizations, primarily those assigned by S&P. In instances where a S&P rating is not available the Company references the rating provided by Moody’s and in the absence of both the Company will assign equivalent ratings based on information from the NAIC. The NAIC assigns securities quality ratings and uniform valuations called “NAIC Designations” which are used by insurers when preparing their U.S. statutory filings. Structured securities (mortgage-backed and asset-backed securities) held by the ~~Company's~~Company’s insurance subsidiaries that maintain the NAIC statutory basis of accounting utilize the NAIC rating methodology. The NAIC assigns designations to publicly traded as well as privately placed securities. The designations assigned by the NAIC range from class 1 to class 6, with designations in classes 1 and 2 generally considered investment grade (BBB or higher rating agency designation). NAIC designations in classes 3 through 6 are generally considered below investment grade (BB or lower rating agency designation).

The quality of the Company’s available-for-sale fixed maturity securities portfolio, as measured at fair value and by the percentage of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity security portfolio, at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 was as follows (dollars in thousands):

September 30, 2016 December 31, 2015
NAIC
  Designation

Rating Agency
Designation
Amortized Cost
Estimated
Fair Value
% of Total      Amortized Cost
Estimated
     Fair Value
% of Total
1 AAA/AA/A $ 19,794,556
$ 22,594,066
67.3 % $ 17,801,017
$ 19,231,535
64.8 %
2 BBB 8,660,225
9,296,652
27.7
8,838,444
8,830,172
29.8
3 BB 1,010,694
1,027,001
3.1
1,054,449
1,001,614
3.4
4 B 451,456
441,887
1.3
399,417
359,591
1.2
5 CCC and lower 157,857
151,182
0.5
207,351
197,498
0.7
6 In or near default 23,108
25,631
0.1
22,299
22,495
0.1
Total $ 30,097,896
$ 33,536,419
100.0 % $ 28,322,977
$ 29,642,905
100.0 %

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		September 30, 2017						December 31, 2016
NAIC Designation	Rating Agency Designation	Amortized Cost		Estimated Fair Value		% of Total		Amortized Cost		Estimated Fair Value		% of Total
1	AAA/AA/A	$	22,095,642	$	23,989,873	66.0	%	$	19,813,653	$	21,369,081	66.5	%
2	BBB	10,233,331		10,792,989		29.7		8,834,469		9,162,483		28.5
3	BB	1,107,086		1,143,449		3.1		944,839		955,735		3.0
4	B	360,643		374,478		1.0		414,087		411,138		1.3
5	CCC and lower	86,984		74,093		0.2		187,744		177,481		0.6
6	In or near default	6,282		6,860		—		16,995		17,707		0.1
	Total	$	33,889,968	$	36,381,742	100.0	%	$	30,211,787	$	32,093,625	100.0	%

The Company’s fixed maturity portfolio includes structured securities. The following table shows the types of structured securities the Company held at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (dollars in thousands):


	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Residential mortgage-backed securities:
Agency	$	590,881	$	642,041	$	602,524	$	634,077	$	891,508	$	917,589	$	579,686	$	602,549
Non-agency	656,796		669,651		675,474		677,400		753,871		761,716		678,353		676,027
Total residential mortgage-backed securities	1,247,677		1,311,692		1,277,998		1,311,477		1,645,379		1,679,305		1,258,039		1,278,576
Commercial mortgage-backed securities	1,402,249		1,475,033		1,456,848		1,483,087		1,293,296		1,313,322		1,342,440		1,363,654
Asset-backed securities	1,388,263		1,382,574		1,219,000		1,212,676		1,680,918		1,694,568		1,443,822		1,429,344
Total	$	4,038,189	$	4,169,299	$	3,953,846	$	4,007,240	$	4,619,593	$	4,687,195	$	4,044,301	$	4,071,574

The residential mortgage-backed securities include agency-issued pass-through securities and collateralized mortgage obligations. A majority of the agency-issued pass-through securities are guaranteed or otherwise supported by the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, or the Government National Mortgage Association. The principal risks inherent in holding mortgage-backed securities are prepayment and extension risks, which will affect the timing of when cash will be received and are dependent on the level of mortgage interest rates. Prepayment risk is the unexpected increase in principal payments from the expected, primarily as a result of owner refinancing. Extension risk relates to the unexpected slowdown in principal payments from the expected. In addition, non-agency mortgage-backed securities face credit risk should the borrower be unable to pay the contractual interest or principal on their obligation. The Company monitors its mortgage-backed securities to mitigate exposure to the cash flow uncertainties associated with these risks.

Asset-backed securities include credit card and automobile receivables, student loans, home equity loans and collateralized debt obligations (primarily collateralized loan obligations). The Company owns floating rate securities that represent approximately ~~12.4%~~

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14.0% and 12.9% of the total fixed maturity securities at September 30, ~~2016~~2017 and December 31, ~~2015.~~2016, respectively. These investments have a higher degree of income variability than the other fixed income holdings in the portfolio due to the floating rate nature of the interest payments. The Company holds these investments to match specific floating rate liabilities primarily reflected in the condensed consolidated balance sheets as collateral finance notes, as well as to enhance asset management strategies. In addition to the risks associated with floating rate securities, principal risks in holding asset-backed securities are structural, credit and capital market risks. Structural risks include the securities’ cash flow priority in the capital structure and the inherent prepayment sensitivity of the underlying collateral. Credit risks include the adequacy and ability to realize proceeds from the collateral. Credit risks are mitigated by credit enhancements which include excess spread, over-collateralization and subordination. Capital market risks include general level of interest rates and the liquidity for these securities in the marketplace.

The Company monitors its fixed maturity and equity securities to determine impairments in value and evaluates factors such as financial condition of the issuer, payment performance, the length of time and the extent to which the market value has been below amortized cost, compliance with covenants, general market and industry sector conditions, current intent and ability to hold securities, and various other subjective factors. Based on ~~management's~~management’s judgment, securities determined to have an other-than-temporary impairment in value are written down to fair value. ~~For the nine months ended September 30, 2016, other-than-temporary impairments on corporate and other fixed maturity securities related primarily to emerging market and high-yield debt exposures.~~ See “Investments – Other-than-Temporary Impairment” in Note 2 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in the ~~2015~~2016 Annual Report for additional information. The table below summarizes other-than-temporary impairments and changes in the mortgage loan provision for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 (dollars in thousands).


