UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


FORM 8‑K
 

 
CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 8, 2015
 

HC2 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Delaware
001‑35210
54‑1708481
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS. Employer Identification No.)

505 Huntmar Park Drive #325
Herndon, VA 20170
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 865‑0700

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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


EXPLANATORY NOTE

On April 15, 2015, HC2 Holdings, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K with the Securities and Exchange Commission announcing that the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Continental General Corporation, a Nebraska corporation, and Great American Financial Resources, Inc., a Delaware corporation (collectively, the “Sellers”), pursuant to which the Company agreed to purchase from the Sellers all of the issued and outstanding shares of common stock of United Teacher Associates Insurance Company, a Texas life insurance company (“UTAIC”), and Continental General Insurance Company, an Ohio life insurance company (“CGIC” and, together with UTAIC, the “Acquired Businesses”), as well as all assets owned by the Sellers or their affiliates that are used exclusively or primarily in the business of the Acquired Businesses, subject to certain exceptions (the “Acquisitions”).

In connection with the Acquisitions, the Company is furnishing this Current Report on Form 8-K in order to make publicly available certain historical financial information of the Acquired Businesses and unaudited pro forma financial information of the Company reflecting the Acquisitions as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Audited financial statements of United Teacher Associates Insurance Company, as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014, and the notes related thereto.

Unaudited financial statements of United Teacher Associates Insurance Company as of December 31, 2014 and June 30, 2015 and for the year ended December 31, 2014 and the six months ended June 30, 2015, and the notes related thereto.

Audited financial statements of Continental General Insurance Company, as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014, and the notes related thereto.

Unaudited financial statements of Continental General Insurance Company as of December 31, 2014 and June 30, 2015 and for the year ended December 31, 2014 and the six months ended June 30, 2015, and the notes related thereto.

(b) Pro Forma Financial Information

Unaudited pro forma condensed combined balance sheet as of June 30, 2015, unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the six months ended June 30, 2015, and the notes related thereto.

(d) Exhibits

Exhibit No.    
 
Description
     
2.1
 
Stock Purchase Agreement, dated as of April 13, 2015, by and among HC2 Holdings, Inc., Continental General Corporation and Great American Financial Resources, Inc. (incorporated by reference to Exhibit 2.1 to HC2’s Current Report on Form 8-K, filed on April 15, 2015) (File No. 001-35210).
     
 
Audited financial statements of United Teacher Associates Insurance Company, as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014 and the notes related thereto.
     
 
Unaudited financial statements of United Teacher Associates Insurance Company as of December 31, 2014 and June 30, 2015 and for the year ended December 31, 2014 and the six months ended June 30, 2015, and the notes related thereto.
     
 
Audited financial statements of Continental General Insurance Company, as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014, and the notes related thereto.
     
 
Unaudited financial statements of Continental General Insurance Company as of December 31, 2014 and June 30, 2015 and for the year ended December 31, 2014 and the six months ended June 30, 2015, and the notes related thereto.
     
 
Unaudited pro forma condensed combined balance sheet as of June 30, 2015, unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the six months ended June 30, 2015, and the notes related thereto.
 

SIGNATURE

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

 
HC2 Holdings, Inc.
 
(Registrant)
     
Date: September 8, 2015
By:
/s/ Michael Sena
 
Name:
Michael Sena
 
Title:
Chief Financial Officer
   
(Principal Financial and Accounting Officer)

 


Exhibit 99.1
 

   
Ernst & Young LLP
1900 Scripps Center
312 Walnut Street
Cincinnati, OH 45202
 
Tel: +1 513 612 1400
Fax: +1 513 612 1730
ey.com
 
 

Report of Independent Auditors

Board of Directors
United Teacher Associates Insurance Company

We have audited the accompanying financial statements of United Teacher Associates Insurance Company, which comprise the balance sheets as of December 31, 2014 and 2013, and the related statement of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United Teacher Associates Insurance Company at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
 
September 3, 2015

A member firm of Ernst & Young Global Limited
 
1

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
BALANCE SHEET
(Dollars in Thousands, Except Per Share Data)

   
December 31
 
   
2014
   
2013
 
Assets:
       
Cash and cash equivalents
 
$
42,372
   
$
19,774
 
Investments:
               
Fixed maturities, available for sale at fair value (amortized cost - $861,910 and $835,844)
   
983,088
     
903,645
 
Equity securities, available for sale at fair value (cost - $59,441 and $38,354)
   
61,833
     
39,988
 
Policy loans
   
15,930
     
16,361
 
Other investments
   
2,455
     
4,683
 
 
Total cash and investments
   
1,105,678
     
984,451
 
 
Recoverables from reinsurers
   
185,128
     
184,077
 
Deferred policy acquisition costs
   
52,133
     
52,725
 
Accrued investment income
   
11,535
     
11,449
 
Other assets
   
6,160
     
4,785
 
 
Total assets
 
$
1,360,634
   
$
1,237,487
 
 
Liabilities and Equity:
               
Annuity benefits accumulated
 
$
194,785
   
$
199,945
 
Life, accident and health reserves
   
947,642
     
793,393
 
Net deferred tax liability
   
3,483
     
12,382
 
Other liabilities
   
12,541
     
16,208
 
 
Total liabilities
   
1,158,451
     
1,021,928
 
 
Shareholder's Equity:
               
Common stock, par value - $1 per share:
               
- 5,000,000 shares authorized
               
- 2,500,005 shares issued and outstanding
   
2,500
     
2,500
 
Capital surplus
   
149,040
     
138,119
 
Retained earnings
   
30,336
     
39,423
 
Accumulated other comprehensive income, net of tax
   
20,307
     
35,517
 
 
Total shareholder's equity
   
202,183
     
215,559
 
 
Total liabilities and shareholder's equity
 
$
1,360,634
   
$
1,237,487
 

See notes to financial statements.
 
2

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF OPERATIONS
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Revenues:
           
Life, accident and health net earned premiums
 
$
70,883
   
$
72,883
   
$
152,646
 
Net investment income
   
59,942
     
53,724
     
52,797
 
Realized gains (losses) on securities (*)
   
(5,505
)
   
7,809
     
21,056
 
Other income
   
19
     
183
     
369
 
 
Total revenues
   
125,339
     
134,599
     
226,868
 
 
Cost and expenses:
                       
Annuity benefits
   
6,274
     
7,957
     
8,341
 
Life, accident and health benefits
   
106,742
     
103,741
     
192,213
 
Insurance acquisition expenses, net
   
15,094
     
19,162
     
99,848
 
Other operating and general expenses
   
11,759
     
15,542
     
19,184
 
 
Total costs and expenses
   
139,869
     
146,402
     
319,586
 
 
Loss before income taxes
   
(14,530
)
   
(11,803
)
   
(92,718
)
Income tax benefit
   
(5,443
)
   
(4,575
)
   
(32,533
)
 
Net loss
 
$
(9,087
)
 
$
(7,228
)
 
$
(60,185
)
 
(*)  Consists of the following:
                       
 
Realized gains (losses) before impairments
 
$
(769
)
 
$
9,084
   
$
21,320
 
 
Losses on securities with impairment
   
(4,877
)
   
(1,275
)
   
(253
)
Non-credit portion recognized in other comprehensive income (loss)
   
141
     
-
     
(11
)
Impairment charges recognized in earnings
   
(4,736
)
   
(1,275
)
   
(264
)
Total realized gains (losses) on securities
 
$
(5,505
)
 
$
7,809
   
$
21,056
 

See notes to financial statements.
 
3

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Comprehensive Income (Loss):
           
Net loss
 
$
(9,087
)
 
$
(7,228
)
 
$
(60,185
)
Other comprehensive income (loss), net of tax:
                       
Net unrealized gains (losses) on securities:
                       
Unrealized holding gains (losses) on securities arising during the period
   
(18,788
)
   
33,457
     
13,972
 
Reclassification adjustment for realized losses (gains) included in net loss
   
3,578
     
(5,076
)
   
(13,686
)
Total net unrealized gains (losses) on securities
   
(15,210
)
   
28,381
     
286
 
Total comprehensive income (loss), net of tax
 
$
(24,297
)
 
$
21,153
   
$
(59,899
)

See notes to financial statements.
 
4

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF CHANGES IN EQUITY
(Dollars in Thousands)

           
Shareholder's Equity
     
                             
   
Common
Shares
   
Common Stock
and Capital
Surplus
   
Retained
Earnings
   
Accumulated
Other Comp
Inc (Loss)
   
Total
 
Balance at January 1, 2012
   
2,500,005
   
$
98,324
   
$
106,836
   
$
6,850
   
$
212,010
 
Net loss
   
-
     
-
     
(60,185
)
   
-
     
(60,185
)
Other comprehensive income
   
-
     
-
     
-
     
286
     
286
 
Capital contribution from parent
   
-
     
4,000
     
-
     
-
     
4,000
 
Other
   
-
     
644
     
-
     
-
     
644
 
Balance at December 31, 2012
   
2,500,005
   
$
102,968
   
$
46,651
   
$
7,136
   
$
156,755
 
   
Net loss
   
-
     
-
     
(7,228
)
   
-
     
(7,228
)
Other comprehensive income
   
-
     
-
     
-
     
28,381
     
28,381
 
Capital contributions from parent
   
-
     
35,000
     
-
     
-
     
35,000
 
Other
   
-
     
2,651
     
-
     
-
     
2,651
 
Balance at December 31, 2013
   
2,500,005
   
$
140,619
   
$
39,423
   
$
35,517
   
$
215,559
 
   
Net loss
   
-
     
-
     
(9,087
)
   
-
     
(9,087
)
Other comprehensive loss
   
-
     
-
     
-
     
(15,210
)
   
(15,210
)
Capital contribution from parent
   
-
     
10,000
     
-
     
-
     
10,000
 
Other
   
-
     
921
     
-
     
-
     
921
 
Balance at December 31, 2014
   
2,500,005
   
$
151,540
   
$
30,336
   
$
20,307
   
$
202,183
 

See notes to financial statements.
 
5

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF CASH FLOWS
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Operating Activities:
           
Net loss
 
$
(9,087
)
 
$
(7,228
)
 
$
(60,185
)
Adjustments:
                       
Depreciation and amortization
   
(723
)
   
47
     
(5,037
)
Annuity benefits
   
6,274
     
7,957
     
8,341
 
Realized (gains) losses on investing activities
   
5,505
     
(7,809
)
   
(21,056
)
Deferred annuity and life policy acquisition costs
   
(538
)
   
(535
)
   
(12,248
)
Amortization of insurance acquisition costs
   
5,025
     
8,574
     
87,859
 
Change in:
                       
Life, accident and health reserves
   
73,739
     
41,437
     
326,876
 
Recoverables from reinsurers
   
(1,051
)
   
23,260
     
(196,551
)
Accrued investment income
   
(86
)
   
(1,111
)
   
(803
)
Net deferred tax liability
   
(662
)
   
(795
)
   
(28,392
)
Other assets
   
(1,375
)
   
928
     
3,598
 
Other liabilities
   
(4,032
)
   
6,564
     
(6,215
)
Other operating activities, net
   
(149
)
   
1,614
     
1,752
 
 
Net cash provided by operating activities
   
72,840
     
72,903
     
97,939
 
 
Investing Activities:
                       
Purchases of:
                       
Fixed maturities
   
(83,185
)
   
(158,609
)
   
(134,736
)
Equity securities
   
(24,778
)
   
(23,412
)
   
(16,200
)
Other investments
   
(1,724
)
   
(3,787
)
   
-
 
Proceeds from:
                       
Maturities and redemptions of fixed maturities
   
50,974
     
73,787
     
45,483
 
Repayment of mortgage loans
   
-
     
-
     
2,949
 
Sales of fixed maturities
   
4,902
     
3,949
     
18,283
 
Sales of equity securities
   
791
     
2,051
     
5,391
 
Other investments
   
4,431
     
2,924
     
291
 
Other investing activities, net
   
247
     
222
     
221
 
 
Net cash used in investing activities
   
(48,342
)
   
(102,875
)
   
(78,318
)
 
Financing Activities:
                       
Annuity receipts
   
3,758
     
4,453
     
4,976
 
Annuity surrenders, benefits and withdrawals
   
(15,658
)
   
(18,102
)
   
(17,131
)
Cash contributions received
   
10,000
     
35,000
     
4,000
 
 
Net cash provided by (used in) financing activities
   
(1,900
)
   
21,351
     
(8,155
)
 
Net Change in Cash and Cash Equivalents
   
22,598
     
(8,621
)
   
11,466
 
Cash and cash equivalents at beginning of year
   
19,774
     
28,395
     
16,929
 
Cash and cash equivalents at end of year
 
$
42,372
   
$
19,774
   
$
28,395
 

See notes to financial statements.
 
6

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS

A.
Accounting Policies

Basis of Presentation The financial statements include the accounts of United Teacher Associates Insurance Company (“UTAIC” or the “Company”). UTAIC is a direct wholly-owned subsidiary of Great American Financial Resources, Inc. (“GAFRI”), a financial services holding company wholly-owned by American Financial Group, Inc. (“AFG”) . The financial statements also include costs paid on behalf of UTAIC by GAFRI. These costs are recorded as expense in the period incurred and shown as an increase in capital surplus.

Although the Company does not currently market any life, annuity or long-term care insurance, UTAIC’s product portfolio includes a diversified mix of closed blocks of life, annuity and long-term care (“LTC”) health insurance products.

In the third quarter of 2012 GAFRI sold its Medicare Supplement and other non LTC health insurance business, including Loyal American Life Insurance Company (“Loyal”) to Cigna. As part of the agreement UTAIC reinsured all of its Medicare Supplement and other non LTC health business into Loyal through a 100% coinsurance agreement (“Cigna Transaction”). The Company accepts new premium sales (Medicare supplement, critical illness and other non-health products), for certain states, through a reinsurance fronting agreement, whereby the Company reinsures 100% of these premiums through a coinsurance agreement with Loyal.

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in circumstances could cause actual results to differ materially from those estimates.

Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The standards establish a hierarchy of valuation techniques based on whether the assumptions that market participants would use in pricing the asset or liability (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect UTAIC’s assumptions about the assumptions market participants would use in pricing the asset or liability.

Investments Fixed maturity and equity securities classified as “available for sale” are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (“AOCI”) in UTAIC’s Balance Sheet. Policy loans are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the interest method. Mortgage-backed securities (“MBS”) are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations.

Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on securities) and the cost basis of that investment is reduced. If management can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in other comprehensive income). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. Both components are shown in the Statement of Operations. If management intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.
 
7

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS - CONTINUED

Derivatives Derivatives included in UTAIC’s Balance Sheet are recorded at fair value and consist of components of certain fixed maturity securities (primarily interest-only MBS). Changes in fair value of derivatives are included in earnings.

Deferred Policy Acquisition Costs (“DPAC”) Policy acquisition costs (principally commissions and certain underwriting and policy issuance costs) directly related to the successful acquisition or renewal of an insurance contract are deferred. DPAC also includes capitalized costs associated with sales inducements offered to fixed annuity policyholders such as enhanced interest rates and premium and persistency bonuses.

DPAC related to annuities is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies. Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and annuity policy charges, less death, annuitization and estimated future policy administration expenses. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, such adjustments are reflected as components of realized gains (losses) on securities.

DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues. See “Life, Accident and Health Reserves” below for details on the impact of loss recognition on the accounting for traditional life and health insurance contracts.

DPAC includes the present value of future profits on business in force of annuity, life, accident and health insurance companies acquired (“PVFP”). PVFP represents the portion of the costs to acquire companies that is allocated to the value of the right to receive future cash flows from insurance contracts existing at the date of acquisition. PVFP is amortized with interest in relation to expected gross profits of the acquired policies for annuities and in relation to the premium paying period for traditional life and health insurance products.

DPAC and certain other balance sheet amounts related to annuity and life businesses are also adjusted, net of tax, for the change in expense that would have been recorded if the unrealized gains (losses) from securities had actually been realized. These adjustments are included in unrealized gains (losses) on marketable securities, a component of AOCI in UTAIC’s Balance Sheet.

Reinsurance Premium revenue and benefits are reported net of the amounts related to reinsurance ceded to and assumed from other companies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. Amounts received from reinsurers that represent recoveries of acquisition costs are netted against DPAC, so that the net amount is capitalized. The cost of reinsurance is accounted for over the term of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies.

Annuity Benefits Accumulated Annuity receipts and benefit payments are recorded as increases or decreases in annuity benefits accumulated rather than as revenue and expense. Increases in this liability (primarily interest credited) are charged to expense and decreases for charges are credited to annuity policy charges revenue. Reserves for traditional fixed annuities are generally recorded at the stated account value.
 
8

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS - CONTINUED

Life, Accident and Health Reserves Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations unless a loss recognition event (premium deficiency) occurs. Claim reserves and liabilities established for accident and health claims are modified as necessary to reflect actual experience and developing trends.

For long-duration contracts (such as traditional life and long-term care insurance policies), loss recognition occurs when, based on current expectations as of the measurement date, existing contract liabilities plus the present value of future premiums (including reasonably expected rate increases) are not expected to cover the present value of future claims payments and related settlement and maintenance costs (excluding overhead) as well as unamortized acquisition costs. If a block of business is determined to be in loss recognition, a charge is recorded in earnings in an amount equal to the excess of the present value of expected future claims costs and unamortized acquisition costs over existing reserves plus the present value of expected future premiums (with no provision for adverse deviation). The charge is recorded first to reduce unamortized acquisition costs and then as an additional reserve (if unamortized acquisition costs have been reduced to zero).

In addition, reserves for traditional life and long-term care insurance policies are subject to adjustment for loss recognition charges that would have been recorded if the unrealized gains from securities had actually been realized. This adjustment is included in unrealized gains (losses) on marketable securities, a component of AOCI in UTAIC’s Balance Sheet.

Premium Recognition For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders.

Income Taxes The Company has an intercompany tax allocation agreement with AFG. Pursuant to the agreement, the Company’s tax expense is determined based upon its inclusion in the consolidated tax return of AFG and its includable subsidiaries. Estimated payments are made quarterly during the year. Following year-end, additional settlements are made on the original due date of the return and, when extended, at the time the return is filed. The method of allocation among the companies under the agreement is based upon separate return calculations with current credit for losses to the extent the losses provide a benefit in the consolidated return.

Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. A valuation allowance is established to reduce total deferred tax assets to an amount that will more likely than not be realized.

UTAIC recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained under examination by the appropriate taxing authority. Interest and penalties on UTAIC’s reserve for uncertain tax positions are recognized as a component of tax expense.

Benefit Plans UTAIC provides retirement benefits to qualified employees of participating companies through the AFG 401(k) Retirement and Savings Plan, a defined contribution plan. AFG and its subsidiaries make all contributions to the retirement fund portion of the plan and match a percentage of employee contributions to the savings fund. Company contributions are expensed in the year for which they are declared.

Statement of Cash Flows For cash flow purposes, “investing activities” are defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. “Financing activities” include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, surrenders, benefits and withdrawals are also reflected as financing activities. All other activities are considered “operating.” Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements.
 
9

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

B.
Fair Value Measurements

Accounting standards for measuring fair value are based on inputs used in estimating fair value. The three levels of the hierarchy are as follows:

Level 1 — Quoted prices for identical assets or liabilities in active markets (markets in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis). UTAIC’s Level 1 financial instruments consist primarily of publicly traded equity securities and highly liquid government bonds for which quoted market prices in active markets are available.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets or liabilities in inactive markets (markets in which there are few transactions, the prices are not current, price quotations vary substantially over
time or among market makers, or in which little information is released publicly); and valuations based on other significant inputs that are observable in active markets. UTAIC’s Level 2 financial instruments include corporate and municipal fixed maturity securities, mortgage-backed securities (“MBS”) and non-affiliated common stocks priced using observable inputs. Level 2 inputs include benchmark yields, reported trades, corroborated broker/dealer quotes, issuer spreads and benchmark securities. When non-binding broker quotes can be corroborated by comparison to similar securities priced using observable inputs, they are classified as Level 2.

Level 3 — Valuations derived from market valuation techniques generally consistent with those used to estimate the fair values of Level 2 financial instruments in which one or more significant inputs are unobservable or when the market for a security exhibits significantly less liquidity relative to markets supporting Level 2 fair value measurements. The unobservable inputs may include management’s own assumptions about the assumptions market participants would use based on the best information available in the circumstances. UTAIC’s Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker quotes or internally developed using significant inputs not based on, or corroborated by, observable market information.

UTAIC’s management is responsible for the valuation process and uses data from outside sources (including nationally recognized pricing services and broker/dealers) in establishing fair value. The Company's internal investment professionals are a group of approximately 20 analysts whose primary responsibility is to manage AFG’s investment portfolio. These professionals monitor individual investments as well as overall industries and are active in the financial markets on a daily basis. The group is led by AFG’s chief investment officer, who reports directly to one of AFG’s Co-CEOs. Valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by AFG’s internal investment professionals who are familiar with the securities being priced and the markets in which they trade to ensure the fair value determination is representative of an exit price. To validate the appropriateness of the prices obtained, these investment managers consider widely published indices (as benchmarks), recent trades, changes in interest rates, general economic conditions and the credit quality of the specific issuers. In addition, AFG communicates directly with the pricing service regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.
 