	Three months ended September 30,					Nine months ended September 30,						Three months ended September 30,				Nine months ended September 30,
	2016		2015			2016			2015			2017		2016		2017		2016
Impairment losses on fixed maturity securities	$	—	$	23,111		$	34,663		$	29,775
Impairment losses on available-for-sale securities:
Fixed maturity securities												$	390	$	—	$	20,980	$	34,663
Equity securities												889		—		889		—
Other impairment losses	15		926			2,178			5,480			1,469		15		7,776		2,178
Change in mortgage loan provision	247		(290		)	(67		)	(819		)	977		247		1,444		(67		)
Total	$	262	$	23,747		$	36,774		$	34,436		$	3,725	$	262	$	31,089	$	36,774

The fixed maturity impairments for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 were largely related to high-yield ~~energy~~corporate securities. The equity impairments for the three and ~~emerging market corporate securities.~~nine months ended September 30, 2017 were related to an equity position received as part of a debt restructuring. In addition, other impairment losses for the three and nine months ended September 30, 2017 and 2016 ~~and September 30, 2015~~ are primarily due to impairments on limited ~~partnerships and changes in the provision for equity release mortgages.~~

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There has been increased focus on the energy sector spurred by lower prices for oil. The Company’s exposure to lower oil prices includes fixed maturity and equity securities, funds withheld at interest, credit default swaps and other investments. The fixed maturity and equity securities, and funds withheld at interest consist of corporate bonds, foreign agency bonds and non-redeemable preferred stock. The following table presents information regarding the Company's exposure to these investments as of September 30, 2016 and December 31, 2015 (dollars in thousands):

September 30, 2016 December 31, 2015
Total energy sector investments, estimated fair value $ 2,498,188
$ 2,342,803
Fixed maturity and equity securities:

Amortized cost $ 2,254,682
$ 2,378,775
Net unrealized gains (losses) 130,002
(157,813 )
Estimated fair value $ 2,384,684
$ 2,220,962
Percentage investment grade 90.2 % 89.0 %
Net written credit default swaps, notional amount $ 99,236
$ 110,608
partnerships.

At September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company had ~~$137.3~~$163.2 million and ~~$627.5~~$374.9 million, respectively, of gross unrealized losses related to its fixed maturity and equity securities. The distribution of the gross unrealized losses related to these securities is shown below.


	September 30, 2016		December 31, 2015		September 30, 2017		December 31, 2016
Sector:
Corporate securities	75.6	%	75.8	%	59.6	%	61.6	%
Canadian and Canada provincial governments	—		0.4		1.5		0.9
Residential mortgage-backed securities	2.8		1.9		5.1		3.6
Asset-backed securities	14.1		2.9		3.1		6.4
Commercial mortgage-backed securities	0.4		1.8		3.3		2.1
State and political subdivisions	3.2		9.2		3.7		3.3
U.S. government and agencies	0.1		1.4		19.0		16.8
Other foreign government, supranational and foreign government-sponsored enterprises	3.8		6.6		4.7		5.3
Total	100.0	%	100.0	%	100.0	%	100.0	%
Industry:
Finance	14.2	%	8.8	%	15.3	%	20.1	%
Asset-backed	14.1		2.9		3.1		6.4
Industrial	51.5		62.1		40.1		32.9
Mortgage-backed	3.2		3.7		8.4		5.7
Government	7.1		17.6		28.9		26.3
Utility	9.9		4.9		4.2		8.6
Total	100.0	%	100.0	%	100.0	%	100.0	%

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See “Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the total gross unrealized losses for fixed maturity and equity securities at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, where the estimated fair value had declined and remained below amortized cost by less than 20% or more than 20%.

See “Unrealized Losses for Fixed Maturity and Equity Securities Available-for-Sale” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for tables that present the estimated fair values and gross unrealized losses, including other-than-temporary impairment losses reported in AOCI, for fixed maturity and equity securities that have estimated fair values below amortized cost, by class and grade security, as well as the length of time the related market value has remained below amortized cost as of September 30, ~~2016~~2017 and December 31, ~~2015.~~

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2016.

As of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company classified approximately ~~7.0%~~5.9% and ~~8.2%~~6.9%, respectively, of its fixed maturity securities in the Level 3 category (refer to Note 6 – “Fair Value of Assets and Liabilities” in the Notes to Condensed Consolidated Financial Statements for additional information). These securities primarily consist of private placement corporate securities, bank loans, Canadian provincial strips, below investment grade ~~commercial and residential~~ mortgage-backed securities ~~collateralized loan obligations~~ and subprime asset-backed securities with inactive trading markets.

Mortgage Loans on Real Estate

Mortgage loans represented approximately ~~7.5%~~8.5% and ~~7.2%~~8.2% of the Company’s cash and invested assets as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The Company’s mortgage loan portfolio consists of U.S. and Canada based investments primarily in commercial offices, light industrial properties and retail locations. The mortgage loan portfolio is diversified by geographic region and property type. Additional information on geographic concentration and property type can be found under ~~"Mortgage~~“Mortgage Loans on Real ~~Estate"~~Estate” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements.

As of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company’s mortgage loans, gross of unamortized deferred loan origination fees and expenses and valuation allowances, were distributed geographically as follows (dollars in thousands):


	September 30, 2016				December 31, 2015				September 30, 2017				December 31, 2016
	Recorded Investment		% of Total		Recorded Investment		% of Total		Recorded Investment		% of Total		Recorded Investment		% of Total
U.S. Region:
Pacific	$	1,094,576	30.3	%	$	894,411	28.5	%	$	1,304,056	30.1		$	1,112,636	29.4	%
South Atlantic	695,783		19.2		663,528		21.2		858,474		19.8		782,509		20.7
Mountain	593,835		16.4		486,699		15.5		688,609		15.9		615,915		16.3
East North Central	409,324		11.3		337,002		10.7		529,007		12.2		422,512		11.2
West North Central	319,937		8.9		274,760		8.8		305,894		7.1		318,212		8.4
West South Central	288,569		8.0		237,549		7.6		359,680		8.3		317,194		8.4
Middle Atlantic	96,813		2.7		151,084		4.8		107,453		2.5		92,683		2.4
East South Central	66,862		1.8		59,630		1.9		97,379		2.2		57,216		1.5
New England	13,836		0.4		32,101		1.0		9,191		0.2		9,346		0.2
Subtotal - U.S.	3,579,535		99.0		3,136,764		100.0		4,259,743		98.3		3,728,223		98.5
Canada	34,911		1.0		—		—		74,254		1.7		54,984		1.5
Total	$	3,614,446	100.0	%	$	3,136,764	100.0	%	$	4,333,997	100.0	%	$	3,783,207	100.0	%

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Valuation allowances on mortgage loans are established based upon inherent losses expected by management to be realized in connection with future dispositions or settlement of mortgage loans, including foreclosures. The valuation allowances are established after management considers, among other things, the value of underlying collateral and payment capabilities of debtors. Any subsequent adjustments to the valuation allowances will be treated as investment gains or losses. See “Mortgage Loans on Real Estate” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for information regarding valuation allowances and impairments.

Policy Loans

Policy loans comprised approximately ~~3.0%~~2.6% and ~~3.4%~~3.1% of the Company’s cash and invested assets as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, the majority of which are associated with one client. These policy loans present no credit risk because the amount of the loan cannot exceed the obligation due the ceding company upon the death of the insured or surrender of the underlying policy. The provisions of the treaties in force and the underlying policies determine the policy loan interest rates. The Company earns a spread between the interest rate earned on policy loans and the interest rate credited to corresponding liabilities.

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Funds Withheld at Interest

Funds withheld at interest comprised approximately ~~12.4%~~11.8% and ~~13.5%~~12.8% of the Company’s cash and invested assets as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. For reinsurance agreements written on a modified coinsurance basis and certain agreements written on a coinsurance basis, assets equal to the net statutory reserves are withheld and legally owned and managed by the ceding company, and are reflected as funds withheld at interest on the Company’s condensed consolidated balance sheets. In the event of a ceding company’s insolvency, the Company would need to assert a claim on the assets supporting its reserve liabilities. However, the risk of loss to the Company is mitigated by its ability to offset amounts it owes the ceding company for claims or allowances against amounts owed by the ceding company. Interest accrues to the total funds withheld at interest assets at rates defined by the treaty terms. Additionally, under certain treaties the Company is subject to the investment performance on the withheld assets, although it does not directly control them. These assets are primarily fixed maturity investment securities and pose risks similar to the fixed maturity securities the Company owns. To mitigate this risk, the Company helps set the investment guidelines followed by the ceding company and monitors compliance. Ceding companies with funds withheld at interest had an average financial strength rating of “A” at September 30, ~~2016~~2017 and December 31, ~~2015.~~2016. Certain ceding companies maintain segregated portfolios for the benefit of the Company.

Other Invested Assets

Other invested assets include equity securities, limited partnership interests, joint ventures (other than operating joint ventures), structured loans, derivative contracts, FVO contractholder-directed unit-linked investments, FHLB common stock ~~real estate held-for-investment~~ and equity release mortgages. Other invested assets represented approximately ~~3.7%~~3.0% and ~~3.0%~~3.5% of the Company’s cash and invested assets as of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. See “Other Invested Assets” in Note 4 – “Investments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the carrying value of the Company’s other invested assets by type as of September 30, ~~2016~~2017 and December 31, ~~2015.~~

2016.

The Company utilizes derivative financial instruments to protect the Company against possible changes in the fair value of its investment portfolio as a result of interest rate changes, to hedge against risk of changes in the purchase price of securities, to hedge liabilities associated with the reinsurance of variable annuities with guaranteed living benefits and to manage the portfolio’s effective yield, maturity and duration. In addition, the Company utilizes derivative financial instruments to reduce the risk associated with fluctuations in foreign currency exchange rates. The Company uses both exchange-traded, centrally cleared, and customized over-the-counter derivative financial instruments.

See Note 5 - “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for a table that presents the notional amounts and fair value of investment related derivative instruments held at September 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

The Company may be exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. Generally, the credit exposure of the Company’s derivative contracts is limited to the fair value at the reporting date plus or minus any collateral posted or held by the Company. The Company had no net credit exposure related to its derivative contracts, excluding futures and mortality swaps, at September 30, 2017 and December 31, 2016, as the net amount of collateral pledged to the Company from counterparties exceeded the fair value of the derivative contracts. ~~The Company had credit exposure related to its derivative contracts, excluding futures and mortality swaps, of $7.8 million at December 31, 2015.~~

The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination. Certain of the ~~Company's~~Company’s OTC derivatives are cleared derivatives, which are bilateral transactions between the Company and a counterparty where the transactions are cleared through a clearinghouse, such that each derivative counterparty is only exposed to the default of the clearinghouse. As ~~exchange-traded~~exchange-

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traded futures are affected through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties. See Note 5 - “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for more information regarding the Company’s derivative instruments.

Enterprise Risk Management

RGA maintains a dedicated Enterprise Risk Management (“ERM”) function that is responsible for analyzing and reporting the Company’s risks on an aggregated basis; facilitating monitoring to ensure the Company’s risks remain within its appetites ~~limits~~ and ~~tolerances;~~limits; and ensuring, on an ongoing basis, that RGA’s ERM objectives are met. This includes ensuring proper risk controls are in place; risks are effectively identified, assessed, and managed; and key risks to which the Company is exposed are disclosed to appropriate stakeholders. The ERM function plays an important role in fostering the Company’s risk management culture and practices.

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Enterprise Risk Management Structure and Governance

The Board of Directors (“the Board”) oversees enterprise risk through its standing committees. The Finance, Investments, and Risk Management ~~(FIRM)~~(“FIRM”) Committee of the Board oversees the management of the Company’s ERM program and policies. The FIRM receives regular reports and assessments which describe the Company’s key risk exposures and include quantitative and qualitative assessments and information about breaches, exceptions, and waivers.