10

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Assets measured and carried at fair value in the financial statements are summarized below (in thousands):

December 31, 2014
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
               
Available for sale ("AFS") fixed maturities:
               
U.S. Government and government agencies
 
$
6,816
   
$
5,987
   
$
-
   
$
12,803
 
States, municipalities and political subdivisions
   
-
     
313,429
     
5,757
     
319,186
 
Foreign government
   
-
     
4,697
     
-
     
4,697
 
Residential MBS
   
-
     
130,457
     
17,331
     
147,788
 
Commercial MBS
   
-
     
61,675
     
3,128
     
64,803
 
Asset-backed securities ("ABS")
   
-
     
31,560
     
4,142
     
35,702
 
Corporate and other
   
536
     
389,472
     
8,101
     
398,109
 
Total AFS fixed maturities
   
7,352
     
937,277
     
38,459
     
983,088
 
Equity securities
   
54,782
     
3,005
     
4,046
     
61,833
 
Total assets accounted for at fair value
 
$
62,134
   
$
940,282
   
$
42,505
   
$
1,044,921
 
 
December 31, 2013
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                               
Available for sale fixed maturities:
                               
U.S. Government and government agencies
 
$
6,486
   
$
6,735
   
$
-
   
$
13,221
 
States, municipalities and political subdivisions
   
-
     
254,109
     
-
     
254,109
 
Foreign government
   
-
     
4,305
     
-
     
4,305
 
Residential MBS
   
-
     
124,035
     
25,832
     
149,867
 
Commercial MBS
   
-
     
68,631
     
2,714
     
71,345
 
Asset-backed securities
   
-
     
33,335
     
4,404
     
37,739
 
Corporate and other
   
524
     
365,818
     
6,717
     
373,059
 
Total AFS fixed maturities
   
7,010
     
856,968
     
39,667
     
903,645
 
Equity securities
   
36,140
     
2,560
     
1,288
     
39,988
 
Total assets accounted for at fair value
 
$
43,150
   
$
859,528
   
$
40,955
   
$
943,633
 

At December 31, 2014 and 2013 no liabilities were carried at fair value.

The transfers between Level 1 and Level 2 for the years ended December 31, 2014, 2013 and 2012 are reflected in the table below at fair value as of the end of the reporting period (dollars in thousands):
 
   
Year ended December 31
 
   
Level 2 to Level 1 Transfers
   
Level 1 to Level 2 Transfers
 
   
# of Transfers
Fair Value
   
# of Transfers
   
Fair Value
 
   
2014
   
2013
   
2012
   
2014
   
2013
   
2012
   
2014
   
2013
   
2012
   
2014
   
2013
   
2012
 
Perpetual preferred stocks
   
1
     
-
     
1
   
$
1,085
   
$
-
   
$
1,125
     
2
     
-
     
2
   
$
3,105
   
$
-
   
$
2,113
 
Common stocks
   
-
     
2
     
-
     
-
     
2,291
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Redeemable preferred stocks
   
-
     
-
     
1
     
-
     
-
     
530
     
-
     
-
     
-
     
-
     
-
     
-
 

The transfers from Level 2 to Level 1 are due to increases in trade frequency, resulting in trade data sufficient to warrant classification in Level 1. The transfers from Level 1 to Level 2 are due to decreases in trade frequency, resulting in lack of available trade data sufficient to warrant classification in Level 1. Approximately 4% of the total assets carried at fair value on December 31, 2014, were Level 3 assets. Approximately 84% ($36 million) of the Level 3 assets were priced using non-binding broker quotes, for which there is a lack of transparency as to the inputs used to determine fair value. Details as to the quantitative inputs are neither provided by the brokers nor otherwise reasonably obtainable by UTAIC. Since internally developed Level 3 asset fair values represent less than of 1% of the total assets measured at fair value and less than 4% of UTAIC’s shareholder’s equity, changes in unobservable inputs used to determine internally developed fair values would not have a material impact on UTAIC’s financial position.
 
11

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Changes in balances of Level 3 financial assets carried at fair value during 2014, 2013 and 2012 are presented below (in thousands). The transfers into and out of Level 3 were due to changes in the availability of market observable inputs. All transfers are reflected in the table at fair value as of the end of the reporting period.
 
     
 
Total realized/unrealized
gains (losses) included in
                     
 
Balance at
December 31,
2013
Net
earnings
(loss)
Other
comp.
income
(loss)
Purchases
and
issuances
Sales
and
settlements
Transfer
into
Level 3
Transfer
out of
Level 3
Balance at
December 31,
2014
AFS fixed maturities:
                               
State and municipal
 
$
-
   
$
108
   
$
(918
)
 
$
-
   
$
-
   
$
6,567
   
$
-
   
$
5,757
 
Residential M BS
   
25,832
     
(1,139
)
   
(147
)
   
-
     
(474
)
   
9,792
     
(16,533
)
   
17,331
 
Commercial M BS
   
2,714
     
(21
)
   
435
     
-
     
-
     
-
     
-
     
3,128
 
Asset-backed securities
   
4,404
     
20
     
85
     
-
     
(2,375
)
   
2,008
     
-
     
4,142
 
Corporate and other
   
6,717
     
(802
)
   
371
     
-
     
(1,209
)
   
3,024
     
-
     
8,101
 
Equity securities
   
1,288
     
16
     
(253
)
   
2,498
     
-
     
1,500
     
(1,003
)
   
4,046
 
 
       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31,
2012
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
 settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
December 31,
2013
 
AFS fixed maturities:
                               
Residential M BS
 
$
24,507
   
$
2,298
   
$
2,043
   
$
1,850
   
$
(1,475
)
 
$
6,552
   
$
(9,943
)
 
$
25,832
 
Commercial M BS
   
-
     
(114
)
   
(201
)
   
-
     
-
     
3,029
     
-
     
2,714
 
Asset-backed securities
   
6,548
     
(28
)
   
(67
)
   
-
     
(1,009
)
           
(1,040
)
   
4,404
 
Corporate and other
   
2,452
     
41
     
42
     
5,991
     
(68
)
   
775
     
(2,516
)
   
6,717
 
Equity securities
   
-
     
-
     
215
     
1,073
     
-
             
-
     
1,288
 
 
       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31,
2011
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
December 31,
2012
 
AFS fixed maturities:
                               
State and municipal
 
$
2,750
   
$
77
   
$
867
   
$
-
   
$
-
   
$
-
   
$
(3,694
)
 
$
-
 
Residential M BS
   
5,914
     
278
     
385
     
10,598
     
(869
)
   
8,589
     
(388
)
   
24,507
 
Commercial M BS
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Asset-backed securities
   
3,121
     
3
     
237
     
3,222
     
(35
)
   
-
     
-
     
6,548
 
Corporate and other
   
3,833
     
44
     
(105
)
   
-
     
(300
)
   
-
     
(1,020
)
   
2,452
 
 
12

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Fair Value of Financial Instruments  The carrying value and fair value of financial instruments that are not carried at fair value in the financial statements at December 31 are summarized below (in thousands):
 
   
Carrying
Value
   
Estimated
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
2014
                   
Financial assets:
                   
Cash and cash equivalents
 
$
42,372
   
$
42,372
   
$
42,372
   
$
-
   
$
-
 
Policy loans
   
15,930
     
15,930
     
-
     
-
     
15,930
 
Total financial assets not accounted for at fair value
 
$
58,302
   
$
58,302
   
$
42,372
   
$
-
   
$
15,930
 
 
Financial liabilities:
                                       
Annuity benefits accumulated (*)
 
$
194,425
   
$
208,782
   
$
-
   
$
-
   
$
208,782
 
Total financial liabilities not accounted for at fair value
 
$
194,425
   
$
208,782
   
$
-
   
$
-
   
$
208,782
 
 
   
Carrying
Value
   
Estimated
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
2013
                   
Financial assets:
                   
Cash and cash equivalents
 
$
19,774
   
$
19,774
   
$
19,774
   
$
-
   
$
-
 
Policy loans
   
16,361
     
16,361
     
-
     
-
     
16,361
 
Total financial assets not accounted for at fair value
 
$
36,135
   
$
36,135
   
$
19,774
   
$
-
   
$
16,361
 
 
Financial liabilities:
                                       
Annuity benefits accumulated (*)
 
$
199,633
   
$
208,027
   
$
-
   
$
-
   
$
208,027
 
Total financial liabilities not accounted for at fair value
 
$
199,633
   
$
208,027
   
$
-
   
$
-
   
$
208,027
 
 
(*) Excludes life contingent annuities in the payout phase.
 
The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturities of these instruments. The fair value of policy loans is estimated to approximate carrying value; policy loans have no defined maturity dates and are inseparable from insurance contracts. The fair value of annuity benefits was estimated based on expected cash flows discounted using forward interest rates adjusted for the Company’s credit risk and includes the impact of maintenance expenses and capital costs.
 
13

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

C.
Investments

Available for sale fixed maturities and equity securities at December 31 consisted of the following (in thousands):

   
2014
   
2013
 
   
Amortized
   
Fair
   
Gross Unrealized
   
Amortized
   
Fair
   
Gross Unrealized
 
 
Cost
   
Value
   
Gains
   
Losses
   
Cost
   
Value
   
Gains
   
Losses
 
Fixed Maturities:
                               
U.S. Government and government agencies
 
$
12,026
   
$
12,803
   
$
777
   
$
-
   
$
12,582
   
$
13,221
   
$
688
   
$
(49
)
States, municipalities and political subdivisions
   
275,519
     
319,186
     
44,058
     
(391
)
   
244,938
     
254,109
     
14,169
     
(4,998
)
Foreign government
   
3,982
     
4,697
     
715
     
-
     
3,981
     
4,305
     
324
     
-
 
Residential MBS
   
133,208
     
147,788
     
15,147
     
(567
)
   
136,037
     
149,867
     
14,321
     
(491
)
Commercial MBS
   
60,345
     
64,803
     
4,458
     
-
     
66,719
     
71,345
     
5,041
     
(415
)
Asset-backed securities
   
35,030
     
35,702
     
759
     
(87
)
   
37,381
     
37,739
     
653
     
(295
)
Corporate and other
   
341,800
     
398,109
     
56,853
     
(544
)
   
334,206
     
373,059
     
40,803
     
(1,950
)
Total fixed maturities
 
$
861,910
   
$
983,088
   
$
122,767
   
$
(1,589
)
 
$
835,844
   
$
903,645
   
$
75,999
   
$
(8,198
)
Common stocks
 
$
37,719
   
$
39,691
   
$
3,254
   
$
(1,282
)
 
$
33,360
   
$
34,827
   
$
3,829
   
$
(2,362
)
Perpetual preferred stocks
 
$
21,722
   
$
22,142
   
$
674
   
$
(254
)
 
$
4,994
   
$
5,161
   
$
168
   
$
(1
)

The non-credit related portion of other-than-temporary impairment charges is included in other comprehensive income. Cumulative non-credit charges taken for securities still owned at December 31, 2014 and December 31, 2013, respectively, were $5.8 million and $5.7 million. Gross unrealized gains on such securities at December 31, 2014 and December 31, 2013 were $4.0 million and $4.3 million, respectively. Gross unrealized losses on such securities at December 31, 2014 and December 31, 2013 were $303,000 and $317,000, respectively. These amounts represent the non-credit other-than-temporary impairment charges recorded in AOCI adjusted for subsequent changes in fair values and relate to residential MBS.
 
14

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

The following tables show gross unrealized losses (dollars in thousands) on fixed maturities and equity securities by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2014 and 2013.

   
Less Than Twelve Months
   
Twelve Months or More
 
2014
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
-
     
-
     
-
%
   
(391
)
   
11,161
     
97
%
Residential MBS
   
(331
)
   
21,576
     
98
%
   
(236
)
   
6,021
     
96
%
Commercial MBS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
(62
)
   
6,415
     
99
%
   
(25
)
   
6,123
     
100
%
Corporate and other
   
(474
)
   
5,154
     
92
%
   
(70
)
   
6,173
     
99
%
Total fixed maturities
 
$
(867
)
 
$
33,145
     
97
%
 
$
(722
)
 
$
29,478
     
98
%
Common stocks
 
$
(779
)
 
$
14,298
     
95
%
 
$
(503
)
 
$
4,474
     
90
%
Perpetual preferred stocks
 
$
(254
)
 
$
8,246
     
97
%
 
$
-
   
$
-
     
-
%

 
   
Less Than Twelve Months
   
Twelve Months or More
 
2013
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
(49
)
 
$
1,912
     
98
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
(4,093
)
   
71,275
     
95
%
   
(905
)
   
6,536
     
88
%
Residential MBS
   
(184
)
   
17,184
     
99
%
   
(307
)
   
4,040
     
93
%
Commercial MBS
   
(180
)
   
2,915
     
94
%
   
(235
)
   
1,765
     
88
%
Asset-backed securities
   
(214
)
   
17,206
     
99
%
   
(81
)
   
3,644
     
98
%
Corporate and other
   
(1,844
)
   
40,902
     
96
%
   
(106
)
   
1,381
     
93
%
Total fixed maturities
 
$
(6,564
)
 
$
151,394
     
96
%
 
$
(1,634
)
 
$
17,366
     
91
%
Common stocks
 
$
(2,362
)
 
$
13,983
     
86
%
 
$
-
   
$
-
     
-
%
Perpetual preferred stocks
 
$
(1
)
 
$
999
     
100
%
 
$
-
   
$
-
     
-
%

At December 31, 2014, the gross unrealized losses on fixed maturities of $1.6 million relate to 51 securities. Investment grade securities (as determined by nationally recognized rating agencies) represented approximately 50% of the gross unrealized loss and 65% of the fair value.
 
15

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

The determination of whether unrealized losses are “other-than-temporary” requires judgment based on subjective as well as

objective factors. Factors considered and resources used by management include:
 
 
a)
whether the unrealized loss is credit-driven or a result of changes in market interest rates,

b)
the extent to which fair value is less than cost basis,

c)
cash flow projections received from independent sources,

d)
historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases,

e)
near-term prospects for improvement in the issuer and/or its industry,

f)
third party research and communications with industry specialists,

g)
financial models and forecasts,
 
h)
the continuity of dividend payments, maintenance of investment grade ratings and hybrid nature of certain investments,
 
i)
discussions with issuer management, and

j)
ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value.

UTAIC analyzes its MBS securities for other-than-temporary impairment each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan to collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data. For 2014, UTAIC recorded $78,000 in other-than-temporary impairment charges related to its residential MBS.

UTAIC recorded $3.2 million in other-than-temporary impairment charges on common stocks in 2014. At December 31, 2014, the gross unrealized losses on common stocks of $1.3 million relate to 12 securities; $0.5 million (2 securities) have been in an unrealized loss position for more than 12 months.

Management believes UTAIC will recover its cost basis in the securities with unrealized losses and that UTAIC has the ability to hold the securities until they recover in value and had no intent to sell them at December 31, 2014.

A progression of the credit portion of other-than-temporary impairments on fixed maturity securities for which the non-credit portion of an impairment has been recognized in other comprehensive income is shown below (in thousands):

   
2014
   
2013
   
2012
 
Balance at January 1
 
$
4,307
   
$
4,730
   
$
4,710
 
Additional credit impairments on:
                       
Previously impaired securities
   
-
     
-
     
20
 
Securities without prior impairments
   
78
     
-
     
-
 
Reductions due to sales or redemptions
   
(129
)
   
(423
)
   
-
 
 
Balance at December 31
 
$
4,256
   
$
4,307
   
$
4,730
 
 
16

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

The table below sets forth the scheduled maturities of available for sale fixed maturities as of December 31, 2014 (dollars in thousands). Securities with sinking funds are reported at average maturity. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.

   
Amortized
   
Fair Value
 
Maturity
 
Cost
   
Amount
   
%
 
One year or less
 
$
15,694
   
$
16,034
     
2
%
After one year through five years
   
115,631
     
126,653
     
13
%
After five years through ten years
   
103,502
     
112,712
     
11
%
After ten years
   
398,500
     
479,396
     
49
%
Subtotal
   
633,327
     
734,795
     
75
%
 
MBS (average life of approximately 5 years)
   
193,553
     
212,591
     
21
%
ABS (average life of approximately 5 years)
   
35,030
     
35,702
     
4
%
 
Total
 
$
861,910
   
$
983,088
     
100
%

Certain risks are inherent in connection with fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates.

There were no investments in individual issuers that exceeded 10% of Shareholder’s Equity at December 31, 2014 or 2013.

Securities having a carrying value of approximately $20.1 million at December 31, 2014, were pledged to others as collateral for assumed reinsurance transactions or on deposit with regulatory authorities.
 
17

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Net Unrealized Gain on Marketable Securities In addition to adjusting equity securities and fixed maturity securities classified as “available for sale” to fair value, G AAP requires that deferred policy acquisition costs and certain other balance sheet amounts related to annuity, life and health businesses be adjusted to the extent that unrealized gains and losses from securities would result in adjustments to those balances had the unrealized gains or losses actually been realized. The following table shows (in thousands) the components of the net unrealized gain on securities that is included in AOCI in UTAIC’s Balance Sheet.

         
2014
       
   
Pretax
 
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
121,178
   
$
(42,412
)
 
$
78,766
 
Equity securities
   
2,392
     
(837
)
   
1,555
 
Deferred policy acquisition costs
   
(5,909
)
   
2,068
     
(3,841
)
Life, accident & health reserves
   
(86,420
)
   
30,247
     
(56,173
)
   
$
31,241
   
$
(10,934
)
 
$
20,307
 
 
             
2013
         
     
Pretax
   
Deferred Tax
     
Net
 
Unrealized gain on:
                       
Fixed maturity securities
 
$
67,801
   
$
(23,730
)
 
$
44,071
 
Equity securities
   
1,634
     
(572
)
   
1,062
 
Deferred policy acquisition costs
   
(8,884
)
   
3,109
     
(5,775
)
Life, accident & health reserves
   
(5,909
)
   
2,068
     
(3,841
)
   
$
54,642
   
$
(19,125
)
 
$
35,517
 

Net Investment Income The following table shows (in thousands) investment income earned and investment expenses incurred.
 
   
2014
   
2013
   
2012
 
Investment income
           
Fixed maturities
 
$
53,743
   
$
50,196
   
$
51,000
 
Equity securities
   
4,804
     
2,338
     
608
 
Policy loans
   
988
     
1,060
     
1,022
 
Other
   
526
     
408
     
420
 
Gross investment income
   
60,061
     
54,002
     
53,050
 
Investment expenses
   
(119
)
   
(278
)
   
(253
)
 
Net investment income
 
$
59,942
   
$
53,724
   
$
52,797
 

UTAIC’s investment portfolio is managed by a subsidiary of AFG. Investment expenses included investment management fees charged by this subsidiary of $6,000 in 2014, $168,000 in 2013 and $178,000 in 2012.
 
18

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Realized gains (losses) and changes in unrealized appreciation (depreciation) related to fixed maturity and equity security investments are summarized as follows (in thousands):

   
Fixed
Maturities
   
Equity
Securities
   
Mortgage
Loans
and Other
Investments
   
Other (a)
   
Tax Effects
   
Total
 
Year ended December 31, 2014
                       
Realized before impairments
 
$
(1,299
)
 
$
321
   
$
-
   
$
209
   
$
269
   
$
(500
)
Realized - impairments
   
(1,500
)
   
(3,236
)
   
-
     
-
     
1,658
     
(3,078
)
Change in unrealized
   
53,377
     
758
     
-
     
(77,536
)
   
8,191
     
(15,210
)
 
Year ended December 31, 2013
                                               
Realized before impairments
 
$
8,556
   
$
1,143
   
$
-
   
$
(615
)
 
$
(3,179
)
 
$
5,905
 
Realized - impairments
   
(491
)
   
(866
)
   
-
     
82
     
446
     
(829
)
Change in unrealized
   
(49,179
)
   
123
     
-
     
92,720
     
(15,283
)
   
28,381
 
 
Year ended December 31, 2012
                                               
Realized before impairments
 
$
18,520
   
$
2,991
   
$
-
   
$
(191
)
 
$
(2,377
)
 
$
18,943
 
Realized - impairments
   
(20
)
   
(249
)
   
-
     
5
     
92
     
(172
)
Change in unrealized
   
23,769
     
(428
)
   
-
     
(22,901
)
   
(154
)
   
286
 

(a)
Primarily adjustments to deferred policy acquisition costs and reserves related to long-term care business

Gross realized gains and losses (excluding impairment writedowns and mark-to-market of derivatives) on available for sale fixed maturity and equity security investment transactions included in the Statement of Cash Flows consisted of the following (in thousands):

   
2014
   
2013
   
2012
 
Fixed maturities:
           
Gross gains
 
$
805
   
$
1,802
   
$
3,186
 
Gross losses
   
(80
)
   
(30
)
   
-
 
 
Equity securities:
                       
Gross gains
   
321
     
1,143
     
2,991
 
Gross losses
   
-
     
-
     
-
 

D.
Derivatives

UTAIC has investments in MBS that contain embedded derivatives (primarily interest-only MBS) that do not qualify for hedge accounting. UTAIC records the entire change in the fair value of these securities in earnings. These investments are part of UTAIC’s overall investment strategy, representing a small component of UTAIC’s overall investment portfolio and had a fair value of $21.5 million and $27.2 million at December 31, 2014 and 2013, respectively. The gain or loss resulting for changes in fair value of these securities is included in realized gains on securities in the Statement of Operations and was a loss of $2.0 million in 2014 compared to gains of $6.8 million and $0.8 million in 2013 and 2012, respectively.
 