The Company’s Global Chief Risk Officer (“CRO”) leads the dedicated ERM function. The CRO reports to the ~~President~~Chief Executive Officer (“CEO”) and has direct access to the Board through the FIRM Committee with formal reporting occurring quarterly. The CRO is supported by a network of Business Unit Chief Risk Officers and Risk Management Officers throughout the business who are responsible for the analysis and management of risks within their scope. A Lead Risk Management Officer is assigned to each risk to take overall responsibility to monitor and assess the risk consistently across all markets.

In addition to leading the ERM function, the CRO also chairs the Company’s Risk Management Steering Committee (“RMSC”), which is made up of senior management executives, including the ~~Chief Executive Officer ("CEO"), the President,~~CEO, the Chief Financial Officer ~~("CFO"~~(“CFO”), and the Chief Operating Officer, among others. The RMSC ~~approves targets~~provides oversight for the Insurance, Market and ~~limits~~Credit, Capital, and Operational risk committees and retains direct risk oversight responsibilities for ~~each material~~the following:

Company’s global ERM framework, activities, and issues.

Identification, assessments, and management of all known, new and emerging strategic risk atexposures.

Risk appetite statement, including the ~~consolidated level~~ongoing alignment of the risk appetite statement with the Company’s strategy and ~~reviews these limits at least annually. Exposure to these risks is calculated~~capital plans.

Review, revise and ~~presented to the RMSC at least quarterly. Any waiver or exception to established~~approve RGA group-level strategic risk limits ~~needs to be approved by~~consistent with the ~~RMSC.~~ risk appetite statement

The ~~Company also has risk-focused~~Insurance, Market and Credit, Capital, and Operational risk committees ~~such as~~have direct oversight accountability for their respective risks areas including the ~~Business Continuity~~identification, assessments, and ~~Information Governance Steering Committee, Consolidated Investment Committee, Derivatives Risk Oversight Committee, Asset Liability Management Committee, Actuarial Standards Group, Collateral~~management of known, new and ~~Liquidity Committee,~~emerging risk exposures and the ~~Currency Risk Management Committee. These committees are comprised~~review and approval of ~~various~~RGA group-level risk limits

To ensure appropriate oversight of enterprise-wide risk management issues without unnecessary duplication, as well as to foster cross-committee communication and ~~technical experts and have overlapping membership, enabling consistent and holistic management of risks. These committees report directly or indirectly to the RMSC.~~coordination regarding risk issues, risk committee chairs attend RMSC meetings. In addition to the risk committees, ~~at a consolidated level,~~their sub-committees and working groups, some ~~of RGA’s~~RGA operating entities have risk management committees that oversee relevant risks ~~relative~~related to segment-level risk ~~targets and~~ limits.

Enterprise Risk Management Framework

RGA’s ERM framework provides a platform to assess the risk / return profiles of risks throughout the organization to enable enhanced decision making by business leaders. The ERM framework also guides the development and implementation of mitigation strategies to reduce exposures to these risks to acceptable levels.

RGA’s ERM framework includes the following elements:


1.	Risk Culture: Risk management is an integral part of the Company’s culture and is embedded in RGA’s business processes in accordance with RGA’s risk philosophy. As the cornerstone of the ERM framework, a culture of prudent risk management reinforced by senior management plays a preeminent role in the effective management of risks assumed by RGA.

Risk ~~Tolerance Statements: Describes~~Appetite Statement: A general and high level overview of the ~~amount of~~ risk profile RGA aims to achieve to meet its strategic objectives. This statement is then supported by more granular risk limits guiding the ~~Company is willing~~businesses to ~~accept, which take into account the interactions and aggregation of risks across multiple risk areas. These statements provide a framework for managing the Company from an overall risk point of view.~~achieve this Risk Appetite Statement.

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Risk ~~Targets and~~ Limits: ~~Risk Targets are established and managed in conjunction with strategic planning and set the desired range of risk that the Company seeks to assume.~~ Risk Limits establish the maximum amount of ~~each~~defined risk that the Company is willing to assume to remain within the Company’s overall risk ~~tolerance.~~appetite. These risks have been identified by the management of the Company as relevant to manage the overall risk profile of the Company while allowing achievement of strategic objectives.


4.	Risk Assessment Process: RGA uses qualitative and quantitative methods to assess key risks through a portfolio approach, which analyzes established and emerging risks in conjunction with other risks.


5.	Business Specific Limits/Controls: These limits/controls provide additional safeguards against undesired risk exposures and are embedded in business processes. Examples ~~include:~~include maximum retention limits, pricing and underwriting reviews, per issuer limits, concentration limits, and standard treaty language.

Proactive risk monitoring and reporting enable early detection and mitigation of emerging risks. The RMSC ~~monitors~~and its subcommittees monitor adherence to risk ~~targets and~~ limits through the ERM function, which reports regularly to the RMSC and FIRM Committee. The frequency of monitoring is tailored to the volatility assessment and relative priority of each risk. Risk escalation channels coupled with open communication lines enhance the mitigants explained above. The Company has devoted significant resources to developing its ERM program and expects to continue to do so in the future. Nonetheless, the Company’s policies and procedures to identify, manage, and monitor risks may not be fully effective. Many of the Company’s methods for managing risk are based on historical information, which may not be a good predictor of future risk exposures, such as the risk of a pandemic causing a large number of deaths. Management of operational, legal, and regulatory risk relies on policies and procedures which may not be fully effective under all scenarios.

Risk Categories

The Company ~~categorizes~~groups its ~~main~~ risks ~~as insurance~~into the following categories: Insurance risk, ~~market~~Market and Credit risk, ~~credit~~Capital risk, Operational risk and ~~operational~~Strategic risk. Specific risk assessments and descriptions can be found below and in Item 1A –- “Risk Factors” of the ~~2015~~2016 Annual Report.

~~Table of Contents~~

Insurance Risk

Insurance risk is the risk of ~~loss~~lower or negative earnings and potentially a reduction in enterprise value due to ~~experience deviating adversely~~a greater amount of benefits and related expenses paid than expected, or from ~~expectations for mortality, morbidity, longevity and~~non-market related adverse policyholder ~~behavior~~ or ~~lost future profits due to treaty recapture by clients.~~client behavior. The Company uses multiple approaches to managing insurance risk: active insurance risk assessment and pricing appropriately for the risks assumed, transferring undesired risks, and managing the retained exposure prudently. These strategies are explained below.

Insurance Risk Assessment and Pricing

The Company has developed extensive expertise in assessing insurance risks which ultimately forms an integral part of ensuring that it is compensated commensurately for the risks it assumes and that it does not overpay for the risks it transfers to third parties. This expertise includes a vast array of market and product knowledge supported by a large information database of historical experience which is closely monitored. Analysis and experience studies derived from this database help form the basis for the Company’s pricing assumptions which are used in developing rates for new risks. If actual mortality or morbidity experience is materially adverse, some reinsurance treaties allow for increases to future premium rates.

Misestimation of any key risk can threaten the long term viability of the enterprise. Further, the pricing process is a key operational risk and significant effort is applied to ensuring the appropriateness of pricing assumptions. Some of the safeguards the Company uses to ensure proper pricing are: experience studies, strict underwriting, sensitivity and scenario testing, pricing guidelines and controls, authority limits and internal and external pricing reviews. In addition, the ERM function provides pricing oversight which includes periodic pricing audits.

Specific stress scenarios and reverse stress tests are analyzed to better understand how the solvency and rating of the Company may be affected by specific events and to better understand the kind of events the Company's capital position can sustain.

Risk Transfer

To minimize volatility in financial results and reduce the impact of large losses, the Company transfers some of its insurance risk to third parties using vehicles such as retrocession and catastrophe coverage.

Individual Exposure Retrocession

In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of claims paid by ceding reinsurance to other insurance enterprises (or retrocessionaires) under excess coverage and coinsurance contracts. In individual life markets, the Company retains a maximum of $8.0 million of coverage per individual life. In certain limited situations the Company has retained more than $8.0 million per individual life. The Company enters into agreements with other reinsurers to mitigate the residual risk related to the over-retained policies. Additionally, due to some lower face amount reinsurance coverages provided by the Company in addition to individual life, such as group life, disability and health, under certain circumstances, the Company could potentially incur claims totaling more than $8.0 million per individual life.

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Catastrophic Excess Loss Retrocession

The Company seeks to limit its exposure to loss on its assumed catastrophic excess of loss reinsurance agreements by ceding a portion of its exposure to multiple retrocessionaires through retrocession line slips or directly to retrocession markets. The ~~Company retains~~Company’s policy is to retain a maximum of $20.0 million of catastrophic loss exposure per agreement and ~~retrocedes~~to retrocede up to ~~$50.0~~$30.0 million additional loss exposures to the retrocession markets. The Company limits its exposure on a country-by-country (and state-by-state in the U.S.) basis by managing its total exposure to all catastrophic excess of loss agreements bound within a given country to established maximum aggregate exposures. The maximum exposures are established and managed both on gross amounts issued prior to including retrocession and for amounts net of exposures retroceded.

Catastrophe Coverage

The Company accesses the markets each year for annual catastrophic coverages and reviews current coverage and pricing of current and alternate designs. ~~Purchases~~The coverage may vary from year to year based on the Company’s perceived value of such ~~coverages.~~protection. The current policy covers events involving 8 or more insured deaths from a single occurrence and covers $100.0 million of claims in excess of the Company’s $25.0 million deductible.

~~Table of Contents~~

Managing Retained Exposure

The Company retains most of the inbound insurance risk. The Company manages the retained exposure proactively using various mitigating factors such as diversification and limits. Diversification is the primary mitigating factor of short term volatility risk, but it also mitigates adverse impacts of changes in long term trends and catastrophic events. The Company’s insured populations are dispersed globally, diversifying the insurance exposure because factors that cause actual experience to deviate materially from expectations do not affect all areas uniformly and synchronously or in close sequence. A variety of limits mitigate retained insurance risk. Examples of these limits include geographic exposure limits, which set the maximum amount of business that can be written in a given ~~locale,~~country, and jumbo limits, which prevent excessive coverage on a given individual.

In the event that mortality or morbidity experience develops in excess of expectations, some reinsurance treaties allow for increases to future premium rates. Other treaties include experience refund provisions, which may also help reduce RGA’s mortality risk.

RGA has various methods to manage its insurance risks, including access to the capital and reinsurance markets.

Market and Credit Risk

Market and Credit risk is the risk ~~that net~~of lower or negative earnings and potentially a reduction in enterprise value due to changes in the market prices of asset and liability values or results of operations will be affected adversely by changes in market conditions such as market prices, exchange rates, and nominal interest rates. The Company is primarily exposed to interest rate, foreign currency, inflation, real estate and equity risks.liabilities.

Interest Rate Risk

Interest ~~rate~~Rate risk is ~~the potential for loss, on a net asset and liability basis, due to~~risk that changes in the level and volatility of nominal interest rates ~~including both risk-free rate~~affect the profitability, value or solvency position of the Company. This includes credit spread changes and inflation but excludes credit ~~spread changes.~~quality deterioration. This risk arises from many of the Company’s primary activities, as the Company invests substantial funds in interest-sensitive assets, primarily fixed maturity securities, and also has certain interest-sensitive contract liabilities. A prolonged period where market yields are significantly below the book yields of the ~~Company's~~Company’s asset portfolio puts downward pressure on portfolio book yields. The Company has been proactive in its investment strategies, reinsurance structures and overall asset-liability management practices to reduce the risk of unfavorable consequences in this type of environment.

The Company manages interest rate risk to optimize the return on the Company’s capital and to preserve the value created by its business operations within certain constraints. For example, certain management and monitoring processes are designed to minimize the effect of sudden and/or sustained changes in interest rates on fair value, cash flows, and net interest income. The Company manages its exposure to interest rates principally by managing the relative matching of the cash flows of its liabilities and assets.

The Company’s exposure to interest rate price risk and interest rate cash flow risk is reviewed on a quarterly basis. Interest rate price risk exposure is measured using interest rate sensitivity analysis to determine the change in fair value of the Company’s financial instruments in the event of a hypothetical change in interest rates. Interest rate cash flow risk exposure is measured using interest rate sensitivity analysis to determine the Company’s variability in cash flows in the event of a hypothetical change in interest rates.