19

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

E.
Reinsurance

The Company is contingently liable with respect to reinsurance ceded in that the liability for such reinsurance would become that of the Company upon failure of any reinsurer to meet its obligations under a particular reinsurance agreement. Retention limits under accident and health insurance policies vary from plan to plan.

During 2012, in conjunction with and prior to the sale of certain affiliated insurance companies to Cigna, the Company entered into a reinsurance agreement with Loyal which ceded 100% of all accident and health policies, excluding LTC. Under the agreement, all activity on these policies after existing reinsurance is ceded to Loyal. There was no ceding commission on this transaction. At December 31, 2014, the Company had a $174.5 million reinsurance recoverable from Loyal (A- rated by A. M. Best), for which Loyal holds investments in a trust.

During 2014, the Company entered into an agreement with a non-affiliated reinsurer to commute two reinsurance agreements covering a portion of the Company’s LTC business. The Company received a commutation payment of $10.3 million in exchange for releasing the reinsurer from its future obligations under these treaties. The Company recorded a pre-tax loss of $4.5 million on this transaction.

The effect of reinsurance on premiums for the years ended December 31, is as follows (in thousands):

   
2014
   
2013
   
2012
 
Direct premiums
 
$
170,003
   
$
178,225
   
$
185,230
 
Reinsurance assumed
   
4,803
     
4,767
     
5,781
 
Reinsurance ceded
   
(103,923
)
   
(110,109
)
   
(38,365
)
Net premiums
 
$
70,883
   
$
72,883
   
$
152,646
 

Reinsurance recoveries were $58.9 million, $61.8 million and $23.4 million for 2014, 2013 and 2012, respectively.
 
20

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED
 
F.
Deferred Policy Acquisition Costs

A progression of deferred policy acquisition costs is presented below (in thousands):

   
Deferred
Costs
   
Sales
Inducements
   
Present Value
of Future Profits
   
Unrealized
   
Total
 
Balance at January 1, 2012
 
$
130,703
   
$
3,479
   
$
12,716
   
$
(84,669
)
 
$
62,229
 
Additions and other
   
12,248
     
(91
)
   
-
     
-
     
12,157
 
Amortization:
                                       
Periodic amortization
   
(14,366
)
   
(278
)
   
(1,296
)
   
-
     
(15,940
)
LTC loss recognition
   
(66,938
)
   
-
     
(5,222
)
   
-
     
(72,160
)
Annuity unlocking
   
(34
)
   
(18
)
   
(3
)
   
-
     
(55
)
Included in realized gains
   
(118
)
   
(61
)
   
(7
)
   
-
     
(186
)
Change in unrealized
   
-
     
-
     
-
     
73,433
     
73,433
 
Balance at December 31, 2012
 
$
61,495
   
$
3,031
   
$
6,188
   
$
(11,236
)
 
$
59,478
 
 
Additions and other
   
535
     
(97
)
   
-
     
-
     
438
 
Amortization:
                                       
Periodic amortization
   
(7,305
)
   
(203
)
   
(823
)
   
-
     
(8,331
)
Annuity unlocking
   
(412
)
   
(233
)
   
(34
)
   
-
     
(679
)
Included in realized gains
   
(318
)
   
(170
)
   
(45
)
   
-
     
(533
)
Change in unrealized
   
-
     
-
     
-
     
2,352
     
2,352
 
Balance at December 31, 2013
 
$
53,995
   
$
2,328
   
$
5,286
   
$
(8,884
)
 
$
52,725
 
 
Additions and other
   
538
     
(52
)
   
-
     
-
     
486
 
Amortization:
                                       
Periodic amortization
   
(6,304
)
   
(188
)
   
(733
)
   
-
     
(7,225
)
Annuity unlocking
   
1,957
     
951
     
55
             
2,963
 
Included in realized gains
   
134
     
63
     
12
     
-
     
209
 
Change in unrealized
   
-
     
-
     
-
     
2,975
     
2,975
 
Balance at December 31, 2014
 
$
50,320
   
$
3,102
   
$
4,620
   
$
(5,909
)
 
$
52,133
 

The present value of future profits (“PVFP”) amounts in the table above are net of $53.3 million and $52.6 million of accumulated amortization at both December 31, 2014 and 2013, respectively. The expected amortization of PVFP, net of interest, will average approximately $570,000 per year over the next five years.

G.
Life, Accident and Health Reserves
 
Life, accident and health reserves consist of the following (in thousands):

   
2014
   
2013
 
Long-term care insurance reserves
 
$
751,535
   
$
588,660
 
Traditional life insurance reserves
   
23,216
     
22,398
 
Other accident and health insurance reserves
   
172,891
     
182,335
 
Total life, accident and health reserves
 
$
947,642
   
$
793,393
 

Long-term care reserves are discounted at rates varying from 5.6% to 6.2%.  The Company uses the 1994 Group Annuity Mortality Table, modified for Company experience.  Long-term care insurance reserves include unearned premiums of $12.2 million and $12.3 million at December 31, 2014 and 2013, respectively.
 
21

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

At December 31, 2014 UTAIC had $87.1 million of inforce life insurance face amount compared to $93.0 million at December 31, 2013.

Life, accident and health reserves include liabilities for long-term care policies which are estimates of future payments for reported and unreported claims, with respect to insured events, which have occurred prior to the balance sheet date. Activity in the liability and reserve accounts for unpaid claims, which includes a provision for claim adjustment expenses, net of amounts recoverable from reinsurers is summarized as follows (in thousands):

   
2014
   
2013
   
2012
 
Beginning balance as of January 1
 
$
71,132
   
$
55,854
   
$
42,209
 
Less reinsurance recoverables
   
(2,518
)
   
(2,397
)
   
(1,328
)
Net balance as of January 1
   
68,614
     
53,457
     
40,881
 
 
Incurred related to insured events of:
                       
Current year
   
38,282
     
38,138
     
30,946
 
Prior years
   
(1,675
)
   
361
     
(311
)
Total incurred
   
36,607
     
38,499
     
30,635
 
 
Paid related to insured events of:
                       
Current year
   
(4,527
)
   
(4,712
)
   
(3,101
)
Prior years
   
(25,983
)
   
(21,014
)
   
(16,799
)
Total paid
   
(30,510
)
   
(25,726
)
   
(19,900
)
 
Interest on liability for policy and contract claims
   
3,041
     
2,384
     
1,841
 
Reinsurance recaptured
   
2,177
     
-
     
-
 
Net balance as of December 31
   
79,929
     
68,614
     
53,457
 
 
Add reinsurance recoverables
   
-
     
2,518
     
2,397
 
Ending balance as of December 31
 
$
79,929
   
$
71,132
   
$
55,854
 

The development of 2014 and 2012 liabilities is primarily due to positive experience in claims ultimately settled for less than the estimated liabilities. The 2013 development is primarily due to negative experience in claims ultimately settled for more than the estimated liabilities.

In 2012, UTAIC recorded a pre-tax loss recognition charge of $130.5 million to write off $72.2 million in deferred policy acquisition costs and increase reserves by $58.3 million on its long-term care business, due primarily to the future impact of changes in assumptions related to future investment yields, as well as changes in claims, expenses and persistency assumptions. No additional loss recognition charges were recorded in 2014 or 2013.
 
22

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

H.
Shareholder's Equity

Accumulated Other Comprehensive Income, Net of Tax (“AOCI”) Comprehensive income is defined as all changes in Shareholder’s Equity except those arising from transactions with shareholders. Comprehensive income includes net earnings and other comprehensive income, which consists primarily of changes in net unrealized gains or losses on available for sale securities.

The progression of the components of accumulated other comprehensive income follows (in thousands):

       
Other Comprehensive Income
     
   
AOCI
Beginning
 Balance
   
Pretax
   
Tax
   
Net
Of
Tax
   
AOCI
Ending
Balance
 
Year ended December 31, 2014
                   
Net unrealized gains on securities:
                   
Unrealized holding gains (losses) on securities arising during the period
     
$
(28,906
)
 
$
10,118
   
$
(18,788
)
   
Reclassification adjustment for realized (gains) losses included in net earnings (a)
       
5,505
     
(1,927
)
   
3,578
     
Total net unrealized gains on securities (b)
$
35,517
   
(23,401
)
   
8,191
     
(15,210
)
$
20,307
 
 
Year ended December 31, 2013
                                       
Net unrealized gains on securities:
                                       
Unrealized holding gains (losses) on securities arising during the period
         
$
51,473
   
$
(18,016
)
 
$
33,457
         
Reclassification adjustment for realized (gains) losses included in net earnings (a)
           
(7,809
)
   
2,733
     
(5,076
)
       
Total net unrealized gains on securities (b)
$
7,136
   
43,664
     
(15,283
)
   
28,381
 
$
35,517  
 
Year ended December 31, 2012
                                       
Net unrealized gains on securities (b)
$
6,850
$
440
   
$
(154
)
 
$
286
     $
7,136
 
 
(a)
The reclassification adjustment out of net unrealized gains on securities affected the following lines in UTAIC’s Consolidated Statement of Operations:

OCI component
 
Affected line in the Consolidated Statement of Operations
Pretax
 
Realized gains on securities
Tax
 
Provision for income taxes

 
(b)
Includes net unrealized gains of $585,000 at December 31, 2014 compared to $186,000 at December 31, 2013 and $0 at December 31, 2012, related to securities for which only the credit portion of an other-than-temporary impairment has been recorded in earnings.
 
23

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

I.
Income Taxes

The following is a reconciliation of income taxes at the statutory rate of 35% to the provision (benefit) for income taxes as shown in the Statement of Operations (dollars in thousands):
 
   
2014
   
2013
   
2012
 
   
Amount
   
% of LBT
   
Amount
   
% of LBT
   
Amount
   
% of LBT
 
Losses before income taxes ("LBT")
 
$
(14,530
)
     
$
(11,803
)
     
$
(92,718
)
   
                                     
Income tax benefit at statutory rate
 
$
(5,086
)
   
35
%
 
$
(4,131
)
   
35
%
 
$
(32,451
)
   
35
%
Effect of:
                                               
Tax-exempt interest
   
(524
)
   
4
%
   
(221
)
   
2
%
   
(125
)
   
0
%
Dividends received deduction
   
(45
)
   
0
%
   
(105
)
   
1
%
   
(10
)
   
0
%
State income taxes
   
35
     
0
%
   
(66
)
   
1
%
   
118
     
0
%
Other
   
177
     
(1
%)
   
(52
)
   
0
%
   
(65
)
   
0
%
                                               
Income tax benefit as shown on the Statement of Operations
 
$
(5,443
)
   
38
%
 
$
(4,575
)
   
39
%
 
$
(32,533
)
   
35
%

UTAIC’s 2012 through 2014 tax years remain subject to examination by the IRS.

The total income tax provision (benefit) consists of (in thousands):

   
2014
   
2013
   
2012
 
Current taxes:
           
Federal
 
$
(4,306
)
 
$
(2,269
)
 
$
(4,019
)
Foreign
   
8
     
-
     
17
 
State
   
54
     
(101
)
   
182
 
Deferred taxes:
                       
Federal
   
(1,199
)
   
(2,205
)
   
(28,713
)
Income tax benefit
 
$
(5,443
)
 
$
(4,575
)
 
$
(32,533
)
 
24

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Deferred income tax assets and liabilities reflect temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. The significant components of deferred tax assets and liabilities included in the Balance Sheet at December 31 were as follows (in thousands):

   
2014
   
2013
 
Deferred tax assets:
       
Insurance claims and reserves
 
$
7,441
   
$
7,451
 
Deferred policy acquisition costs
   
1,281
     
402
 
Employee benefits
   
454
     
420
 
Other, net
   
951
     
2,001
 
Total deferred tax assets
   
10,127
     
10,274
 
Deferred tax liabilities:
               
Investment securities
   
(2,676
)
   
(3,531
)
Unrealized gains related to investments
   
(10,934
)
   
(19,125
)
Total deferred tax liabilities
   
(13,610
)
   
(22,656
)
 
Net deferred tax liability
 
$
(3,483
)
 
$
(12,382
)

The likelihood of realizing deferred tax assets is reviewed periodically. There was no valuation allowance against deferred tax assets as of December 31, 2014 and 2013.

The change in the net deferred tax assets primarily relates to the decrease in the deferred tax liability associated with unrealized gains on fixed maturity securities and insurance claims and reserves.

In July 2014, AFG finalized a settlement with the IRS related to tax years 2008 and 2009. As a result, UTAIC’s uncertain tax positions are now effectively settled, allowing UTAIC to reduce its liability for uncertain tax positions by $61,000 in 2014. Although UTAIC will pay $87,000 under this settlement, the reduction in this liability resulted in offsetting increases to UTAIC’s deferred tax liability and, as a result, did not impact its effective tax rate. The following is a progression of UTAIC’s uncertain tax positions, excluding interest and penalties, which all relate to the uncertainty as to the timing of tax return inclusion of investment income of certain debt securities (in thousands):

   
2014
   
2013
   
2012
 
Balance at January 1
 
$
148
   
$
106
   
$
249
 
Reductions for tax positions of prior years
   
(61
)
   
-
     
(200
)
Additions for tax positions of prior year
   
-
     
-
     
15
 
Additions for tax positions of current year
   
-
     
42
     
42
 
Settlements
   
(87
)
   
-
     
-
 
Balance at December 31
 
$
-
   
$
148
   
$
106
 

Net cash refunds/(payments) for income taxes were $1.7 million, $8.9 million and ($0.7 million) for 2014, 2013 and 2012, respectively.

At December 31, 2014 UTAIC had $1.0 million receivable from AFG for current income taxes which is included in other assets on the Balance Sheet. At December 31, 2013 UTAIC had $1.5 million payable to AFG for current income taxes which is included in other liabilities on the Balance Sheet.
 
25

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

J.
Contingencies

UTAIC is involved in litigation from time to time, generally arising in the ordinary course of business. This litigation may include, but is not limited to, general commercial disputes, lawsuits brought by policyholders, employment matters, reinsurance collection matters and actions challenging certain business practices of insurance subsidiaries. None of these matters are expected to have a material adverse impact on UTAIC’s results of operations or financial condition.

K.
Statutory Information

UTAIC is required to file financial statements with state insurance regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities (statutory basis). Net earnings (losses) and capital and surplus on a statutory basis for UTAIC is as follows (in thousands):

Net Earnings/(Losses)
   
Capital and Surplus
 
2014
 
2013
   
2012
   
2014
 
2013
 
$
  (36,576)
 
$
3,471
   
$
(16,379
)
 
$
56,138
   
$
84,410
 

The National Association of Insurance Commissioners’ (“NAIC”) model law for risk based capital (“RBC”) applies to life insurance companies. RBC formulas determine the amount of capital that an insurance company needs so that it has an acceptable expectation of not becoming financially impaired. Companies below specific trigger points or ratios are subject to regulatory action. At December 31, 2014 and 2013, the capital ratios of UTAIC exceeded the RBC requirements.

UTAIC did not use any prescribed or permitted statutory accounting practices that differed from the NAIC statutory accounting practices at December 31, 2014 or 2013.

UTAIC received cash capital contributions from its sole shareholder, GAFRI, totaling $10.0 million, $35.0 million and $4.0 million in 2014, 2013 and 2012 respectively. The maximum amount of dividends that can be paid to shareholders in 2015 by life insurance companies domiciled in the State of Texas without prior approval of the Insurance Commissioner is the greater of 10% of statutory surplus as regards to policyholders or statutory net income as of the preceding December 31, but only to the extent of statutory earned surplus as of the preceding December 31. The maximum amount of dividends payable in 2015 by UTAIC without prior approval is $0 based on net loss and/or earned deficit.

L.
Additional Information

Related Parties Certain administrative, management, accounting, actuarial, data processing, collection and investment services are provided under agreements between UTAIC and affiliates. The amount received from Continental General Insurance Company, an affiliate, for such services was $3.2 million, $1.5 million and $5.2 million in 2014, 2013 and 2012, respectively. The amount paid to affiliates for such services was $2.7 million, $3.4 million and $1.2 million 2014, 2013 and 2012, respectively. At December 31, 2014 and 2013 UTAIC had net intercompany receivables of $0.3 million and $0.2 million, respectively.

Operating Leases Total rental expense for leases of office space was $560,000, $481,000 and $397,000 in 2014, 2013 and 2012, respectively. UTAIC leases space from AFG and GAFRI. UTAIC has no contractual obligations for rent but expects to pay similar amounts in future periods to AFG and GAFRI.

Benefit Plans UTAIC expensed approximately $195,000, $178,000 and $336,000 in 2014, 2013 and 2012, respectively, related to the retirement and employee savings plans.
 
26

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS — CONTINUED

M.
Subsequent Event

The Company has evaluated subsequent events through September 3, 2015, the date its financial statements were available to be issued.

On April 14, 2015 GAFRI and UTAIC entered into a definitive agreement with HC2 Holding Inc. to sell all of the stock of UTAIC and Continental General Insurance Company, an affiliate. The agreement is subject to receipt of regulatory approvals and is expected to close in the second half of 2015.
 
 
27


Exhibit 99.2
 



 
UNITED TEACHER ASSOCIATES INSURANCE COMPANY


Financial Statements (Unaudited)

Six months ended June 30, 2015 and 2014

GreatAmericanInsuranceGroup.com
 


©2015 Great American Insurance Company is an equal opportunity provider. 301 E. Fourth Street, Cincinnati, OH 45202.
 


UNITED TEACHER ASSOCIATES INSURANCE COMPANY
BALANCE SHEET (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)

   
June 30,
2015
   
December 31,
2014
 
Assets:
       
Cash and cash equivalents
 
$
21,760
   
$
42,372
 
Investments:
               
Fixed maturities, available for sale at fair value (amortized cost - $911,503 and $861,910)
   
1,003,150
     
983,088
 
Equity securities, available for sale at fair value (cost - $66,193 and $59,441)
   
67,407
     
61,833
 
Policy loans
   
15,831
     
15,930
 
Other investments
   
3,666
     
2,455
 
 
Total cash and investments
   
1,111,814
     
1,105,678
 
 
Recoverables from reinsurers
   
179,262
     
185,128
 
Deferred policy acquisition costs
   
49,472
     
52,133
 
Accrued investment income
   
12,100
     
11,535
 
Other assets
   
4,551
     
6,160
 
 
Total assets
 
$
1,357,199
   
$
1,360,634
 
 
Liabilities and Equity:
               
Annuity benefits accumulated
 
$
191,760
   
$
194,785
 
Life, accident and health reserves
   
947,004
     
947,642
 
Net deferred tax liability
   
289
     
3,483
 
Other liabilities
   
12,705
     
12,541
 
 
Total liabilities
   
1,151,758
     
1,158,451
 
 
Shareholder's Equity:
               
Common stock, par value - $1 per share:
               
- 5,000,000 shares authorized
               
- 2,500,005 shares issued and outstanding
   
2,500
     
2,500
 
Capital surplus
   
149,524
     
149,040
 
Retained earnings
   
33,772
     
30,336
 
Accumulated other comprehensive income, net of tax
   
19,645
     
20,307
 
 
Total shareholder's equity
   
205,441
     
202,183
 
 
Total liabilities and shareholder's equity
 
$
1,357,199
   
$
1,360,634
 

See notes to financial statements.

1

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF EARNINGS (UNAUDITED)
(In Thousands)

   
Six Months Ended June 30
 
   
2015
   
2014
 
Revenues:
       
Life, accident and health net earned premiums
 
$
35,947
   
$
36,084
 
Net investment income
   
30,213
     
31,009
 
Realized gains (losses) on securities (*)
   
(1,485
)
   
825
 
Other income
   
19
     
19
 
 
Total revenues
   
64,694
     
67,937
 
 
Cost and expenses:
               
Annuity benefits
   
3,628
     
3,710
 
Life, accident and health benefits
   
40,735
     
50,122
 
Insurance acquisition expenses, net
   
8,435
     
8,766
 
Other operating and general expenses
   
7,029
     
5,991
 
 
Total costs and expenses
   
59,827
     
68,589
 
 
Earnings (loss) before income taxes
   
4,867
     
(652
)
Provision (benefit)  for income taxes
   
1,431
     
(494
)
Net earnings (loss)
 
$
3,436
   
$
(158
)
 
(*)   Consists of the following:
               
 
Realized gains (losses) before impairments
 
$
169
   
$
825
 
 
Losses on securities with impairment
   
(1,654
)
   
-
 
Non-credit portion recognized in other comprehensive income (loss)
   
-
     
-
 
Impairment charges recognized in earnings
   
(1,654
)
   
-
 
Total realized gains (losses) on securities
 
$
(1,485
)
 
$
825
 

See notes to financial statements.