In order to reduce the exposure to changes in fair values from interest rate fluctuations, the Company has developed strategies to manage the net interest rate sensitivity of its assets and liabilities. In addition, from time to time, the Company has utilized the swap market to manage the sensitivity of fair values to interest rate fluctuations.

Inflation can also have direct effects on the Company’s assets and liabilities. The primary direct effect of inflation is the increase in operating expenses. A large portion of the Company’s operating expenses consists of salaries, which are subject to wage increases at least partly affected by the rate of inflation.

Table of Contents

The Company reinsures annuities with benefits indexed to the cost of living. Some of these benefits are hedged with a combination of CPI swaps and indexed bonds when material.

Long Term Care products have an inflation component linked to the future cost of such services. If health care costs increase at a much larger rate than what is prevalent in the nominal interest rates available in the markets, the Company may not earn enough investment yield to pay future claims on such products.

Foreign Currency Risk

~~The Company~~Foreign currency risk is ~~subject to foreign~~the risk of changes in level and volatility of currency ~~translation, transaction, and net income exposure.~~exchange rates affect the profitability, value or solvency position of the Company. The Company manages its exposure to currency principally by currency matching invested assets with the underlying liabilities to the extent possible. The Company has in place net investment hedges for a portion of its investments in its Canadian operations to reduce excess exposure to these currencies. Translation differences resulting from translating foreign subsidiary balances to U.S. dollars are reflected in stockholders’ equity on the condensed consolidated balance sheets.

The Company generally does not hedge the foreign currency exposure of its subsidiaries transacting business in currencies other than their functional currency (transaction exposure). However, the Company has entered into cross currency swaps to manage exposure to specific currencies. The majority of the Company’s foreign currency transactions are denominated in Australian dollars, British pounds, Canadian dollars, Euros, Japanese yen, Korean won, and the South African rand. The maximum amount of assets held in a specific currency (with the exception of the U.S. dollar) is measured relative to risk targets and is monitored regularly.

~~Table of Contents~~

~~Inflation Risk~~

The primary direct effect on the Company of inflation is the increase in operating expenses. A large portion of the Company’s operating expenses consists of salaries, which are subject to wage increases at least partly affected by the rate of inflation. The rate of inflation also has an indirect effect on the Company. To the extent that a government’s policies to control the level of inflation result in changes in interest rates, the Company’s investment income is affected.

~~The Company reinsures annuities with benefits indexed to the cost of living. Some of these benefits are hedged with a combination of CPI swaps and indexed bonds when material.~~

Real Estate Risk

Real Estate risk is the risk that changes in the level and volatility of real estate market valuations may impact the profitability, value or solvency position of the Company. The Company has investments in direct real estate equity and debt instruments collateralized by real estate (“real estate loans”). Real estate equity risks include significant reduction in valuations, which could be caused by downturns in the broad economy or in specific geographic regions or sectors. In addition, real estate loan risks include defaults, ~~natural disasters,~~ borrower or tenant bankruptcy and reduced liquidity. Real estate loan risks are partially mitigated by the excess of the value of the property over the loan principle, which provides a buffer should the value of the real estate decrease. The Company manages its real estate loan risk by diversifying by property type and geography and through exposure limits.

Equity Risk

Equity risk is the risk that ~~net asset~~changes in the level and ~~liability (e.g. variable annuities~~volatility of equity market valuations affect the profitability, value or solvency position of the company. This risk includes Variable Annuity and other equity linked ~~exposures) values or revenues will be affected adversely by changes in~~exposures and asset related equity ~~markets.~~exposure. The Company assumes equity risk from alternative investments, fixed indexed annuities and variable annuities. The Company uses derivatives to hedge its exposure to movements in equity markets that have a direct correlation with certain of its reinsurance products.

Alternative Investments

Alternative investments are investments in non-traditional asset classes that ~~are most commonly backing~~primarily back the Company’s capital and surplus. The Company generally restricts the alternative investments portfolio to non-liability supporting assets: that is, free surplus. ~~For (re)insurance companies, alternative~~Alternative investments generally encompass: hedge funds, ~~owned commercial real estate,~~ emerging markets debt, distressed debt, commodities, infrastructure, tax credits, and equities, both public and private. The Company mitigates its exposure to alternative investments by limiting the size of the alternative investments ~~holding.~~holding and using per-issuer investment limits.

Fixed Indexed Annuities

The Company reinsures fixed indexed annuities ~~("FIAs"~~(“FIAs”). Credits for FIAs are affected by changes in equity markets. Thus the fair value of the benefit is primarily a function of ~~primarily~~ index returns and volatility. The Company hedges most of the underlying FIA equity ~~exposure.~~exposure with derivatives.

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Variable Annuities

The Company reinsures variable annuities including those with guaranteed minimum death benefits (“GMDB”), guaranteed minimum income benefits (“GMIB”), guaranteed minimum accumulation benefits (“GMAB”) and guaranteed minimum withdrawal benefits (“GMWB”). Strong equity markets, increases in interest rates and decreases in equity market volatility will generally decrease the fair value of the liabilities underlying the benefits. Conversely, a decrease in the equity markets along with a decrease in interest rates and an increase in equity market volatility will generally result in an increase in the fair value of the liabilities underlying the benefits, which has the effect of increasing reserves and lowering earnings. The Company maintains a customized dynamic hedging program that is designed to substantially mitigate the risks associated with income volatility around the change in reserves on guaranteed benefits, ignoring the Company’s own credit risk assessment. However, the hedge positions may not fully offset the changes in the carrying value of the guarantees due to, among other things, time lags, high levels of volatility in the equity and derivative markets, extreme swings in interest rates, unexpected contract holder behavior, and divergence between the performance of the underlying funds and hedging indices. These factors, individually or collectively, may have a material adverse effect on the Company’s net income, financial condition or liquidity. The table below provides a summary of variable annuity account values and the fair value of the guaranteed benefits as of September 30, ~~2016~~2017 and December 31, ~~2015.~~

~~Table of Contents~~

2016.