2

UNITED TEACHER ASSOCIATES INSURANCE COMPANY STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
(In Thousands)

   
Six Months Ended June 30
 
   
2015
   
2014
 
Comprehensive Income:
       
Net earnings (loss)
 
$
3,436
   
$
(158
)
Other comprehensive income, net of tax:
               
Net unrealized gains (losses) on securities:
               
Unrealized holding gains (losses) on securities arising during the period
   
(1,627
)
   
14,209
 
Reclassification adjustment for realized losses (gains) included in net earnings (loss)
   
965
     
(536
)
Total net unrealized gains (losses) on securities
   
(662
)
   
13,673
 
Total comprehensive income, net of tax
 
$
2,774
   
$
13,515
 

See notes to financial statements.

3

UNITED TEACHER ASSOCIATES INSURANCE COMPANY

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

(Dollars in Thousands)

       
Shareholder's Equity
 
   
Common
Shares
   
Common Stock
and Capital
Surplus
   
Retained
Earnings
   
Accumulated
Other Comp
Inc. (Loss)
   
Total
 
Balance at December 31, 2014
   
2,500,005
   
$
151,540
   
$
30,336
   
$
20,307
   
$
202,183
 
 
Net earnings
   
-
     
-
     
3,436
     
-
     
3,436
 
 
Other comprehensive loss
   
-
     
-
     
-
     
(662
)
   
(662
)
 
Other
   
-
     
484
     
-
     
-
     
484
 
 
Balance at June 30, 2015
   
2,500,005
   
$
152,024
   
$
33,772
   
$
19,645
   
$
205,441
 

See notes to financial statements.

4

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
STATEMENT OF CASH FLOWS (UNAUDITED)
(In Thousands)

   
Six Months Ended June 30
 
   
2015
   
2014
 
Operating Activities:
       
Net earnings (loss)
 
$
3,436
   
$
(158
)
Adjustments:
               
Depreciation and amortization
   
(211
)
   
(479
)
Annuity benefits
   
3,628
     
3,710
 
Realized (gains) losses on investing activities
   
1,485
     
(825
)
Deferred annuity and life policy acquisition costs
   
(222
)
   
(292
)
Amortization of insurance acquisition costs
   
3,611
     
3,733
 
Change in:
               
Life, accident and health reserves
   
28,250
     
37,022
 
Recoverables from reinsurers
   
5,866
     
(2,920
)
Accrued investment income
   
(565
)
   
(341
)
Net deferred tax liability
   
(2,885
)
   
4,108
 
Other assets
   
1,851
     
(1,128
)
Other liabilities
   
(2,048
)
   
(3,714
)
Other operating activities, net
   
(468
)
   
(17
)
 
Net cash provided by operating activities
   
41,728
     
38,699
 
 
Investing Activities:
               
Purchases of:
               
Fixed maturities
   
(92,497
)
   
(52,811
)
Equity securities
   
(7,149
)
   
(14,212
)
Other investments
   
(939
)
   
(670
)
Proceeds from:
               
Maturities and redemptions of fixed maturities
   
38,940
     
27,031
 
Sales of fixed maturities
   
3,542
     
2,510
 
Sales of equity securities
   
1,654
     
-
 
Other investments
   
235
     
2,829
 
Other investing activities, net
   
99
     
190
 
 
Net cash used in investing activities
   
(56,115
)
   
(35,133
)
 
Financing Activities:
               
Annuity receipts
   
1,691
     
1,980
 
Annuity surrenders, benefits and withdrawals
   
(7,916
)
   
(7,676
)
 
Net cash used in financing activities
   
(6,225
)
   
(5,696
)
 
Net Change in Cash and Cash Equivalents
   
(20,612
)
   
(2,130
)
Cash and cash equivalents at beginning of year
   
42,372
     
19,774
 
Cash and cash equivalents at end of year
 
$
21,760
   
$
17,644
 

See notes to financial statements.

5

UNITED TEACHER ASSOCIATES INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

A.
Accounting Policies

Basis of Presentation The accompanying interim financial statements are unaudited; however, management believes that all adjustments (consisting of normal recurring accruals unless otherwise indicated) necessary for a fair presentation have been made. The results of operations for interim periods are not necessarily indicative of results expected for the year. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” ) for interim reporting. These unaudited financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2014. There are no changes to our significant accounting policies described in our audited financial statements.

The financial statements include the accounts of United Teacher Associates Insurance Company (“UTAIC” or the “Company”). UTAIC is a direct wholly-owned subsidiary of Great American Financial Resources, Inc. (“GAFRI”), a financial services holding company wholly-owned by American Financial Group, Inc. (“AFG”). The financial statements also include costs paid on behalf of UTAIC by GAFRI. These costs are recorded as expense in the period incurred and shown as an increase in capital surplus.

Although the Company does not currently market any life, annuity or long-term care insurance, UTAIC’s product portfolio includes a diversified mix of closed blocks of life, annuity and long-term care (“LTC”) health insurance products.

The Company accepts new premium sales (Medicare supplement, critical illness and other non-health products), for certain states, through a reinsurance fronting agreement, whereby the Company reinsures 100% of these premiums through a coinsurance agreement with Loyal American Life Insurance Company, a Cigna subsidiary.

Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The standards establish a hierarchy of valuation techniques based on whether the assumptions that market participants would use in pricing the asset or liability (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect UTAIC’s assumptions about the assumptions market participants would use in pricing the asset or liability.

Investments Fixed maturity and equity securities classified as “available for sale” are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (“AOCI”) in UTAIC’s Balance Sheet. Policy loans are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the interest method. Mortgage-backed securities (“MBS”) are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations.

6

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on securities) and the cost basis of that investment is reduced. If management can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in other comprehensive income). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. Both components are shown in the Statement of Earnings. If management intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.

Derivatives Derivatives included in UTAIC’s Balance Sheet are recorded at fair value and consist of components of certain fixed maturity securities (primarily interest-only MBS). Changes in fair value of derivatives are included in earnings.

Deferred Policy Acquisition Costs (“DPAC”) Policy acquisition costs (principally commissions and certain underwriting and policy issuance costs) directly related to the successful acquisition or renewal of an insurance contract are deferred. DPAC also includes capitalized costs associated with sales inducements offered to fixed annuity policyholders such as enhanced interest rates and premium and persistency bonuses.

DPAC related to annuities is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies. Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and annuity policy charges, less death, annuitization and estimated future policy administration expenses. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, such adjustments are reflected as components of realized gains (losses) on securities.

DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues. See “Life, Accident and Health Reserves” below for details on the impact of loss recognition on the accounting for traditional life and health insurance contracts.

DPAC includes the present value of future profits on business in force of annuity, life, accident and health insurance companies acquired (“PVFP”). PVFP represents the portion of the costs to acquire companies that is allocated to the value of the right to receive future cash flows from insurance contracts existing at the date of acquisition. PVFP is amortized with interest in relation to expected gross profits of the acquired policies for annuities and in relation to the premium paying period for traditional life and health insurance products.

DPAC and certain other balance sheet amounts related to annuity and life businesses are also adjusted, net of tax, for the change in expense that would have been recorded if the unrealized gains (losses) from securities had actually been realized. These adjustments are included in unrealized gains (losses) on marketable securities, a component of AOCI in UTAIC’s Balance Sheet.

7

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Reinsurance Premium revenue and benefits are reported net of the amounts related to reinsurance ceded to and assumed from other companies. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. Amounts received from reinsurers that represent recovery of acquisition costs are netted against DPAC, so that the net amount is capitalized. The cost of reinsurance is accounted for over the term of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies.

Annuity Benefits Accumulated Annuity receipts and benefit payments are recorded as increases or decreases in annuity benefits accumulated rather than as revenue and expense. Increases in this liability (primarily interest credited) are charged to expense and decreases for charges are credited to annuity policy charges revenue. Reserves for traditional fixed annuities are generally recorded at the stated account value.

Life, Accident and Health Reserves Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations unless a loss recognition event (premium deficiency) occurs. Claim reserves and liabilities established for accident and health claims are modified as necessary to reflect actual experience and developing trends.

For long-duration contracts (such as traditional life and long-term care insurance policies), loss recognition occurs when, based on current expectations as of the measurement date, existing contract liabilities plus the present value of future premiums (including reasonably expected rate increases) are not expected to cover the present value of future claims payments and related settlement and maintenance costs (excluding overhead) as well as unamortized acquisition costs. If a block of business is determined to be in loss recognition, a charge is recorded in earnings in an amount equal to the excess of the present value of expected future claims costs and unamortized acquisition costs over existing reserves plus the present value of expected future premiums (with no provision for adverse deviation). The charge is recorded first to reduce unamortized acquisition costs and then as an additional reserve (if unamortized acquisition costs have been reduced to zero).

In addition, reserves for traditional life and long-term care insurance policies are subject to adjustment for loss recognition charges that would have been recorded if the unrealized gains from securities had actually been realized. This adjustment is included in unrealized gains (losses) on marketable securities, a component of AOCI in UTAIC’s Balance Sheet.

Premium Recognition For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders.

Income Taxes The Company has an intercompany tax allocation agreement with AFG. Pursuant to the agreement, the Company’s tax expense is determined based upon its inclusion in the consolidated tax return of AFG and its includable subsidiaries. Estimated payments are made quarterly during the year. Following year-end, additional settlements are made on the original due date of the return and, when extended, at the time the return is filed. The method of allocation among the companies under the agreement is based upon separate return calculations with current credit for losses to the extent the losses provide a benefit in the consolidated return.

Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. A valuation allowance is established to reduce total deferred tax assets to an amount that will more likely than not be realized.

UTAIC recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained under examination by the appropriate taxing authority. Interest and penalties on UTAIC’s reserve for uncertain tax positions are recognized as a component of tax expense.

8

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Benefit Plans UTAIC provides retirement benefits to qualified employees of participating companies through the AFG 401(k) Retirement and Savings Plan, a defined contribution plan. AFG and its subsidiaries make all contributions to the retirement fund portion of the plan and match a percentage of employee contributions to the savings fund. Company contributions are expensed in the year for which they are declared.

Statement of Cash Flows For cash flow purposes, “investing activities” are defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. “Financing activities” include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, surrenders, benefits and withdrawals are also reflected as financing activities. All other activities are considered “operating.” Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements.

B.
Fair Value Measurements

Accounting standards for measuring fair value are based on inputs used in estimating fair value. The three levels of the hierarchy are as follows:

Level 1 — Quoted prices for identical assets or liabilities in active markets (markets in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis). UTAIC’s Level 1 financial instruments consist primarily of publicly traded equity securities and highly liquid government bonds for which quoted market prices in active markets are available.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets or liabilities in inactive markets (markets in which there are few transactions, the prices are not current, price quotations vary substantially over time or among market makers, or in which little information is released publicly); and valuations based on other significant inputs that are observable in active markets. UTAIC’s Level 2 financial instruments include corporate and municipal fixed maturity securities, mortgage-backed securities (“M BS”) and non-affiliated common stocks priced using observable inputs. Level 2 inputs include benchmark yields, reported trades, corroborated broker/dealer quotes, issuer spreads and benchmark securities. When non-binding broker quotes can be corroborated by comparison to similar securities priced using observable inputs, they are classified as Level 2.

Level 3 — Valuations derived from market valuation techniques generally consistent with those used to estimate the fair values of Level 2 financial instruments in which one or more significant inputs are unobservable or when the market for a security exhibits significantly less liquidity relative to markets supporting Level 2 fair value measurements. The unobservable inputs may include management’s own assumptions about the assumptions market participants would use based on the best information available in the circumstances. UTAIC’s Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker quotes or internally developed using significant inputs not based on, or corroborated by, observable market information.

9

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

UTAIC’s management is responsible for the valuation process and uses data from outside sources (including nationally recognized pricing services and broker/dealers) in establishing fair value. The Company's internal investment professionals are a group of approximately 20 analysts whose primary responsibility is to manage AFG’s investment portfolio. These professionals monitor individual investments as well as overall industries and are active in the financial markets on a daily basis. The group is led by AFG’s chief investment officer, who reports directly to one of AFG’s Co-CEOs. Valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by AFG’s internal investment professionals who are familiar with the securities being priced and the markets in which they trade to ensure the fair value determination is representative of an exit price. To validate the appropriateness of the prices obtained, these investment managers consider widely published indices (as benchmarks), recent trades, changes in interest rates, general economic conditions and the credit quality of the specific issuers. In addition, AFG communicates directly with the pricing service regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.

Assets measured and carried at fair value in the financial statements are summarized below (in thousands):

June 30, 2015
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
               
Available for sale ("AFS") fixed maturities:
               
U.S. Government and government agencies
 
$
4,105
   
$
5,512
   
$
-
   
$
9,617
 
States, municipalities and political subdivisions
   
-
     
320,197
     
5,461
     
325,658
 
Foreign government
   
-
     
4,717
     
-
     
4,717
 
Residential MBS
   
-
     
114,829
     
23,891
     
138,720
 
Commercial MBS
   
-
     
58,867
     
2,983
     
61,850
 
Asset-backed securities ("ABS")
   
-
     
27,541
     
2,126
     
29,667
 
Corporate and other
   
2,472
     
421,681
     
8,768
     
432,921
 
Total AFS fixed maturities
   
6,577
     
953,344
     
43,229
     
1,003,150
 
Equity securities
   
60,363
     
4,244
     
2,800
     
67,407
 
Total assets accounted for at fair value
 
$
66,940
   
$
957,588
   
$
46,029
   
$
1,070,557
 
 
December 31, 2014
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
               
Available for sale fixed maturities:
               
U.S. Government and government agencies
 
$
6,816
   
$
5,987
   
$
-
   
$
12,803
 
States, municipalities and political subdivisions
   
-
     
313,429
     
5,757
     
319,186
 
Foreign government
   
-
     
4,697
     
-
     
4,697
 
Residential MBS
   
-
     
130,457
     
17,331
     
147,788
 
Commercial MBS
   
-
     
61,675
     
3,128
     
64,803
 
Asset-backed securities
   
-
     
31,560
     
4,142
     
35,702
 
Corporate and other
   
536
     
389,472
     
8,101
     
398,109
 
Total AFS fixed maturities
   
7,352
     
937,277
     
38,459
     
983,088
 
Equity securities
   
54,782
     
3,005
     
4,046
     
61,833
 
Total assets accounted for at fair value
 
$
62,134
   
$
940,282
   
$
42,505
   
$
1,044,921
 
 
At June 30, 2015 and December 31, 2014 no liabilities were carried at fair value.

10

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

There were no transfers between Level 1 and Level 2 during the six months ended June 30, 2015. There was one perpetual preferred stock with a fair value of $1 million transferred from Level 1 to Level 2 during the six months ended June 30, 2014 due to decreases in trade frequency resulting in lack of available trade data sufficient to warrant classification in Level 1. Approximately 4% of the total assets carried at fair value on June 30, 2015, were Level 3 assets. Approximately 69% ($32 million) of the Level 3 assets were priced using non-binding broker quotes, for which there is a lack of transparency as to the inputs used to determine fair value. Details as to the quantitative inputs are neither provided by the brokers nor otherwise reasonably obtainable by UTAIC. Since internally developed Level 3 asset fair values represent less than of 1% of the total assets measured at fair value and less than 3% of UTAIC’s shareholder’s equity, changes in unobservable inputs used to determine internally developed fair values would not have a material impact on UTAIC’s financial position.

Changes in balances of Level 3 financial assets carried at fair value during the six months ended June 30, 2015 and 2014 are presented below (in thousands). The transfers into and out of Level 3 were due to changes in the availability of market observable inputs. All transfers are reflected in the table at fair value as of the end of the reporting period.
 
       
Total realized/unrealized
gains (losses) included in
                     
 
Balance at
December 31,
2014
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
June 30,
2015
 
AFS fixed maturities:
State and municipal
 
$
5,757
   
$
197
   
$
(493
)
 
$
-
   
$
-
   
$
-
   
$
-
   
$
5,461
 
Residential MBS
   
17,331
     
(512
)
   
212
     
-
     
(182
)
   
10,697
     
(3,655
)
   
23,891
 
Commercial MBS
   
3,128
     
(45
)
   
(100
)
   
-
     
-
     
-
     
-
     
2,983
 
Asset-backed securities
   
4,142
     
(16
)
   
-
     
-
     
(2,000
)
   
-
     
-
     
2,126
 
Corporate and other
   
8,101
     
17
     
(208
)
   
-
     
(111
)
   
969
     
-
     
8,768
 
Equity securities
   
4,046
     
(308
)
   
29
     
-
     
-
     
-
     
(967
)
   
2,800
 
 
 
       
Total realized/unrealized
gains (losses) included in
                     
 
Balance at
December 31,
2013
Net
earnings
(loss)
Other
comp.
income
(loss)
Purchases
and
issuances
Sales
and
settlements
Transfer
into
Level 3
Transfer
out of
Level 3
Balance at
June 30,
2014
AFS fixed maturities: 
                               
Residential MBS
 
$
25,832
   
$
(786
)
 
$
203
   
$
-
   
$
(263
)
 
$
6,709
   
$
(16,533
)
 
$
15,162
 
Commercial MBS
   
2,714
     
(8
)
   
118
     
-
     
-
     
-
     
-
     
2,824
 
Asset-backed securities
   
4,404
     
(8
)
   
134
     
-
     
-
     
2,008
     
-
     
6,538
 
Corporate and other
   
6,717
     
233
     
(301
)
   
-
     
(918
)
   
-
     
-
     
5,731
 
Equity securities
   
1,288
     
-
     
264
     
2,250
     
-
     
1,503
     
(1,337
)
   
3,968
 

11

 UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Fair Value of Financial Instruments  The carrying value and fair value of financial instruments that are not carried at fair value in the financial statements at June 30, 2015 and December 31, 2014 are summarized below (in thousands):

 
Carrying
Value
 
Estimated
 Fair Value
 
Level 1
 
Level 2
 
Level 3
 
June 30, 2015
         
Financial assets:
         
Cash and cash equivalents
 
$
21,760
   
$
21,760
   
$
21,760
   
$
-
   
$
-
 
Policy loans
   
15,831
     
15,831
     
-
     
-
     
15,831
 
Total financial assets not accounted for at fair value
 
$
37,591
   
$
37,591
   
$
21,760
   
$
-
   
$
15,831
 
 
Financial liabilities:
                                       
Annuity benefits accumulated(*)
 
$
191,196
   
$
199,437
   
$
-
   
$
-
   
$
199,437
 
Total financial liabilities not accounted for at fair value
 
$
191,196
   
$
199,437
   
$
-
   
$
-
   
$
199,437
 
 
 
 
Carrying
Value
 
Estimated
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2014
         
Financial assets:
         
Cash and cash equivalents
 
$
42,372
   
$
42,372
   
$
42,372
   
$
-
   
$
-
 
Policy loans
   
15,930
     
15,930
     
-
     
-
     
15,930
 
Total financial assets not accounted for at fair value
 
$
58,302
   
$
58,302
   
$
42,372
   
$
-
   
$
15,930
 
 
Financial liabilities:
                                       
Annuity benefits accumulated(*)
 
$
194,425
   
$
208,782
   
$
-
   
$
-
   
$
208,782
 
                                         
Total financial liabilities not accounted for at fair value
 
$
194,425
   
$
208,782
   
$
-
   
$
-
    $    
 
(*)
Excludes life contingent annuities in the payout phase.

The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturities of these instruments. The fair value of policy loans is estimated to approximate carrying value; policy loans have no defined maturity dates and are inseparable from insurance contracts. The fair value of annuity benefits was estimated based on expected cash flows discounted using forward interest rates adjusted for the Company’s credit risk and includes the impact of maintenance expenses and capital costs.
 