(dollars in millions)	September 30, 2016		December 31, 2015		September 30, 2017		December 31, 2016
No guarantee minimum benefits	$	739	$	782
No guaranteed minimum benefits					$	940	$	731
GMDB only	58		62		180		58
GMIB only	5		5		23		5
GMAB only	29		33		25		28
GMWB only	1,370		1,425		1,361		1,334
GMDB / WB	342		359		340		335
Other	20		22		33		19
Total variable annuity account values	$	2,563	$	2,688	$	2,902	$	2,510
Fair value of liabilities associated with living benefit riders	$	276	$	192	$	168	$	185

Credit Risk

Credit risk is the risk of loss due to counterparty (obligor, client, retrocessionaire, or partner) credit deterioration or unwillingness to meet its obligations. Credit risk has two forms: investment credit risk (asset default and credit migration) and insurance counterparty risk.

~~Investment Credit Risk~~

~~Investment credit~~ risk, which includes default risk, is risk of loss due to credit quality deterioration of an individual financial ~~investment,~~asset, derivative or non-derivative contract or instrument. Credit quality deterioration may or may not be accompanied by a ratings downgrade. Generally, the ~~investment~~ credit exposure for ~~fixed maturity securities~~an asset is limited to the fair value, net of any collateral received, at the reporting date.

Investment Credit Risk

Investment credit risk is credit risk related to invested assets. The Company manages investment credit risk using per-issuer investment limits. In addition to per-issuer limits, the Company also limits the total amounts of investments per rating category. An automated compliance system checks for compliance for all investment positions and sends warning messages when there is a breach. The Company manages its credit risk related to over-the-counter derivatives by entering into transactions with creditworthy counterparties, maintaining collateral arrangements and through the use of master agreements that provide for a single net payment to be made by one counterparty to another at each due date and upon termination. Because futures are transacted through regulated exchanges, and positions are marked to market on a daily basis, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties to such derivative instruments.

The Company enters into various collateral arrangements, which require both the posting and accepting of collateral in connection with its derivative instruments. Collateral agreements contain attachment thresholds that vary depending on the posting party’s financial strength ratings. Additionally, a decrease in the Company’s financial strength rating to a specified level results in potential settlement of the derivative positions under the Company’s agreements with its counterparties. A committee is responsible for setting rules and approving and overseeing all transactions requiring collateral. See “Credit Risk” in Note 5 –- “Derivative Instruments” in the Notes to Condensed Consolidated Financial Statements for additional information on credit risk related to derivatives.

~~Insurance~~ Counterparty Risk

~~Insurance counterparty~~Counterparty risk is the potential for the Company to incur losses due to a client, retrocessionaire, or partner becoming distressed or insolvent. This includes run-on-the-bank risk and collection risk.

Run-on-the-Bank

The risk that a client’s in force block incurs substantial surrenders and/or lapses due to credit impairment, reputation damage or other market changes affecting the counterparty. Substantially higher than expected surrenders and/or lapses could result in inadequate in force business to recover cash paid out for acquisition costs.

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Collection Risk

For clients and retrocessionaires, this includes their inability to satisfy a reinsurance agreement because the right of offset is disallowed by the receivership court; the reinsurance contract is rejected by the receiver, resulting in a premature termination of the contract; and/or the security supporting the transaction becomes unavailable to RGA.

The Company manages ~~insurance~~ counterparty risk by limiting the total exposure to a single counterparty and by only initiating contracts with creditworthy counterparties. In addition, some of the counterparties have set up trusts and letters of credit, reducing the Company’s exposure to these counterparties.

~~Table of Contents~~

Generally, RGA’s insurance subsidiaries retrocede amounts in excess of their retention to certain other RGA ~~Reinsurance, Parkway Re, RGA Barbados, RGA Americas, Rockwood Re, Manor Re, RGA Worldwide or RGA Atlantic.~~insurance subsidiaries. External retrocessions are arranged through the Company’s retrocession pools for amounts in excess of its retention. As of September 30, ~~2016,~~2017, all retrocession pool members in this excess retention pool rated by the A.M. Best Company were rated “A-” or better. A rating of “A-” is the fourth highest rating out of ~~fifteen~~sixteen possible ratings. For a majority of the retrocessionaires that were not rated, letters of credit or trust assets have been given as additional security. In addition, the Company performs annual financial and in force reviews of its retrocessionaires to evaluate financial stability and performance.

The Company has never experienced a material default in connection with retrocession arrangements, nor has it experienced any material difficulty in collecting claims recoverable from retrocessionaires; however, no assurance can be given as to the future performance of such retrocessionaires or as to the recoverability of any such claims.

Aggregate Counterparty Limits

In addition to investment credit limits and ~~insurance~~ counterparty limits, there are aggregate counterparty risk limits which include counterparty exposures from reinsurance, financing and investment activities at an aggregated level to control total exposure to a single counterparty. Counterparty risk aggregation is important because it enables the Company to capture risk exposures at a comprehensive level and under more extreme circumstances compared to analyzing the components individually.

All counterparty exposures are calculated on a quarterly basis, reviewed by management and monitored by the ERM function.

~~Operational Risks~~Capital Risk

~~Operational risks represent~~Capital risk is the risk of ~~loss,~~lower or ~~lost~~negative earnings and a potential reduction in enterprise value, and/or the ability to conduct business ~~opportunities,~~ due to inadequate or failed internal processes, people, or systems or due to external events. These risks are sometimes residual risks after insurance, market, and credit risks have been identified. Identified operational risks are divided into four areas and are evaluated through a quarterly qualitative assessment involving Risk Management Officers across RGA’s business units. The four areas include the following:

~~Process Risks~~

Process risks include known factors within the Company’s key operational processes (such as administration, claims, underwriting, investment operations, retrocession, pricing process, disruption of operations, information security, andinsufficient financial ~~reporting) that could have potential effects on the Company’s ability to meet business objectives.~~

~~Legal/Regulatory Risks~~

Legal and regulatory risks include the various legal, compliance, sovereign, and regulatory obligations and concerns faced by the Company. This risk area often intersects with the Company's core operational process risk areas. Given the scope of the Company’s business and the number of countries in which it operates, this set of risks has the potential to affect the business locally, regionally, or globally.