12
UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

C.
Investments

Available for sale fixed maturities and equity securities at June 30, 2015 and December 31, 2014 consisted of the following (in thousands):

     
June 30, 2015
  
December 31, 2014   
  Amortized
Fair
Gross Unrealized
Amortized
Fair
Gross Unrealized
   
Cost
   
Value
   
Gains
    Losses    
Cost
   
Value
   
Gains
    Losses  
Fixed Maturities:
                               
U.S. Government and government agencies
 
$
8,990
   
$
9,617
   
$
627
   
$
-
   
$
12,026
   
$
12,803
   
$
777
   
$
-
 
States, municipalities and political subdivisions
   
294,331
     
325,658
     
34,177
     
(2,850
)
   
275,519
     
319,186
     
44,058
     
(391
)
Foreign government
   
3,982
     
4,717
     
735
     
-
     
3,982
     
4,697
     
715
     
-
 
Residential MBS
   
125,425
     
138,720
     
13,664
     
(369
)
   
133,208
     
147,788
     
15,147
     
(567
)
Commercial MBS
   
58,462
     
61,850
     
3,388
     
-
     
60,345
     
64,803
     
4,458
     
-
 
Asset-backed securities
   
29,034
     
29,667
     
685
     
(52
)
   
35,030
     
35,702
     
759
     
(87
)
Corporate and other
   
391,279
     
432,921
     
44,920
     
(3,278
)
   
341,800
     
398,109
     
56,853
     
(544
)
Total fixed maturities
 
$
911,503
   
$
1,003,150
   
$
98,196
   
$
(6,549
)
 
$
861,910
   
$
983,088
   
$
122,767
   
$
(1,589
)
Common stocks
 
$
38,936
   
$
39,759
   
$
2,771
   
$
(1,948
)
 
$
37,719
   
$
39,691
   
$
3,254
   
$
(1,282
)
Perpetual preferred stocks
 
$
27,257
   
$
27,648
   
$
632
   
$
(241
)
 
$
21,722
   
$
22,142
   
$
674
   
$
(254
)

The non-credit related portion of other-than-temporary impairment charges is included in other comprehensive income. Cumulative non-credit charges taken for securities still owned at June 30, 2015 and December 31, 2014, respectively, were $5.7 million and $5.8 million. Gross unrealized gains on such securities at June 30, 2015 and December 31, 2014 were $3.8 million and $4.0 million, respectively. Gross unrealized losses on such securities at June 30, 2015 and December 31, 2014 were $285,000 and $303,000, respectively. These amounts represent the non-credit other-than-temporary impairment charges recorded in AOCI adjusted for subsequent changes in fair values and relate to residential MBS.
 
13
UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

The following tables show gross unrealized losses (dollars in thousands) on fixed maturities and equity securities by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2015 and December 31, 2014.

   
Less Than Twelve Months
   
Twelve Months or M ore
 
June 30, 2015
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
(2,066
)
   
43,678
     
95
%
   
(784
)
   
3,828
     
83
%
Residential M BS
   
(64
)
   
11,028
     
99
%
   
(305
)
   
11,584
     
97
%
Commercial M BS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
(46
)
   
6,727
     
99
%
   
(6
)
   
1,994
     
100
%
Corporate and other
   
(3,278
)
   
82,678
     
96
%
   
-
     
-
     
-
%
Total fixed maturities
 
$
(5,454
)
 
$
144,111
     
96
%
 
$
(1,095
)
 
$
17,406
     
94
%
Common stocks
 
$
(1,948
)
 
$
19,943
     
91
%
 
$
-
   
$
-
     
-
%
Perpetual preferred stocks
 
$
(170
)
 
$
7,337
     
98
%
 
$
(71
)
 
$
2,929
     
98
%
 
   
Less Than Twelve Months
Twelve Months or More
 
December 31, 2014
 
Unrealized
Loss
 
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed M aturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
   
-
%
States, municipalities and political subdivisions
   
-
     
-
     
-
%
   
(391
)
   
11,161
   
97
%
Residential M BS
   
(331
)
   
21,576
     
98
%
   
(236
)
   
6,021
   
96
%
Commercial M BS
   
-
     
-
     
-
%
   
-
     
-
   
-
%
Asset-backed securities
   
(62
)
   
6,415
     
99
%
   
(25
)
   
6,123
   
100
%
Corporate and other
   
(474
)
   
5,154
     
92
%
   
(70
)
   
6,173
   
99
%
Total fixed maturities
 
$
(867
)
 
$
33,145
     
97
%
 
$
(722
)
 
$
29,478
   
98
%
Common stocks
 
$
(779
)
 
$
14,298
     
95
%
 
$
(503
)
 
$
4,474
   
90
%
Perpetual preferred stocks
 
$
(254
)
 
$
8,246
     
97
%
 
$
-
   
$
-
   
-
%
 
At June 30, 2015, the gross unrealized losses on fixed maturities of $6.5 million relate to 109 securities. Investment grade securities (as determined by nationally recognized rating agencies) represented approximately 80% of the gross unrealized loss and 86% of the fair value.
 
14
UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

The determination of whether unrealized losses are “other-than-temporary” requires judgment based on subjective as well as objective factors. Factors considered and resources used by management include:
 
 
a)
whether the unrealized loss is credit-driven or a result of changes in market interest rates,
b)
the extent to which fair value is less than cost basis,
c)
cash flow projections received from independent sources,
d)
historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases,
e)
near-term prospects for improvement in the issuer and/or its industry,
f)
third party research and communications with industry specialists,
g)
financial models and forecasts,
h)
continuity of dividend payments, maintenance of investment grade ratings and hybrid nature of certain investments,
i)
discussions with issuer management, and
j)
ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value.
 
UTAIC analyzes its MBS securities for other-than-temporary impairment each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan to collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data. For the six months ended June 30, 2015 and 2014, UTAIC recorded $29,000 and $0, respectively, in other-than-temporary impairment charges related to its residential MBS.

UTAIC recorded $1.6 million in other-than-temporary impairment charges on common stocks in for the six months ended June 30, 2015. At June 30, 2015, the gross unrealized losses on common stocks of $1.9 million relate to 20 securities, no securities have been in an unrealized loss position for more than 12 months.

Management believes UTAIC will recover its cost basis in the securities with unrealized losses and that UTAIC has the ability to hold the securities until they recover in value and had no intent to sell them at June 30, 2015.

A progression of the credit portion of other-than-temporary impairments on fixed maturity securities for which the non-credit portion of an impairment has been recognized in other comprehensive income is shown below (in thousands):

   
2015
   
2014
 
Balance at January 1
 
$
4,256
   
$
4,307
 
Additional credit impairments on:
               
Securities without prior impairments
   
29
     
-
 
Reductions due to sales or redemptions
   
(61
)
   
(64
)
Balance at June 30
 
$
4,224
   
$
4,243
 

15
UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

The table below sets forth the scheduled maturities of available for sale fixed maturities as of June 30, 2015 (dollars in thousands). Securities with sinking funds are reported at average maturity. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.

  Amortized     Fair Value  
Maturity
 
Cost
   
Amount
   
%
 
One year or less
 
$
16,705
   
$
17,180
     
2
%
After one year through five years
   
105,256
     
114,456
     
11
%
After five years through ten years
   
114,124
     
122,685
     
12
%
After ten years
   
462,497
     
518,592
     
52
%
Subtotal
   
698,582
     
772,913
     
77
%
MBS (average life of approximately 5 years)
   
183,887
     
200,570
     
20
%
ABS (average life of approximately 5 years)
   
29,034
     
29,667
     
3
%
Total
 
$
911,503
   
$
1,003,150
     
100
%

Certain risks are inherent in connection with fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates.

There were no investments in individual issuers that exceeded 10% of Shareholder’s Equity at June 30, 2015 or December 31, 2014.
 
16
UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Net Unrealized Gain on Marketable Securities In addition to adjusting equity securities and fixed maturity securities classified as “available for sale” to fair value, G AAP requires that deferred policy acquisition costs and certain other balance sheet amounts related to annuity, life and health businesses be adjusted to the extent that unrealized gains and losses from securities would result in adjustments to those balances had the unrealized gains or losses actually been realized. The following table shows (in thousands) the components of the net unrealized gain on securities that is included in AOCI in UTAIC’s Balance Sheet.

         
June 30, 2015
       
   
Pretax
   
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
91,647
   
$
(32,076
)
 
$
59,571
 
Equity securities
   
1,214
     
(425
)
   
789
 
Deferred policy acquisition costs
   
(5,108
)
   
1,788
     
(3,320
)
Life, accident & health reserves
   
(57,530
)
   
20,135
     
(37,395
)
   
$
30,223
   
$
(10,578
)
 
$
19,645
 
 
 
         
December 31, 2014
       
   
Pretax
   
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
121,178
   
$
(42,412
)
 
$
78,766
 
Equity securities
   
2,392
     
(837
)
   
1,555
 
Deferred policy acquisition costs
   
(5,909
)
   
2,068
     
(3,841
)
Life, accident & health reserves
   
(86,420
)
   
30,247
     
(56,173
)
   
$
31,241
   
$
(10,934
)
 
$
20,307
 
 
Net Investment Income The following table shows (in thousands) investment income earned and investment expenses incurred for the six months ended June 30.

   
2015
   
2014
 
Investment income
       
Fixed maturities
 
$
26,952
   
$
27,464
 
Equity securities
   
2,385
     
2,782
 
Policy loans
   
523
     
505
 
Other
   
516
     
310
 
Gross investment income
   
30,376
     
31,061
 
Investment expenses
   
(163
)
   
(52
)
 
Net investment income
 
$
30,213
   
$
31,009
 

UTAIC’s investment portfolio is managed by a subsidiary of AFG. Investment expenses included investment management fees charged by this subsidiary of $119,000 and $1,000 for the six months ended June 30, 2015 and 2014, respectively.
 
17
UNITED TEACHER ASSOCIATES INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

Realized gains (losses) and changes in unrealized appreciation (depreciation) related to fixed maturity and equity security investments are summarized as follows (in thousands):

   
Fixed
Maturities
   
Equity
Securities
   
Mortgage
Loans
and Other
Investments
   
Other (a)
   
Tax Effects
   
Total
 
Six months ended June 30, 2015
                       
Realized before impairments
 
$
(597
)
 
$
702
   
$
-
   
$
64
   
$
(59
)
 
$
110
 
Realized - impairments
   
(29
)
   
(1,625
)
   
-
     
-
     
579
     
(1,075
)
Change in unrealized
   
(29,531
)
   
(1,178
)
   
-
     
29,691
     
356
     
(662
)
 
Six months ended June 30, 2014
                                               
Realized before impairments
 
$
775
   
$
-
   
$
-
   
$
50
   
$
(289
)
 
$
536
 
Realized - impairments
   
-
     
-
     
-
     
-
     
-
     
-
 
Change in unrealized
   
42,024
     
2,276
     
-
     
(23,265
)
   
(7,362
)
   
13,673
 

 
(a)
Primarily adjustments to deferred policy acquisition costs and reserves related to long-term care business

Gross realized gains and losses (excluding impairment writedowns and mark-to-market of derivatives) on available for sale fixed maturity and equity security investment transactions included in the Statement of Cash Flows consisted of the following for the six months ended June 30 (in thousands):

   
2015
   
2014
 
Fixed maturities:
       
Gross gains
 
$
1,091
   
$
355
 
Gross losses
   
(30
)
   
(79
)
 
Equity securities:
               
Gross gains
   
702
     
-
 
Gross losses
   
-
     
-
 

D.
Derivatives

UTAIC has investments in MBS that contain embedded derivatives (primarily interest-only MBS) that do not qualify for hedge accounting. UTAIC records the entire change in the fair value of these securities in earnings. These investments are part of UTAIC’s overall investment strategy, representing a small component of UTAIC’s overall investment portfolio and had a fair value of $19.5 million at June 30, 2015 and $21.5 million at December 31, 2014. The gain or loss resulting for changes in fair value of these securities is included in realized gains on securities in the Statement of Earnings and was a loss of $1.7 million for the six months ended June 30, 2015 and a gain of $0.5 million for the six months ended June 30, 2014.
 
18

UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

E.
Shareholder's Equity

Accumulated Other Comprehensive Income, Net of Tax (“AOCI”) Comprehensive income is defined as all changes in Shareholder’s Equity except those arising from transactions with shareholders. Comprehensive income includes net earnings and other comprehensive income, which consists primarily of changes in net unrealized gains or losses on available for sale securities.

The progression of the components of accumulated other comprehensive income follows (in thousands):
 
       
Other Comprehensive Income
     
   
AOCI
Beginning
Balance
   
Pretax
   
Tax
   
Net
of
Tax
   
AOCI
Ending
Balance
 
Six Months Ended June 30, 2015
                   
Net unrealized gains on securities:
                   
Unrealized holding gains (losses) on securities arising during the period
     
$
(2,503
)
 
$
876
   
$
(1,627
)
   
Reclassification adjustment for realized (gains) losses included in net earnings (a)
       
1,485
     
(520
)
   
965
     
Total net unrealized gains on securities (b)
$
20,307
(1,018
 
356
(662
 
$
19,645
 
 
Six Months Ended June 30, 2014
                                   
Net unrealized gains on securities:
                                   
                                   
Unrealized holding gains (losses) on securities arising during the period
       
$
21,860
   
$
(7,651
)
 
$
14,209
       
Reclassification adjustment for realized (gains) losses included in net earnings (a)
         
(825
)
   
289
     
(536
)
     
Total net unrealized gains on securities (b)
$
35,517
     
21,035
     
(7,362
)
   
13,673
 
$
49,190
 

 
(a)
The reclassification adjustment out of net unrealized gains on securities affected the following lines in UTAIC’s Consolidated Statement of Earnings:
 
OCI component
 
Affected line in the Consolidated Statement of  Earnings
Pretax
 
Realized gains on securities
Tax
 
Provision for income taxes

(b)
Includes net unrealized gains of $723,000 at June 30, 2015 compared to $585,000 at December 31, 2014 related to securities for which only the credit portion of an other-than-temporary impairment has been recorded in earnings.
 
19
UNITED TEACHER ASSOCIATES INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

F.
Income Taxes

The following is a reconciliation of income taxes at the statutory rate of 35% to the provision for income taxes as shown in the Statement of Earnings for the six months ended June 30 (dollars in thousands):

   
2015
2014
 
   
Amount
   
% of EBT
 
Amount
   
% of EBT
 
Earnings (loss) before income taxes ("EBT")
 
$
4,867
     
$
(652
)
   
Income taxes (benefit) at statutory rate
 
$
1,703
     
35
%
$
(228
)
   
35
%
Effect of:
                             
Tax-exempt interest
   
(278
)
   
(6
%)
 
(254
)
   
39
%
Dividends received deduction
   
(46
)
   
(1
%)
 
(25
)
   
4
%
State income taxes
   
41
     
1
%
 
10
     
(2
%)
Other
   
11
     
0
%
 
3
     
0
%
Provision (benefit) for income taxes as shown on the Statement of Earnings
 
$
1,431
     
29
%
$
(494
)
   
76
%

G.
Contingencies

UTAIC is involved in litigation from time to time, generally arising in the ordinary course of business. This litigation may include, but is not limited to, general commercial disputes, lawsuits brought by policyholders, employment matters, reinsurance collection matters and actions challenging certain business practices of insurance subsidiaries. None of these matters are expected to have a material adverse impact on UTAIC’s results of operations or financial condition.

H.
Subsequent Event

The Company has evaluated subsequent events through September 3, 2015, the date its financial statements were available to be issued.

On April 14, 2015 GAFRI and UTAIC entered into a definitive agreement with HC2 Holding Inc. to sell all of the stock of UTAIC and Continental General Insurance Company, an affiliate. The agreement is subject to receipt of regulatory approvals and is expected to close in the second half of 2015.
 
 
20


Exhibit 99.3
 
 

   
Ernst & Young LLP
1900 Scripps Center
312 Walnut Street
Cincinnati, OH 45202
Tel: +1 513 612 1400
Fax: +1 513 612 1730
ey.com
 
 
Report of Independent Auditors

Board of Directors
Continental General Insurance Company

We have audited the accompanying financial statements of Continental General Insurance Company, which comprise the balance sheets as of December 31, 2014 and 2013, and the related statement of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Continental General Insurance Company at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
 
September 3, 2015
 
A member firm of Ernst & Young Global Limited
 
1

CONTINENTAL GENERAL INSURANCE COMPANY
BALANCE SHEET
(Dollars in Thousands, Except Per Share Data)

   
December 31
 
   
2014
   
2013
 
Assets:
       
Cash and cash equivalents
 
$
12,305
   
$
5,267
 
Investments:
               
Fixed maturities, available for sale at fair value (amortized cost - $204,107 and $207,790)
   
229,116
     
225,592
 
Equity securities, available for sale at fair value (cost - $10,378 and $5,620)
   
10,185
     
5,932
 
Mortgage loans
   
2,706
     
2,856
 
Policy loans
   
2,810
     
2,944
 
Other investments
   
334
     
793
 
                 
Total cash and investments
   
257,456
     
243,384
 
                 
Recoverables from reinsurers
   
420,140
     
419,078
 
Deferred policy acquisition costs
   
17,264
     
19,474
 
Accrued investment income
   
2,514
     
2,785
 
Net deferred tax asset
   
22,250
     
20,314
 
Other assets
   
4,112
     
5,399
 
                 
Total assets
 
$
723,736
   
$
710,434
 
 
Liabilities and Equity:
               
Annuity benefits accumulated
 
$
78,161
   
$
86,411
 
Life, accident and health reserves
   
564,809
     
536,992
 
Other liabilities
   
12,840
     
13,474
 
 
Total liabilities
   
655,810
     
636,877
 
 
Shareholder's Equity:
               
Common stock, par value - $1 per share:
               
- 6,500,000 shares authorized
               
- 4,196,559 shares issued and outstanding
   
4,197
     
4,197
 
Capital surplus
   
96,674
     
96,479
 
Accumulated deficit
   
(37,575
)
   
(37,022
)
Accumulated other comprehensive income, net of tax
   
4,630
     
9,903
 
 
Total shareholder's equity
   
67,926
     
73,557
 
 
Total liabilities and shareholder's equity
 
$
723,736
   
$
710,434
 

See notes to financial statements.
 
2

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF EARNINGS
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Revenues:
           
Life, accident and health net earned premiums
 
$
12,606
   
$
13,737
   
$
40,055
 
Net investment income
   
15,484
     
13,974
     
13,199
 
Realized gains (losses) on securities (*)
   
(1,471
)
   
1,313
     
2,210
 
Other income
   
4,800
     
5,175
     
5,359
 
 
Total revenues
   
31,419
     
34,199
     
60,823
 
 
Cost and expenses:
                       
Annuity benefits
   
2,627
     
3,166
     
3,266
 
Life, accident and health benefits
   
22,915
     
24,001
     
62,403
 
Insurance acquisition expenses, net
   
3,525
     
4,123
     
13,700
 
Other operating and general expenses
   
3,220
     
2,021
     
2,941
 
 
Total costs and expenses
   
32,287
     
33,311
     
82,310
 
 
Earnings (loss) before income taxes
   
(868
)
   
888
     
(21,487
)
Provision (benefit) for income taxes
   
(315
)
   
290
     
(7,504
)
 
Net earnings (loss)
 
$
(553
)
 
$
598
   
$
(13,983
)
 
(*)  Consists of the following:
                       
 
Realized gains (losses) before impairments
 
$
(335
)
 
$
2,535
   
$
2,288
 
 
Losses on securities with impairment
   
(1,170
)
   
(1,222
)
   
(78
)
Non-credit portion recognized in other comprehensive income
   
34
     
-
     
-
 
Impairment charges recognized in earnings
   
(1,136
)
   
(1,222
)
   
(78
)
Total realized gains (losses) on securities
 
$
(1,471
)
 
$
1,313
   
$
2,210
 

See notes to financial statements.
 
3

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)

    Year Ended December 31  
   
2014
   
2013
   
2012
 
Comprehensive Income (Loss):
           
Net earnings (loss)
 
$
(553
)
 
$
598
   
$
(13,983
)
Other comprehensive income (loss), net of tax:
                       
Net unrealized gains (losses) on securities:
                       
Unrealized holding gains (losses) on securities arising during  the period
   
(6,229
)
   
5,354
     
(857
)
 
Reclassification adjustment for realized losses (gains) included  in net earnings (loss)
   
956
     
(1,430
)
   
(1,437
)
Total net unrealized gains (losses) on securities
   
(5,273
)
   
3,924
     
(2,294
)
Total comprehensive income (loss), net of tax
 
$
(5,826
)
 
$
4,522
   
$
(16,277
)

See notes to financial statements.
 
4

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF CHANGES IN EQUITY
(Dollars in Thousands)

            Shareholder's Equity  
   
Common
Shares
     
Common Stock
and Capital
Surplus
   
Accumulated
Deficit
   
Accumulated
Other Comp
Inc (Loss)
   
Total
 
Balance at January 1, 2012
   
4,196,559
     
$
100,005
   
$
(23,637
)
 
$
8,273
   
$
84,641
 
 
Net loss
   
-
       
-
     
(13,983
)
   
-
     
(13,983
)
Other comprehensive loss
   
-
       
-
     
-
     
(2,294
)
   
(2,294
)
 
Balance at December 31, 2012
   
4,196,559
     
$
100,005
   
$
(37,620
)
 
$
5,979
   
$
68,364
 
     
Net earnings
   
-
        
-
     
598
     
-
     
598
 
Other comprehensive income
   
-
       
-
     
-
     
3,924
     
3,924
 
Other
   
-
       
671
     
-
     
-
     
671
 
 
Balance at December 31, 2013
   
4,196,559
     
$
100,676
   
$
(37,022
)
 
$
9,903
   
$
73,557
 
   
Net loss
   
-
       
-
     
(553
)
   
-
     
(553
)
Other comprehensive loss
   
-
       
-
     
-
     
(5,273
)
   
(5,273
)
Other
   
-
       
195
     
-
     
-
     
195
 
 
Balance at December 31, 2014
   
4,196,559
     
$
100,871
   
$
(37,575
)
 
$
4,630
   
$
67,926
 

See notes to financial statements.
 
5

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF CASH FLOWS
(In Thousands)

   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Operating Activities:
           
Net earnings (loss)
 
$
(553
)
 
$
598
   
$
(13,983
)
Adjustments:
                       
Depreciation and amortization
   
65
     
(95
)
   
(1,081
)
Annuity benefits
   
2,627
     
3,166
     
3,266
 
Realized (gains) losses on investing activities
   
1,471
     
(1,313
)
   
(2,210
)
Deferred annuity and life policy acquisition costs
   
(12
)
   
57
     
(1,305
)
Amortization of insurance acquisition costs
   
2,450
     
2,871
     
11,368
 
Change in:
                       
Life, accident and health reserves
   
12,777
     
(3,805
)
   
107,724
 
Recoverables from reinsurers
   
(1,062
)
   
11,243
     
(75,882
)
Accrued investment income
   
271
     
(352
)
   
(113
)
Net deferred tax asset
   
949
     
775
     
(4,944
)
Other assets
   
1,213
     
3,915
     
(2,390
)
Other liabilities
   
(634
)
   
(125
)
   
(2,265
)
Other operating activities, net
   
43
     
305
     
(451
)
 
Net cash provided by operating activities
   
19,605
     
17,240
     
17,734
 
 
Investing Activities:
                       
Purchases of:
                       
Fixed maturities
   
(15,503
)
   
(28,409
)
   
(27,061
)
Equity securities
   
(5,521
)
   
(2,052
)
   
(3,567
)
Proceeds from:
                       
Maturities and redemptions of fixed maturities
   
18,247
     
18,796
     
19,483
 
Repayment of mortgage loans
   
150
     
470
     
352
 
Sales of fixed maturities
   
254
     
922
     
689
 
Sales of equity securities
   
-
     
352
     
611
 
Other investments
   
461
     
1,434
     
754
 
Other investing activities, net
   
134
     
(129
)
   
251
 
 
Net cash used in investing activities
   
(1,778
)
   
(8,616
)
   
(8,488
)
 
Financing Activities:
                       
Annuity receipts
   
441
     
322
     
3,873
 
Annuity surrenders, benefits and withdrawals
   
(11,230
)
   
(11,684
)
   
(9,940
)
 
Net cash used in financing activities
   
(10,789
)
   
(11,362
)
   
(6,067
)
 
Net Change in Cash and Cash Equivalents
   
7,038
     
(2,738
)
   
3,179
 
Cash and cash equivalents at beginning of year
   
5,267
     
8,005
     
4,826
 
Cash and cash equivalents at end of year
 
$
12,305
   
$
5,267
   
$
8,005
 

See notes to financial statements.
 
6

CONTINENTAL GENERAL INSURANCE COMPANY
 
NOTES TO FINANCIAL STATEMENTS

A.
Accounting Policies

Basis of Presentation The financial statements include the accounts of Continental General Insurance Company (“CGI” or the “Company”). CGI is an indirect wholly-owned subsidiary of Great American Financial Resources, Inc. (“ GAFRI”), a financial services holding company wholly-owned by American Financial Group, Inc. (“AFG”). The financial statements also include costs paid on behalf of CGI by GAFRI. These costs are recorded as expense in the period incurred and shown as an increase in capital surplus.

Although the Company does not currently market any life, annuity or long-term care insurance, CGI’s product portfolio includes a diversified mix of closed blocks of life, annuity and long-term care (“LTC”) health insurance products.

In the third quarter of 2012 GAFRI sold its Medicare Supplement and other non LTC health insurance business, including Loyal American Life Insurance Company (“Loyal”) to Cigna. As part of the agreement prior to the sale CGI reinsured all of its Medicare Supplement and other non LTC health business into Loyal through a 100% coinsurance agreement (“Cigna Transaction”). The Company accepted new premium sales (Medicare supplement, critical illness and other non-health products), for certain states, through a reinsurance fronting agreement through August 2014, whereby the Company reinsures 100% of these premiums through a coinsurance agreement with Loyal.

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in circumstances could cause actual results to differ materially from those estimates.

Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The standards establish a hierarchy of valuation techniques based on whether the assumptions that market participants would use in pricing the asset or liability (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect CGI’s assumptions about the assumptions market participants would use in pricing the asset or liability.

Investments Fixed maturity and equity securities classified as “available for sale” are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (“AOCI”) in CGI’s Balance Sheet. Mortgage and policy loans are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the interest method. Mortgage-backed securities (“MBS”) are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations.
 
7

CONTINENTAL GENERAL INSURANCE COMPANY
 
NOTES TO FINANCIAL STATEMENTS — CONTINUED

Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on securities) and the cost basis of that investment is reduced. If management can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in other comprehensive income). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. Both components are shown in the Statement of Earnings. If management intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.

Derivatives Derivatives included in CGI’s Balance Sheet are recorded at fair value and consist of components of certain fixed maturity securities (primarily interest-only MBS). Changes in fair value of derivatives are included in earnings.

Deferred Policy Acquisition Costs (“DPAC”) Policy acquisition costs (principally commissions and certain underwriting and policy issuance costs) directly related to the successful acquisition or renewal of an insurance contract are deferred.

DPAC related to annuities, universal life and interest-sensitive life policies is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies. Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and annuity policy charges, less death, annuitization and estimated future policy administration expenses. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, universal life and interest-sensitive life policies, such adjustments are reflected as components of realized gains (losses) on securities.

DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues. See “Life, Accident and Health Reserves” below for details on the impact of loss recognition on the accounting for traditional life and health insurance contracts.

DPAC includes the present value of future profits on business in force of annuity, life, accident and health insurance companies acquired (“PVFP”). PVFP represents the portion of the costs to acquire companies that is allocated to the value of the right to receive future cash flows from insurance contracts existing at the date of acquisition. PVFP is amortized with interest in relation to expected gross profits of the acquired policies for annuities and universal life products and in relation to the premium paying period for traditional life and health insurance products.

DPAC and certain other balance sheet amounts related to annuity and life businesses are also adjusted, net of tax, for the change in expense that would have been recorded if the unrealized gains (losses) from securities had actually been realized. These adjustments are included in unrealized gains (losses) on marketable securities, a component of AOCI in CGI’s Balance Sheet.
 
8

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Reinsurance Premium revenue and benefits are reported net of the amounts related to reinsurance ceded to and assumed from other companies. Expense allowances from reinsurers are included in other operating and general expenses. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. Amounts received from reinsurers that represent recovery of acquisition costs are netted against DPAC, so that the net amount is capitalized. The cost of reinsurance is accounted for over the term of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies.

Annuity Benefits Accumulated Annuity receipts and benefit payments are recorded as increases or decreases in annuity benefits accumulated rather than as revenue and expense. Increases in this liability (primarily interest credited) are charged to expense and decreases for charges are credited to annuity policy charges revenue. Reserves for traditional fixed annuities are generally recorded at the stated account value.

Life, Accident and Health Reserves Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations unless a loss recognition event (premium deficiency) occurs. Claim reserves and liabilities established for accident and health claims are modified as necessary to reflect actual experience and developing trends. Reserves for interest-sensitive whole life and universal life policies are generally recorded at contract value.

For long-duration contracts (such as traditional life and long-term care insurance policies), loss recognition occurs when, based on current expectations as of the measurement date, existing contract liabilities plus the present value of future premiums (including reasonably expected rate increases) are not expected to cover the present value of future claims payments and related settlement and maintenance costs (excluding overhead) as well as unamortized acquisition costs. If a block of business is determined to be in loss recognition, a charge is recorded in earnings in an amount equal to the excess of the present value of expected future claims costs and unamortized acquisition costs over existing reserves plus the present value of expected future premiums (with no provision for adverse deviation). The charge is recorded first to reduce unamortized acquisition costs and then as an additional reserve (if unamortized acquisition costs have been reduced to zero).

In addition, reserves for traditional life and long-term care insurance policies are subject to adjustment for loss recognition charges that would have been recorded if the unrealized gains from securities had actually been realized. This adjustment is included in unrealized gains (losses) on marketable securities, a component of AOCI in CGI’s Balance Sheet.

Premium Recognition For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders. For interest-sensitive life and universal life products, premiums are recorded in a policyholder account, which is reflected as a liability. Revenue is recognized as amounts are assessed against the policyholder account for mortality coverage and contract expenses.

Income Taxes The Company has an intercompany tax allocation agreement with AFG. Pursuant to the agreement, the Company’s tax expense is determined based upon its inclusion in the consolidated tax return of AFG and its includable subsidiaries. Estimated payments are made quarterly during the year. Following year-end, additional settlements are made on the original due date of the return and, when extended, at the time the return is filed. The method of allocation among the companies under the agreement is based upon separate return calculations with current credit for losses to the extent the losses provide a benefit in the consolidated return.
 
9

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. A valuation allowance is established to reduce total deferred tax assets to an amount that will more likely than not be realized.

CGI recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained under examination by the appropriate taxing authority. Interest and penalties on CGI’s reserve for uncertain tax positions are recognized as a component of tax expense.

Benefit Plans CGI provides retirement benefits to qualified employees of participating companies through the AFG 401(k) Retirement and Savings Plan, a defined contribution plan. AFG and its subsidiaries make all contributions to the retirement fund portion of the plan and match a percentage of employee contributions to the savings fund. Company contributions are expensed in the year for which they are declared.

Statement of Cash Flows For cash flow purposes, “investing activities” are defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. “Financing activities” include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, surrenders, benefits and withdrawals are also reflected as financing activities. All other activities are considered “operating.” Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements.

B.
Fair Value Measurements

Accounting standards for measuring fair value are based on inputs used in estimating fair value. The three levels of the hierarchy are as follows:

Level 1 — Quoted prices for identical assets or liabilities in active markets (markets in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis). CGI’s Level 1 financial instruments consist primarily of publicly traded equity securities and highly liquid government bonds for which quoted market prices in active markets are available.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets or liabilities in inactive markets (markets in which there are few transactions, the prices are not current, price quotations vary substantially over time or among market makers, or in which little information is released publicly); and valuations based on other significant inputs that are observable in active markets. CGI’s Level 2 financial instruments include corporate and municipal fixed maturity securities, mortgage-backed securities (“MBS”) and non-affiliated common stocks priced using observable inputs. Level 2 inputs include benchmark yields, reported trades, corroborated broker/dealer quotes, issuer spreads and benchmark securities. When non-binding broker quotes can be corroborated by comparison to similar securities priced using observable inputs, they are classified as Level 2.

Level 3 — Valuations derived from market valuation techniques generally consistent with those used to estimate the fair values of Level 2 financial instruments in which one or more significant inputs are unobservable or when the market for a security exhibits significantly less liquidity relative to markets supporting Level 2 fair value measurements. The unobservable inputs may include management’s own assumptions about the assumptions market participants would use based on the best information available in the circumstances. CGI’s Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker quotes or internally developed using significant inputs not based on, or corroborated by, observable market information.
 
10

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

CGI’s management is responsible for the valuation process and uses data from outside sources (including nationally recognized pricing services and broker/dealers) in establishing fair value. The Company's internal investment professionals are a group of approximately 20 analysts whose primary responsibility is to manage AFG’s investment portfolio. These professionals monitor individual investments as well as overall industries and are active in the financial markets on a daily basis. The group is led by AFG’s chief investment officer, who reports directly to one of AFG’s Co-CEOs. Valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by AFG’s internal investment professionals who are familiar with the securities being priced and the markets in which they trade to ensure the fair value determination is representative of an exit price. To validate the appropriateness of the prices obtained, these investment managers consider widely published indices (as benchmarks), recent trades, changes in interest rates, general economic conditions and the credit quality of the specific issuers. In addition, the Company communicates directly with the pricing service regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.

Assets measured and carried at fair value in the financial statements are summarized below (in thousands):

December 31, 2014
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
               
Available for sale ("AFS") fixed maturities:
               
U.S. Government and government agencies
 
$
1,784
   
$
6,475
   
$
-
   
$
8,259
 
States, municipalities and political subdivisions
   
-
     
50,237
     
-
     
50,237
 
Foreign government
   
-
     
1,761
     
-
     
1,761
 
Residential MBS
   
-
     
39,523
     
5,432
     
44,955
 
Commercial MBS
   
-
     
20,303
     
464
     
20,767
 
Asset-backed securities ("ABS")
   
-
     
6,137
     
-
     
6,137
 
Corporate and other
   
-
     
95,770
     
1,230
     
97,000
 
Total AFS fixed maturities
   
1,784
     
220,206
     
7,126
     
229,116
 
Equity securities
   
8,132
     
1,027
     
1,026
     
10,185
 
Total assets accounted for at fair value
 
$
9,916
   
$
221,233
   
$
8,152
   
$
239,301
 
 
 
December 31, 2013
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                               
Available for sale fixed maturities:
                               
U.S. Government and government agencies
 
$
1,953
   
$
6,265
   
$
-
   
$
8,218
 
States, municipalities and political subdivisions
   
-
     
40,715
     
-
     
40,715
 
Foreign government
   
-
     
1,615
     
-
     
1,615
 
Residential MBS
   
-
     
36,330
     
7,278
     
43,608
 
Commercial MBS
   
-
     
23,595
     
475
     
24,070
 
Asset-backed securities
   
-
     
6,326
     
1,002
     
7,328
 
Corporate and other
   
-
     
98,399
     
1,639
     
100,038
 
Total AFS fixed maturities
   
1,953
     
213,245
     
10,394
     
225,592
 
Equity securities
   
4,837
     
1,060
     
35
     
5,932
 
Total assets accounted for at fair value
 
$
6,790
   
$
214,305
   
$
10,429
   
$
231,524
 

At December 31, 2014 and 2013 no liabilities were carried at fair value.

There were no transfers between Level 1 and Level 2 during 2014 or 2013. During 2012, one perpetual preferred stock with a fair value of $1 million transferred from Level 1 to Level 2 due to decreases in trade frequency, resulting in lack of available trade data sufficient to warrant classification in Level 1.
 
11

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Approximately 3% of the total assets carried at fair value on December 31, 2014, were Level 3 assets. Approximately 85% ($7 million) of the Level 3 assets were priced using non-binding broker quotes, for which there is a lack of transparency as to the inputs used to determine fair value. Details as to the quantitative inputs are neither provided by the brokers nor otherwise reasonably obtainable by CGI. Since internally developed Level 3 asset fair values represent less than 1% of the total assets measured at fair value and less than 2% of CGI’s shareholder’s equity, changes in unobservable inputs used to determine internally developed fair values would not have a material impact on CGI’s financial position.

Changes in balances of Level 3 financial assets carried at fair value during 2014, 2013 and 2012 are presented below (in thousands). The transfers into and out of Level 3 were due to changes in the availability of market observable inputs. All transfers are reflected in the table at fair value as of the end of the reporting period.

       
Total realized/unrealized
gains (losses) included in
                   
   
Balance at
December 31,
2013
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
 
Sales
and
settlements
 
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
 December 31
2014
 
AFS fixed maturities:
                             
Residential MBS
 
$
7,278
   
$
(79
)
 
$
(55
)
 
$
-
 
$
(500
 )
$
$ 2,757
   
$
(3,969
)
 
$
5,432
 
Commercial MBS
   
475
     
(11
)
   
-
     
-
     
-
     
-
     
464
 
Asset-backed securities
   
1,002
     
-
     
5
     
-
  (12 )  
-
     
(995
)
   
-
 
Corporate and other
   
1,639
     
(300
)
   
(33
)
   
-
  (76 )  
-
     
-
     
1,230
 
Equity securities
   
35
     
-
     
(7
)
   
998
   -    
-
     
-
     
1,026
 

 
 
Total realized/unrealized
gains (losses) included in
   
Balance at
December 31,
2012
   
Net
 earnings
(loss)
 
 
Other
comp.
income
(loss)
   
Purchases
and
issuances
 
Sales
and
settlements
 
Transfer
into
Level 3
   
Transfer
out of
Level 3
 
 
Balance at
December 31,
2013
 
AFS fixed maturities:
                           
Residential MBS
 
$
9,516
   
$
737
   
$
224
   
$
446
 
$
(1,467
)
$
687
   
$
(2,865
)
 
$
7,278
 
Commercial MBS
   
-
     
(57
)
   
-
     
-
   
-
   
532
     
-
     
475
 
Asset-backed securities
   
1,051
     
-
     
(34
)
   
-
   
(15
)
 
-
     
-
     
1,002
 
Corporate and other
   
-
     
18
     
40
     
1,615
   
(34
)
 
-
     
-
     
1,639
 
Equity securities
   
-
     
-
     
-
     
35
   
-
   
-
     
-
     
35
 
 

       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31,
2011
   
Net
earnings
(loss)
 
 
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
December 31,
2012
 
AFS fixed maturities:
                               
Residential MBS
 
$
5,092
   
$
133
   
$
14
   
$
3,928
   
$
(809
)
 
$
1,761
   
$
(603
)
 
$
9,516
 
Commercial MBS
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Asset-backed securities
   
1,031
     
(1
)
   
35
     
-
     
(14
)
   
-
     
-
     
1,051
 
 
12

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Fair Value of Financial Instruments  The carrying value and fair value of financial instruments that are not carried at fair value in the financial statements at December 31 are summarized below (in thousands):

   
Carrying
Value
   
Estimated
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
2014
                   
Financial assets:
                   
Cash and cash equivalents
 
$
12,305
   
$
12,305
   
$
12,305
   
$
-
   
$
-
 
Mortgage loans
   
2,706
     
2,706
     
-
     
-
     
2,706
 
Policy loans
   
2,810
     
2,810
     
-
     
-
     
2,810
 
Total financial assets not accounted for at fair value
 
$
17,821
   
$
17,821
   
$
12,305
   
$
-
   
$
5,516
 
 
Financial liabilities:
                                       
Annuity benefits accumulated(*)
 
$
76,702
   
$
78,442
   
$
-
   
$
-
   
$
78,442
 
Total financial liabilities not accounted for at fair value
 
$
76,702
   
$
78,442
   
$
-
   
$
-
   
$
78,442
 
 
 
   
Carrying
Value
   
Estimated
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
2013
                   
Financial assets:
                   
Cash and cash equivalents
 
$
5,267
   
$
5,267
   
$
5,267
   
$
-
   
$
-
 
Mortgage loans
   
2,856
     
2,856
     
-
     
-
     
2,856
 
Policy loans
   
2,944
     
2,944
     
-
     
-
     
2,944
 
Total financial assets not accounted for at fair value
 
$
11,067
   
$
11,067
   
$
5,267
   
$
-
   
$
5,800
 
 
Financial liabilities:
                                       
Annuity benefits accumulated(*)
 
$
84,773
   
$
81,691
   
$
-
   
$
-
   
$
81,691
 
Total financial liabilities not accounted for at fair value
 
$
84,773
   
$
81,691
   
$
-
   
$
-
   
$
81,691
 

(*)
Excludes life contingent annuities in the payout phase.

The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturities of these instruments. Fair values for mortgage loans are estimated by discounting the future contractual cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. The fair value of policy loans is estimated to approximate carrying value; policy loans have no defined maturity dates and are inseparable from insurance contracts. The fair value of annuity benefits was estimated based on expected cash flows discounted using forward interest rates adjusted for the Company’s credit risk and includes the impact of maintenance expenses and capital costs.
 
13

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED
 
C.
Investments

Available for sale fixed maturities and equity securities at December 31 consisted of the following (in thousands):

   
2014
   
2013
 
   
Amortized
   
Fair
   
Gross Unrealized
   
Amortized
   
Fair
   
Gross Unrealized
 
   
Cost
   
Value
   
Gains
   
Losses
   
Cost
   
Value
   
Gains
   
Losses
 
Fixed Maturities:
                               
 
U.S. Government and government agencies
 
$
7,902
   
$
8,259
   
$
357
   
$
-
   
$
7,993
   
$
8,218
   
$
359
   
$
(134
)
States, municipalities and political subdivisions
   
46,093
     
50,237
     
4,256
     
(112
)
   
40,730
     
40,715
     
1,281
     
(1,296
)
Foreign government
   
1,493
     
1,761
     
268
     
-
     
1,493
     
1,615
     
122
     
-
 
Residential MBS
   
40,718
     
44,955
     
4,324
     
(87
)
   
39,181
     
43,608
     
4,447
     
(20
)
Commercial MBS
   
19,102
     
20,767
     
1,665
     
-
     
22,106
     
24,070
     
1,964
     
-
 
Asset-backed securities
   
5,841
     
6,137
     
320
     
(24
)
   
6,984
     
7,328
     
375
     
(31
)
Corporate and other
   
82,958
     
97,000
     
14,215
     
(173
)
   
89,303
     
100,038
     
11,088
     
(353
)
Total fixed maturities
 
$
204,107
   
$
229,116
   
$
25,405
   
$
(396
)
 
$
207,790
   
$
225,592
   
$
19,636
   
$
(1,834
)
 
Common stocks
 
$
5,878
   
$
5,700
   
$
116
   
$
(294
)
 
$
4,620
   
$
4,872
   
$
671
   
$
(419
)
 
Perpetual preferred stocks
 
$
4,500
   
$
4,485
   
$
37
   
$
(52
)
 
$
1,000
   
$
1,060
   
$
60
   
$
-
 

The non-credit related portion of other-than-temporary impairment charges is included in other comprehensive income. Cumulative non-credit charges taken for securities still owned at December 31, 2014 and December 31, 2013, respectively, were $375,000 and $692,000. Gross unrealized gains on such securities at December 31, 2014 and December 31, 2013 were $218,000 and $251,000, respectively. Gross unrealized losses on such securities at December 31, 2014 and December 31, 2013 were $34,000 and $0, respectively. These amounts represent the non-credit other-than-temporary impairment charges recorded in AOCI adjusted for subsequent changes in fair values and relate to residential MBS.
 