~~Financial Risks~~

~~Financial risks take into account known factors related to fraud, collateral, expenses,~~capacity. Collateral, financing, liquidity and tax ~~and valuation. There are many aspects to this set of~~ risks ~~that~~ are important to the operations of the Company and its ability to meet obligations with its clients, shareholders and regulators.

~~Intangibles Risks~~Operational Risk

~~Intangibles~~Operational risk is the risk of lower or negative earnings and a potential reduction in enterprise value caused by the inadequacy or failure of internal processes, people and systems, or from the adverse impact of external events or actors. The Company regularly monitors the risks ~~include~~related to human capital, ~~ratings, reputation,~~fraud, business conduct and ~~strategy. These~~governance, disruption of operations, business operations and privacy and security related matters. Operational risks are core to managing the Company’s brand and market confidence as well as maintaining its ability to acquire and retain the appropriate expertise to execute and operate the business.

Strategic Risk

Strategic risk is the risk of lower or negative earnings and a potential reduction in enterprise value related to the planning, implementation, and management of the Company’s business plans and strategies. This includes the risks associated with the global environment in which it operates; future law and regulation changes; political and sovereign risks; and relationships with key external parties.

New Accounting Standards

See Note 1312 — “New Accounting Standards” in the Notes to Condensed Consolidated Financial Statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in the Company’s quantitative or qualitative aspects of market risk during the quarter ended September 30, ~~2016~~2017 from that disclosed in the ~~2015~~2016 Annual Report. See “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market and Credit Risk”, which is included herein, for additional information.

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ITEM 4. Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective.

There was no change in the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended September 30, ~~2016,~~2017, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

ITEM 1A. Risk Factors

There were no material changes from the risk factors disclosed in the ~~2015~~2016 Annual ~~Report, as updated by the risk factors disclosed in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2016.~~Report.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes RGA’s repurchase activity of its common stock during the quarter ended September 30, ~~2016:~~2017:

Total Number of Shares
Purchased (1)

Average Price Paid per
Share

Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (1)

Maximum Number (or
Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
the Plan or Program
July 1, 2016 -
July 31, 2016
4,873
$ 92.81
4,681
$ 283,478,453
August 1, 2016 -
August 31, 2016
5,989
$ 102.33
—
$ 283,478,453
September 1, 2016 -
September 30, 2016
359
$ 108.45
—
$ 283,478,453



	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Program
July 1, 2017 - July 31, 2017	1,320	$	131.02	—	$	400,000,000
August 1, 2017 - August 31, 2017	25,841	$	140.23	—	$	400,000,000
September 1, 2017 - September 30, 2017	209,344	$	128.91	208,680	$	373,103,074

(1)

RGA repurchased ~~4,681~~208,680 shares of common stock under its share repurchase program for ~~$0.4~~$26.9 million during ~~July 2016.~~September 2017. The Company net settled - issuing ~~714, 17,144~~3,190, 65,078 and ~~1,030~~2,648 shares from treasury and repurchasing from recipients ~~192, 5,989~~1,320, 25,841 and ~~359~~664 shares in July, August and September, respectively, in settlement of income tax withholding requirements incurred by the recipients of an equity incentive award.

On January ~~21, 2016,~~26, 2017, RGA’s board of directors authorized a share repurchase program, with no expiration date, for up to $400.0 million of ~~the~~ RGA’s outstanding common stock. In connection with this authorization, the board of directors terminated the stock repurchase authority granted in ~~2015.~~2016.

ITEM 6. Exhibits

See index to exhibits.

8583

Table of Contents

INDEX TO EXHIBITS




Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed November 25, 2008.

3.2		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed July 18, 2014.

31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURES

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



	Reinsurance Group of America, Incorporated
Date: November 2, ~~2016~~2017	By:	/s/ ~~A. Greig Woodring~~Anna Manning
		~~A. Greig Woodring~~Anna Manning
		President & Chief Executive Officer
		(Principal Executive Officer)
Date: November 2, ~~2016~~2017	By:	/s/ Todd C. Larson
		Todd C. Larson
		Senior Executive Vice President & Chief Financial Officer
		(Principal Financial and Accounting Officer)

8685

~~Table of Contents~~

~~INDEX TO EXHIBITS~~




~~Exhibit~~ ~~Number~~		~~Description~~

~~3.1~~		~~Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed November 25, 2008.~~

~~3.2~~		~~Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed July 18, 2014.~~

~~4.1~~		Third Supplemental Indenture, dated as of June 8, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed June 8, 2016.

~~4.2~~		Fourth Supplemental Indenture, dated as of June 8, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed June 8, 2016.

~~4.3~~		~~Form of 3.95% Senior Note due 2026, incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed June 8, 2016.~~

~~4.4~~		~~Form of 5.75% Fixed-to-Floating Rate Subordinated Debenture due 2056, incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed June 8, 2016.~~

~~31.1~~		~~Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~



	September 30, 2016				December 31, 2015
Internal credit quality grade:	Recorded Investment		% of Total		Recorded Investment		% of Total
High investment grade	$	2,097,202	58.0	%	$	1,621,601	51.7	%
Investment grade	1,430,439		39.6		1,397,996		44.6
Average	44,097		1.2		87,196		2.8
Watch list	35,794		1.0		13,550		0.4
In or near default	6,914		0.2		16,421		0.5
Total	$	3,614,446	100.0	%	$	3,136,764	100.0	%



	September 30, 2016		December 31, 2015
Limited partnerships and real estate joint ventures	$	318,932	$	263,163
Commercial mortgage loans	143,870		86,325
Bank loans	50,986		48,686
Equity release mortgages	51,671		8,504
Private placements	8,969		—



	September 30, 2016			December 31, 2015
Total energy sector investments, estimated fair value	$	2,498,188		$	2,342,803
Fixed maturity and equity securities:
Amortized cost	$	2,254,682		$	2,378,775
Net unrealized gains (losses)	130,002			(157,813		)
Estimated fair value	$	2,384,684		$	2,220,962
Percentage investment grade	90.2		%	89.0		%
Net written credit default swaps, notional amount	$	99,236		$	110,608