14

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

The following tables show gross unrealized losses (dollars in thousands) on fixed maturities and equity securities by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2014 and 2013.

   
Less Than Twelve Months
   
Twelve Months or More
 
2014
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
-
     
-
     
-
%
   
(112
)
   
3,414
     
97
%
Residential MBS
   
(71
)
   
5,186
     
99
%
   
(16
)
   
2,010
     
99
%
Commercial MBS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
(24
)
   
465
     
95
%
   
-
     
-
     
-
%
Corporate and other
   
(173
)
   
1,332
     
89
%
   
-
     
-
     
-
%
Total fixed maturities
 
$
(268
)
 
$
6,983
     
96
%
 
$
(128
)
 
$
5,424
     
98
%
Common stocks
 
$
(129
)
 
$
2,079
     
94
%
 
$
(165
)
 
$
1,352
     
89
%
Perpetual preferred stocks
 
$
(52
)
 
$
1,449
     
97
%
 
$
-
   
$
-
     
-
%
 
 
   
Less Than Twelve Months
   
Twelve Months or More
 
2013
 
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
   
Unrealized
Loss
   
Fair
Value
   
Fair Value as
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
(134
)
 
$
3,839
     
97
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
(941
)
   
13,089
     
93
%
   
(355
)
   
2,594
     
88
%
Residential MBS
   
(3
)
   
422
     
99
%
   
(17
)
   
1,987
     
99
%
Commercial MBS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
-
     
-
     
-
%
   
(31
)
   
456
     
94
%
Corporate and other
   
(318
)
   
9,655
     
97
%
   
(35
)
   
460
     
93
%
Total fixed maturities
 
$
(1,396
)
 
$
27,005
     
95
%
 
$
(438
)
 
$
5,497
     
93
%
Common stocks
 
$
(419
)
 
$
1,597
     
79
%
 
$
-
   
$
-
     
-
%
Perpetual preferred stocks
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
 
At December 31, 2014, the gross unrealized losses on fixed maturities of $396,000 relate to 13 securities. Investment grade securities (as determined by nationally recognized rating agencies) represented approximately 56% of the gross unrealized loss and 55% of the fair value.

The determination of whether unrealized losses are “other-than-temporary” requires judgment based on subjective as well as objective factors. Factors considered and resources used by management include:

 
a)
whether the unrealized loss is credit-driven or a result of changes in market interest rates,
 
b)
the extent to which fair value is less than cost basis,
c)
cash flow projections received from independent sources,
d)
historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases,
e)
near-term prospects for improvement in the issuer and/or its industry,
f)
third party research and communications with industry specialists,
g)
financial models and forecasts,
h)
the continuity of dividend payments, maintenance of investment grade ratings and hybrid nature of certain investments,
i)
discussions with issuer management, and
j)
ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value.
 

15

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

CGI analyzes its MBS securities for other-than-temporary impairment each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan to collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data. For 2014, CGI recorded $19,000 in other-than-temporary impairment charges related to its residential MBS.

CGI recorded $762,000 in other-than-temporary impairment charges on common stocks in 2014. At December 31, 2014, the gross unrealized losses on common stocks of $294,000 relate to 8 securities; $165,000 (2 securities) have been in an unrealized loss position for more than 12 months.

Management believes CGI will recover its cost basis in the securities with unrealized losses and that CGI has the ability to hold the securities until they recover in value and had no intent to sell them at December 31, 2014.

A progression of the credit portion of other-than-temporary impairments on fixed maturity securities for which the non-credit portion of an impairment has been recognized in other comprehensive income is shown below (in thousands):

   
2014
   
2013
   
2012
 
Balance at January 1
 
$
225
   
$
225
   
$
373
 
Additional credit impairments on:
                       
Previously impaired securities
   
-
     
-
     
-
 
Securities without prior impairments
   
19
     
-
     
25
 
Reductions due to sales or redemptions
   
(125
)
   
-
     
(173
)
 
Balance at December 31
 
$
119
   
$
225
   
$
225
 
 
The table below sets forth the scheduled maturities of available for sale fixed maturities as of December 31, 2014 (dollars in thousands). Securities with sinking funds are reported at average maturity. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.

   
Amortized
   
Fair Value
 
Maturity
 
Cost
   
Amount
   
%
 
One year or less
 
$
6,211
   
$
6,389
     
3
%
After one year through five years
   
24,514
     
27,441
     
12
%
After five years through ten years
   
40,455
     
43,544
     
19
%
After ten years
   
67,266
     
79,883
     
35
%
Subtotal
   
138,446
     
157,257
     
69
%
 
MBS (average life of approximately 5 years)
   
59,820
     
65,722
     
29
%
ABS (average life of approximately 4 1/2 years)
   
5,841
     
6,137
     
2
%
                         
Total
 
$
204,107
   
$
229,116
     
100
%


Certain risks are inherent in connection with fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates.

There were no investments in individual issuers that exceeded 10% of Shareholder’s Equity at December 31, 2014 or 2013.
 
16

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Securities having a carrying value of approximately $5.3 million at December 31, 2014, were on deposit as required by regulatory authorities.

Net Unrealized Gain on Marketable Securities In addition to adjusting equity securities and fixed maturity securities classified as “available for sale” to fair value, G AAP requires that deferred policy acquisition costs and certain other balance sheet amounts related to annuity, life and health businesses be adjusted to the extent that unrealized gains and losses from securities would result in adjustments to those balances had the unrealized gains or losses actually been realized. The following table shows (in thousands) the components of the net unrealized gain on securities that is included in AOCI in CGI’s Balance Sheet.
 
         
2014
       
   
Pretax
   
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
25,009
   
$
(8,753
)
 
$
16,256
 
Equity securities
   
(193
)
   
68
     
(125
)
Deferred policy acquisition costs
   
(221
)
   
77
     
(144
)
Life, accident and health reserves
   
(17,472
)
   
6,115
     
(11,357
)
   
$
7,123
   
$
(2,493
)
 
$
4,630
 
 
 
         
2013
       
   
Pretax
   
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
17,802
   
$
(6,231
)
 
$
11,571
 
Equity securities
   
312
     
(109
)
   
203
 
Deferred policy acquisition costs
   
(446
)
   
156
     
(290
)
Life, accident and health reserves
   
(2,432
)
   
851
     
(1,581
)
   
$
15,236
   
$
(5,333
)
 
$
9,903
 

Net Investment Income The following table shows (in thousands) investment income earned and investment expenses incurred.

   
2014
   
2013
   
2012
 
Investment income
           
Fixed maturities
 
$
14,262
   
$
13,131
   
$
12,537
 
Equity securities
   
918
     
425
     
132
 
Policy loans
   
180
     
237
     
158
 
Other
   
162
     
270
     
458
 
Gross investment income
   
15,522
     
14,063
     
13,285
 
Investment expenses
   
(38
)
   
(89
)
   
(86
)
                         
Net investment income
 
$
15,484
   
$
13,974
   
$
13,199
 

CGI’s investment portfolio is managed by a subsidiary of AFG. Investment expenses included investment management fees charged by this subsidiary of $1,000 in 2014, $43,000 in 2013 and $47,000 in 2012.
 
17

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Realized gains (losses) and changes in unrealized appreciation (depreciation) related to fixed maturity and equity security

investments are summarized as follows (in thousands):

   
Fixed
Maturities
   
Equity
Securities
   
Mortgage
Loans and
Other
Investments
   
Other (a)
   
Tax
Effects
   
Total
 
Year ended December 31, 2014
                       
Realized before impairments
 
$
(338
)
 
$
-
   
$
-
   
$
3
   
$
117
   
$
(218
)
Realized - impairments
   
(374
)
   
(762
)
   
-
     
-
     
398
     
(738
)
Change in unrealized
   
7,207
     
(505
)
   
-
     
(14,815
)
   
2,840
     
(5,273
)
 
Year ended December 31, 2013
                                               
Realized before impairments
 
$
2,479
   
$
125
   
$
(69
)
 
$
-
   
$
(887
)
 
$
1,648
 
Realized - impairments
   
(164
)
   
(240
)
   
(818
)
   
-
     
428
     
(794
)
Change in unrealized
   
(11,999
)
   
84
     
-
     
17,952
     
(2,113
)
   
3,924
 
 
Year ended December 31, 2012
                                               
Realized before impairments
 
$
2,156
   
$
132
   
$
-
   
$
-
   
$
(801
)
 
$
1,487
 
Realized - impairments
   
(26
)
   
(52
)
   
-
     
-
     
27
     
(51
)
Change in unrealized
   
8,842
     
231
     
-
     
(12,602
)
   
1,235
     
(2,294
)

 
(a)
Primarily adjustments to deferred policy acquisition costs and reserves related to long-term care business.

Gross realized gains and losses (excluding impairment writedowns and mark-to-market of derivatives) on available for sale fixed maturity and equity security investment transactions included in the Statement of Cash Flows consisted of the following (in thousands):

   
2014
   
2013
   
2012
 
Fixed maturities:
           
Gross gains
 
$
87
   
$
740
   
$
94
 
Gross losses
   
(27
)
   
-
     
-
 
 
Equity securities:
                       
Gross gains
   
-
     
125
     
132
 
Gross losses
   
-
     
-
     
-
 

D.
Derivatives

CGI has investments in MBS that contain embedded derivatives (primarily interest-only MBS) that do not qualify for hedge accounting. CGI records the entire change in the fair value of these securities in earnings. These investments are part of CGI’s overall investment strategy, representing a small component of CGI’s overall investment portfolio and had a fair value of $5.9 million and $7.3 million at December 31, 2014 and 2013, respectively. The gain or loss resulting for changes in fair value of these securities is included in realized gains on securities in the Statement of Earnings and was a loss of $398,000 in 2014 compared to gains of $1.7 million and $71,000 in 2013 and 2012, respectively.
 
18

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

E.
Reinsurance

The Company is contingently liable with respect to reinsurance ceded in that the liability for such reinsurance would become that of the Company upon failure of any reinsurer to meet its obligations under a particular reinsurance agreement. The Company currently reinsures its annuities, life insurance, LTC, and other health products. The maximum amount the Company would retain on any single life insurance policy is $250,000. Retention limits under accident and health insurance policies vary from plan to plan.

On August 31, 2012, in conjunction with and prior to the sale of certain affiliated insurance companies to Cigna, the Company entered into a reinsurance agreement with Loyal which ceded 100% of all remaining accident and health policies, excluding LTC. Under this agreement, all activity on these policies after existing reinsurance is ceded to Loyal. There was no ceding commission on this transaction.

CGI reinsures a portion of its life and health insurance risk with non-affiliated insurance carriers under traditional indemnity reinsurance arrangements (“ceded reinsurance”). Under these arrangements, the other carriers agree to accept responsibility for a portion of the risks underwritten by CGI. The primary purpose of ceded reinsurance is to protect the Company from potential losses in excess of amounts it is willing to accept.

On February 1, 1999, the Company entered into a reinsurance agreement with Hannover Life Reassurance Company (“Hannover”) under which it ceded 50% of most of its existing in-force business. On August 1, 2006, the Company entered into another reinsurance agreement with Hannover under which it ceded 50% of its in-force business, including business subject to the 1999 agreement. As a result of these two agreements, 75% of the risk on business issued before February 1, 1999, and 50% of the risk issued from that date through August 1, 2006, is reinsured with Hannover.

The effect of reinsurance on premiums and during the years ended December 31 is as follows (in thousands):

   
2014
   
2013
   
2012
 
Direct premiums
 
$
92,519
   
$
102,521
   
$
106,371
 
Reinsurance assumed
   
313
     
33
     
41
 
Reinsurance ceded
   
(80,226
)
   
(88,817
)
   
(66,357
)
Net premiums
 
$
12,606
   
$
13,737
   
$
40,055
 

Reinsurance recoveries were $67.0 million, $67.8 million and $54.8 million for 2014, 2013 and 2012, respectively.

At December 31, 2014 CGI has reinsured approximately $553 million of its $822 million inforce life insurance face amount compared to $603 million of its $869 million inforce life insurance face amount at December 31, 2013.

At December 31, 2014 the Company’s reinsurance recoverable includes $394 million for Hannover Life reinsurance Company (rated A- by A. M. Best) and $26 million with Loyal (rated A- by A. M. Best), for which Loyal holds investments in a trust.

Included in other operating and general expenses in the Statement of Earnings are $2.6 million, $2.8 million and $5.1 million of reinsurance expense allowances for 2014, 2013 and 2012, respectively.
 
19

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

F.
Deferred Policy Acquisition Costs

A progression of deferred policy acquisition costs is presented below (in thousands):

   
Deferred
Costs
   
Present Value
of Future Profits
   
Unrealized
   
Total
 
Balance at January 1, 2012
 
$
13,294
   
$
19,617
   
$
(8,241
)
 
$
24,670
 
Additions
   
977
     
328
     
-
     
1,305
 
Amortization:
                               
Periodic amortization
   
(2,229
)
   
(2,251
)
   
-
     
(4,480
)
LTC loss recognition
   
-
     
(6,888
)
   
-
     
(6,888
)
Change in unrealized
   
-
     
-
     
7,722
     
7,722
 
Balance at December 31, 2012
 
$
12,042
   
$
10,806
   
$
(519
)
 
$
22,329
 
 
Additions and other
   
(60
)
   
3
     
-
     
(57
)
Amortization:
                               
Periodic amortization
   
(1,424
)
   
(1,441
)
   
-
     
(2,865
)
Annuity unlocking
   
2
     
(8
)
   
-
     
(6
)
Change in unrealized
   
-
     
-
     
73
     
73
 
Balance at December 31, 2013
 
$
10,560
   
$
9,360
   
$
(446
)
 
$
19,474
 
 
Additions
   
12
     
-
     
-
     
12
 
Amortization:
                               
Periodic amortization
   
(1,242
)
   
(1,207
)
   
-
     
(2,449
)
Annuity unlocking
   
-
     
(1
)
   
-
     
(1
)
Included in realized gains
   
1
     
2
     
-
     
3
 
Change in unrealized
   
-
     
-
     
225
     
225
 
Balance at December 31, 2014
 
$
9,331
   
$
8,154
   
$
(221
)
 
$
17,264
 

The present value of future profits (“PVFP”) amounts in the table above are net of $39.1 million and $37.9 million of accumulated amortization at December 31, 2014 and 2013, respectively. The expected amortization of PVFP, net of interest, will average approximately $917,000 per year over the next five years.

G.
Life, Accident and Health Reserves

Life, accident and health reserves consist of the following (in thousands):

   
2014
   
2013
 
Long-term care insurance reserves
 
$
427,798
   
$
394,713
 
Interest-sensitive and universal life policies
   
49,351
     
50,690
 
Traditional life insurance reserves
   
29,204
     
28,817
 
Other accident and health insurance reserves
   
58,456
     
62,772
 
Total life, accident and health reserves
 
$
564,809
   
$
536,992
 

Long-term care reserves are discounted at rates ranging from 5.4% to 6.8%. The Company uses the 1994 Group Annuity Mortality Table, modified for Company experience. Long-term care insurance reserves include unearned premiums of $6.1 million and $6.4 million at December 31, 2014 and 2013, respectively.
 
20

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

Life, accident and health reserves include liabilities for long-term care policies which are estimates of future payments for reported and unreported claims, with respect to insured events, which have occurred prior to the balance sheet date. Activity in the liability and reserve accounts for unpaid claims, which includes a provision for claim adjustment expenses, net of amounts recoverable from reinsurers is summarized as follows (in thousands):
 
   
2014
   
2013
   
2012
 
 
Beginning balance as of January 1
 
$
104,638
   
$
90,251
   
$
84,493
 
Less reinsurance recoverables
   
(72,532
)
   
(62,730
)
   
(58,688
)
Net balance as of January 1
   
32,106
     
27,521
     
25,805
 
 
Incurred related to insured events of:
                       
Current year
   
11,771
     
11,607
     
11,145
 
Prior years
   
(2,300
)
   
(226
)
   
(1,823
)
Total incurred
   
9,471
     
11,381
     
9,322
 
 
Paid related to insured events of:
                       
Current year
   
(2,293
)
   
(1,863
)
   
(3,010
)
Prior years
   
(6,902
)
   
(6,390
)
   
(5,955
)
Total paid
   
(9,195
)
   
(8,253
)
   
(8,965
)
 
Interest on liability for policy and contract claims
   
1,591
     
1,457
     
1,359
 
Net balance as of December 31
   
33,973
     
32,106
     
27,521
 
 
Add reinsurance recoverables
   
75,564
     
72,532
     
62,730
 
Ending balance as of December 31
 
$
109,537
   
$
104,638
   
$
90,251
 

The development of prior years is primarily due to positive experience in claims ultimately settled for less than the estimated liabilities.

In 2012, CGI recorded a pre-tax loss recognition charge of $31.6 million to write off $6.9 million in deferred policy acquisition costs and insurance reserves by $24.7 million on its long-term care business, due primarily to the impact of changes in assumptions related to future investment yields as well as changes in claims, expenses and persistency assumptions. No additional loss recognition charges were recorded in 2014 or 2013.
 
21

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

H.
Shareholder's Equity

Accumulated Other Comprehensive Income, Net of Tax (“AOCI”) Comprehensive income is defined as all changes in Shareholder’s Equity except those arising from transactions with shareholders. Comprehensive income includes net earnings and other comprehensive income, which consists primarily of changes in net unrealized gains or losses on available for sale securities.

The progression of the components of accumulated other comprehensive income follows (in thousands):

       
Other Comprehensive Income
     
   
AOCI
Beginning
Balance
   
Pretax
   
Tax
   
Net
of
Tax
   
AOCI
Ending
Balance
 
Year ended December 31, 2014
                   
Net unrealized gains on securities:
                   
Unrealized holding gains (losses) on securities arising during the period
     
$
(9,584
)
 
$
3,355
   
$
(6,229
)
   
Reclassification adjustment for realized (gains) losses included in net earnings (a)
       
1,471
     
(515
)
   
956
     
Total net unrealized gains on securities (b)
 
$
9,903
     
(8,113
)
   
2,840
     
(5,273
)
 
$
4,630
 
 
Year ended December 31, 2013
                                       
Net unrealized gains on securities:
                                       
Unrealized holding gains (losses) on securities arising during the period
         
$
8,237
   
$
(2,883
)
 
$
5,354
         
Reclassification adjustment for realized (gains) losses included in net earnings (a)
           
(2,200
)
   
770
     
(1,430
)
       
Total net unrealized gains on securities (b)
 
$
5,979
     
6,037
     
(2,113
)
   
3,924
   
$
9,903
 
 
Year ended December 31, 2012
                                       
Net unrealized gains on securities (b)
 
$
8,273
   
$
(3,529
)
 
$
1,235
   
$
(2,294
)
 
$
5,979
 
 
 
(a)
The reclassification adjustment out of net unrealized gains on securities affected the following lines in CGI’s Consolidated Statement of Earnings:

OCI component
 
Affected line in the Consolidated Statement of Earnings
Pretax
 
Realized gains on securities
Tax
 
Provision for income taxes

 
(b)
Includes net unrealized gains of $35,000 at December 31, 2014 compared to net unrealized gains of $163,000 and $149,000 at December 31, 2013 and 2012, related to securities for which only the credit portion of an other-than-temporary impairment has been recorded in earnings.
 
22

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

I.
Income Taxes

The following is a reconciliation of income taxes at the statutory rate of 35% to the provision (benefit) for income taxes as shown in the Statement of Earnings (dollars in thousands):

   
2014
   
2013
   
2012
 
   
Amount
   
% of EBT
   
Amount
   
% of EBT
   
Amount
   
% of EBT
 
 
Earnings (loss) before income taxes ("EBT")
 
$
(868
)
     
$
888
       
$
(21,487
)
   
 
Income taxes (benefit) at statutory rate
 
$
(304
)
   
35
%
 
$
311
     
35
%
 
$
(7,520
)
   
35
%
Effect of:
                                               
Tax-exempt interest
   
(19
)
   
2
%
   
(6
)
   
(1
%)
   
(2
)
   
0
%
Other
   
8
     
(1
%)
   
(15
)
   
(2
%)
   
18
     
0
%
 
Provision (benefit) for income taxes as shown on the Statement of Earnings
 
$
(315
)
   
36
%
 
$
290
     
32
%
 
$
(7,504
)
   
35
%

CGI’s 2012 through 2014 tax years remain subject to examination by the IRS.

The total income tax provision (benefit) consists of (in thousands):

   
2014
   
2013
   
2012
 
Current taxes:
           
Federal
 
$
(1,126
)
 
$
(151
)
 
$
(2,515
)
Foreign
   
-
     
-
     
6
 
State
   
12
     
58
     
51
 
Deferred taxes:
                       
Federal
   
799
     
383
     
(5,046
)
Provision for income tax expense (benefit)
 
$
(315
)
 
$
290
   
$
(7,504
)

Deferred income tax assets and liabilities reflect temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. The significant components of deferred tax assets and liabilities included in the Balance Sheet at December 31 were as follows (in thousands):

   
2014
   
2013
 
Deferred tax assets:
       
Insurance claims and reserves
 
$
14,578
   
$
14,430
 
Deferred policy acquisition costs
   
8,493
     
9,177
 
Other, net
   
1,672
     
2,040
 
Total deferred tax assets
   
24,743
     
25,647
 
Deferred tax liabilities:
               
Unrealized gains related to investments
   
(2,493
)
   
(5,333
)
Total deferred tax liabilities
   
(2,493
)
   
(5,333
)
 
Net deferred tax asset
 
$
22,250
   
$
20,314
 
 
23

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

The likelihood of realizing deferred tax assets is reviewed periodically. There was no valuation allowance against deferred tax assets as of December 31, 2014 and 2013.

In July 2014, AFG finalized a settlement with the IRS related to tax years 2008 and 2009. As a result, CGI’s uncertain tax positions are now effectively settled, allowing CGI to reduce its liability for uncertain tax positions by $255,000 in 2014. The following is a progression of CGI’s uncertain tax positions, excluding interest and penalties, which all relate to the uncertainty as to the timing of tax return inclusion of investment income of certain debt securities (in thousands):

   
2014
   
2013
   
2012
 
Balance at January 1
 
$
255
   
$
251
   
$
26
 
Reductions for tax positions of prior years
   
(255
)
   
-
     
-
 
Additions for tax positions of current year
   
-
     
4
     
225
 
Balance at December 31
 
$
-
   
$
255
   
$
251
 

Net cash refunds (payments) for income taxes were $2.6 million, $2.5 million and ($2.1 million) in 2014, 2013 and 2012, respectively.

At December 31, 2014 CGI had $0.7 million payable to AFG for current income taxes which is included in other liabilities on the Balance Sheet. At December 31, 2013 CGI had $0.8 million receivable from AFG for current income taxes which is included in other assets on the Balance Sheet.

J.
Contingencies

CGI is involved in litigation from time to time, generally arising in the ordinary course of business. This litigation may include, but is not limited to, general commercial disputes, lawsuits brought by policyholders, employment matters, reinsurance collection matters and actions challenging certain business practices of insurance subsidiaries. None of these matters are expected to have a material adverse impact on CGI’s results of operations or financial condition.
 
24

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS — CONTINUED

K.
Statutory Information

CGI is required to file financial statements with state insurance regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities (statutory basis). Net earnings (losses) and capital and surplus on a statutory basis for CGI as follows (in thousands):

Net Earnings/(Losses)
       
Capital and Surplus
 
2014
   
2013
   
2012
   
2014
   
2013
 
$
1,944
   
$
4,709
   
$
(886
)
 
$
21,500
   
$
22,775
 

The National Association of Insurance Commissioners’ (“NAIC”) model law for risk based capital (“RBC”) applies to life insurance companies. RBC formulas determine the amount of capital that an insurance company needs so that it has an acceptable expectation of not becoming financially impaired. Companies below specific trigger points or ratios are subject to regulatory action. At December 31, 2014 and 2013, the capital ratios of CGI exceeded the RBC requirements.

CGI did not use any prescribed or permitted statutory accounting practices that differed from the NAIC statutory accounting practices at December 31, 2014 or 2013.

The maximum amount of dividends that can be paid to shareholders in 2015 by life insurance companies domiciled in the State of Ohio without prior approval of the Insurance Commissioner is the greater of 10% of statutory surplus as regards to policyholders or statutory net income as of the preceding December 31. The maximum amount of dividends payable in 2015 by CGI without prior approval is $1.9 million based on net income.

L.
Additional Information

Related Parties Certain administrative, management, accounting, actuarial, data processing, collection and investment services are provided under agreements between CGI and affiliates. The net amount paid to affiliates was $4.5 million, $2.5 million and $5.4 million in 2014, 2013 and 2012, respectively, for such services. At December 31, 2014 and 2013 CGI had net intercompany payables of $0.4 million and $0.2 million, respectively.

Operating Leases Total rental expense for leases of office space was $301,000, $169,000 and $330,000 in 2014, 2013 and 2012, respectively. CGI leases space from AFG and GAFRI. CGI has no contractual obligations for rent but expects to pay similar amounts in future periods to AFG and GAFRI.

Benefit Plans CGI expensed approximately $105,000, $63,000 and $176,000 in 2014, 2013 and 2012, respectively, related to the retirement and employee savings plans.

M.
Subsequent Event

The Company has evaluated subsequent events through September 3, 2015, the date its financial statements were available to be issued.

On April 14, 2015 GAFRI and CGI entered into a definitive agreement with HC2 Holding Inc. to sell all of the stock of CGI and United Teacher Associates Insurance Company, an affiliate. The agreement is subject to receipt of regulatory approvals and is expected to close in the second half of 2015.
 
 
25


Exhibit 99.4
 
 
 
©2015 Great American Insurance Company is an equal opportunity provider. 301 E. Fourth Street, Cincinnati, OH 45202.
 
 
 

CONTINENTAL GENERAL INSURANCE COMPANY
BALANCE SHEET (UNAUDITED)
(Dollars in Thousands, Except Per Share Data)

   
June 30,
2015
   
December 31,
2014
 
Assets:
       
Cash and cash equivalents
 
$
6,651
   
$
12,305
 
Investments:
               
Fixed maturities, available for sale at fair value (amortized cost - $211,984 and $204,107)
   
231,487
     
229,116
 
Equity securities, available for sale at fair value (cost - $11,644 and $10,378)
   
11,757
     
10,185
 
Mortgage loans
   
2,113
     
2,706
 
Policy loans
   
2,764
     
2,810
 
Other investments
   
223
     
334
 
 
Total cash and investments
   
254,995
     
257,456
 
 
Recoverables from reinsurers
   
420,504
     
420,140
 
Deferred policy acquisition costs
   
15,851
     
17,264
 
Accrued investment income
   
2,634
     
2,514
 
Net deferred tax asset
   
19,759
     
22,250
 
Other assets
   
3,182
     
4,112
 
 
Total assets
 
$
716,925
   
$
723,736
 
 
Liabilities and Equity:
               
Annuity benefits accumulated
 
$
75,931
   
$
78,161
 
Life, accident and health reserves
   
559,315
     
564,809
 
Other liabilities
   
14,063
     
12,840
 
 
Total liabilities
   
649,309
     
655,810
 
 
Shareholder's Equity:
               
Common stock, par value - $1 per share:
               
- 6,500,000 shares authorized
               
- 4,196,559 shares issued and outstanding
   
4,197
     
4,197
 
Capital surplus
   
96,792
     
96,674
 
Accumulated deficit
   
(38,048
)
   
(37,575
)
Accumulated other comprehensive income, net of tax
   
4,675
     
4,630
 
 
Total shareholder's equity
   
67,616
     
67,926
 
 
Total liabilities and shareholder's equity
 
$
716,925
   
$
723,736
 
 
See notes to financial statements.


1

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF EARNINGS (UNAUDITED)
(In Thousands)

   
Six Months Ended June 30
 
   
2015
   
2014
 
Revenues:
       
Life, accident and health net earned premiums
 
$
5,263
   
$
6,602
 
Net investment income
   
7,081
     
8,292
 
Realized gains (losses) on securities (*)
   
(844
)
   
227
 
Other income
   
2,342
     
2,323
 
 
Total revenues
   
13,842
     
17,444
 
 
Cost and expenses:
               
Annuity benefits
   
1,179
     
1,350
 
Life, accident and health benefits
   
8,917
     
12,573
 
Insurance acquisition expenses, net
   
1,966
     
1,981
 
Other operating and general expenses
   
2,530
     
1,469
 
 
Total costs and expenses
   
14,592
     
17,373
 
 
Earnings (loss) before income taxes
   
(750
)
   
71
 
Provision (benefit) for income taxes
   
(277
)
   
18
 
Net earnings (loss)
 
$
(473
)
 
$
53
 
 
(*)  Consists of the following:
               
 
Realized gains (losses) before impairments
 
$
(372
)
 
$
227
 
 
Losses on securities with impairment
   
(472
)
   
-
 
Non-credit portion recognized in other comprehensive income (loss)
   
-
     
-
 
Impairment charges recognized in earnings
   
(472
)
   
-
 
Total realized gains (losses) on securities
 
$
(844
)
 
$
227
 


See notes to financial statements.

2

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
(In Thousands)

   
Six Months Ended June 30
 
   
2015
   
2014
 
Comprehensive Income (Loss):
       
Net earnings (loss)
 
$
(473
)
 
$
53
 
Other comprehensive income (loss), net of tax:
               
Net unrealized gains (losses) on securities:
               
Unrealized holding gains (losses) on securities arising during the period
   
(514
)
   
(1,215
)
Reclassification adjustment for realized losses (gains) included in net earnings (loss)
   
549
     
(148
)
Total net unrealized gains (losses) on securities
   
35
     
(1,363
)
Total comprehensive income (loss), net of tax
 
$
(438
)
 
$
(1,310
)


See notes to financial statements.

3

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
(Dollars in Thousands)


       
Shareholder's Equity
 
   
Common
Shares
   
Common Stock
and Capital
Surplus
   
Accumulated
Deficit
   
Accumulated
Other Comp
Inc. (Loss)
   
Total
 
Balance at December 31, 2014
   
4,196,559
   
$
100,871
   
$
(37,575
)
 
$
4,630
   
$
67,926
 
Net loss
   
-
     
-
     
(473
)
   
-
     
(473
)
Other comprehensive income
   
-
     
-
     
-
     
45
     
45
 
Other
   
-
     
118
     
-
     
-
     
118
 
Balance at June 30, 2015
   
4,196,559
   
$
100,989
   
$
(38,048
)
 
$
4,675
   
$
67,616
 


See notes to financial statements.

4

CONTINENTAL GENERAL INSURANCE COMPANY
STATEMENT OF CASH FLOWS (UNAUDITED)
(In Thousands)

   
Six Months Ended June 30
 
   
2015
   
2014
 
Operating Activities:
       
Net earnings (loss)
 
$
(473
)
 
$
53
 
Adjustments:
               
Depreciation and amortization
   
(21
)
   
4
 
Annuity benefits
   
1,179
     
1,350
 
Realized (gains) losses on investing activities
   
844
     
(227
)
Deferred annuity and life policy acquisition costs
   
(11
)
   
(8
)
Amortization of insurance acquisition costs
   
1,420
     
1,420
 
Change in:
               
Life, accident and health reserves
   
(217
)
   
11,140
 
Recoverables from reinsurers
   
(364
)
   
(3,834
)
Accrued investment income
   
(120
)
   
114
 
Net deferred tax asset
   
2,447
     
1,852
 
Other assets
   
942
     
1,142
 
Other liabilities
   
(1,259
)
   
(1,718
)
Other operating activities, net
   
77
     
136
 
 
Net cash provided by operating activities
   
4,444
     
11,424
 
 
Investing Activities:
               
Purchases of:
               
Fixed maturities
   
(16,859
)
   
(12,507
)
Equity securities
   
(1,690
)
   
(1,456
)
Proceeds from:
               
Maturities and redemptions of fixed maturities
   
10,766
     
10,264
 
Repayment of mortgage loans
   
593
     
102
 
Sales of fixed maturities
   
290
     
235
 
Sales of equity securities
   
102
     
-
 
Other investments
   
-
     
351
 
Other investing activities, net
   
46
     
125
 
 
Net cash used in investing activities
   
(6,752
)
   
(2,886
)
 
Financing Activities:
               
Annuity receipts
   
304
     
299
 
Annuity surrenders, benefits and withdrawals
   
(3,650
)
   
(6,222
)
 
Net cash used in financing activities
   
(3,346
)
   
(5,923
)
 
Net Change in Cash and Cash Equivalents
   
(5,654
)
   
2,615
 
Cash and cash equivalents at beginning of year
   
12,305
     
5,267
 
Cash and cash equivalents at end of year
 
$
6,651
   
$
7,882
 


See notes to financial statements.

5

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

A.
Accounting Policies

Basis of Presentation The accompanying interim financial statements are unaudited; however, management believes that all adjustments (consisting of normal recurring accruals unless otherwise indicated) necessary for a fair presentation have been made. The results of operations for interim periods are not necessarily indicative of results expected for the year. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” ) for interim reporting. These unaudited financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2014. There are no changes to our significant accounting policies described in our audited financial statements.

The financial statements include the accounts of Continental General Insurance Company (“CGI” or the “ Company”). CGI is an indirect wholly-owned subsidiary of Great American Financial Resources, Inc. (“GAFRI”), a financial services holding company wholly-owned by American Financial Group, Inc. (“AFG”). The financial statements also include costs paid on behalf of CGI by GAFRI. These costs are recorded as expense in the period incurred and shown as an increase in capital surplus.

Although the Company does not currently market any life, annuity or long-term care insurance, CGI’s product portfolio includes a diversified mix of closed blocks of life, annuity and long-term care (“LTC”) health insurance products.

The Company accepted new premium sales (Medicare supplement, critical illness and other non-health products), for certain states, through a reinsurance fronting agreement through August 2014, whereby the Company reinsures 100% of these premiums through a coinsurance agreement with Loyal American Life Insurance Company, a Cigna subsidiary.

Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The standards establish a hierarchy of valuation techniques based on whether the assumptions that market participants would use in pricing the asset or liability (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect CGI’s assumptions about the assumptions market participants would use in pricing the asset or liability.

Investments Fixed maturity and equity securities classified as “available for sale” are reported at fair value wi th unrealized gains and losses included in accumulated other comprehensive income (“AOCI”) in CGI’s Balance Sheet. Mortgage and policy loans are carried primarily at the aggregate unpaid balance.

Premiums and discounts on fixed maturity securities are amortized using the interest method. Mortgage-backed securities (“MBS”) are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations.

6

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other-than-temporary at the balance sheet date, a provision for impairment is charged to earnings (included in realized gains (losses) on securities) and the cost basis of that investment is reduced. If management can assert that it does not intend to sell an impaired fixed maturity security and it is not more likely than not that it will have to sell the security before recovery of its amortized cost basis, then the other-than-temporary impairment is separated into two components: (i) the amount related to credit losses (recorded in earnings) and (ii) the amount related to all other factors (recorded in other comprehensive income). The credit-related portion of an other-than-temporary impairment is measured by comparing a security’s amortized cost to the present value of its current expected cash flows discounted at its effective yield prior to the impairment charge. Both components are shown in the Statement of Earnings. If management intends to sell an impaired security, or it is more likely than not that it will be required to sell the security before recovery, an impairment charge to earnings is recorded to reduce the amortized cost of that security to fair value.

Derivatives Derivatives included in CGI’s Balance Sheet are recorded at fair value and consist of components of certain fixed maturity securities (primarily interest-only MBS). Changes in fair value of derivatives are included in earnings.

Deferred Policy Acquisition Costs (“DPAC”) Policy acquisition costs (principally commissions and certain underwriting and policy issuance costs) directly related to the successful acquisition or renewal of an insurance contract are deferred.

DPAC related to annuities, universal life and interest-sensitive life policies is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of actual and expected gross profits on the policies. Expected gross profits consist principally of estimated future investment margin (estimated future net investment income less interest credited on policyholder funds) and surrender, mortality, and other life and annuity policy charges, less death, annuitization and estimated future policy administration expenses. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, universal life and interest-sensitive life policies, such adjustments are reflected as components of realized gains (losses) on securities.

DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues. See “Life, Accident and Health Reserves” below for details on the impact of loss recognition on the accounting for traditional life and health insurance contracts.

DPAC includes the present value of future profits on business in force of annuity, life, accident and health insurance companies acquired (“PVFP”). PVFP represents the portion of the costs to acquire companies that is allocated to the value of the right to receive future cash flows from insurance contracts existing at the date of acquisition. PVFP is amortized with interest in relation to expected gross profits of the acquired policies for annuities and universal life products and in relation to the premium paying period for traditional life and health insurance products.

DPAC and certain other balance sheet amounts related to annuity and life businesses are also adjusted, net of tax, for the change in expense that would have been recorded if the unrealized gains (losses) from securities had actually been realized. These adjustments are included in unrealized gains (losses) on marketable securities, a component of AOCI in CGI’s Balance Sheet.

Reinsurance Premium revenue and benefits are reported net of the amounts related to reinsurance ceded to and assumed from other companies. Expense allowances from reinsurers are included in other operating and general expenses. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. Amounts received from reinsurers that represent recovery of acquisition costs are netted against DPAC, so that the net amount is capitalized. The cost of reinsurance is accounted for over the term of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies.

7

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Annuity Benefits Accumulated Annuity receipts and benefit payments are recorded as increases or decreases in annuity benefits accumulated rather than as revenue and expense. Increases in this liability (primarily interest credited) are charged to expense and decreases for charges are credited to annuity policy charges revenue. Reserves for traditional fixed annuities are generally recorded at the stated account value.

Life, Accident and Health Reserves Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations unless a loss recognition event (premium deficiency) occurs. Claim reserves and liabilities established for accident and health claims are modified as necessary to reflect actual experience and developing trends. Reserves for interest-sensitive whole life and universal life policies are generally recorded at contract value.

For long-duration contracts (such as traditional life and long-term care insurance policies), loss recognition occurs when, based on current expectations as of the measurement date, existing contract liabilities plus the present value of future premiums (including reasonably expected rate increases) are not expected to cover the present value of future claims payments and related settlement and maintenance costs (excluding overhead) as well as unamortized acquisition costs. If a block of business is determined to be in loss recognition, a charge is recorded in earnings in an amount equal to the excess of the present value of expected future claims costs and unamortized acquisition costs over existing reserves plus the present value of expected future premiums (with no provision for adverse deviation). The charge is recorded first to reduce unamortized acquisition costs and then as an additional reserve (if unamortized acquisition costs have been reduced to zero).

In addition, reserves for traditional life and long-term care insurance policies are subject to adjustment for loss recognition charges that would have been recorded if the unrealized gains from securities had actually been realized. This adjustment is included in unrealized gains (losses) on marketable securities, a component of AOCI in CGI’s Balance Sheet.

Premium Recognition For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders. For interest-sensitive life and universal life products, premiums are recorded in a policyholder account, which is reflected as a liability. Revenue is recognized as amounts are assessed against the policyholder account for mortality coverage and contract expenses.

Income Taxes The Company has an intercompany tax allocation agreement with AFG. Pursuant to the agreement, the Company’s tax expense is determined based upon its inclusion in the consolidated tax return of AFG and its includable subsidiaries. Estimated payments are made quarterly during the year. Following year-end, additional settlements are made on the original due date of the return and, when extended, at the time the return is filed. The method of allocation among the companies under the agreement is based upon separate return calculations with current credit for losses to the extent the losses provide a benefit in the consolidated return.

Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. A valuation allowance is established to reduce total deferred tax assets to an amount that will more likely than not be realized.

CGI recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained under examination by the appropriate taxing authority. Interest and penalties on CGI’s reserve for uncertain tax positions are recognized as a component of tax expense.

8

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Benefit Plans CGI provides retirement benefits to qualified employees of participating companies through the AFG 401(k) Retirement and Savings Plan, a defined contribution plan. AFG and its subsidiaries make all contributions to the retirement fund portion of the plan and match a percentage of employee contributions to the savings fund. Company contributions are expensed in the year for which they are declared.

Statement of Cash Flows For cash flow purposes, “investing activities” a re defined as making and collecting loans and acquiring and disposing of debt or equity instruments and property and equipment. “Financing activities” include obtaining resources from owners and providing them with a return on their investments, borrowing money and repaying amounts borrowed. Annuity receipts, surrenders, benefits and withdrawals are also reflected as financing activities. All other activities are considered “operating.” Short-term investments having original maturities of three months or less when purchased are considered to be cash equivalents for purposes of the financial statements.

B.
Fair Value Measurements

Accounting standards for measuring fair value are based on inputs used in estimating fair value. The three levels of the hierarchy are as follows:

Level 1 — Quoted prices for identical assets or liabilities in active markets (markets in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis). CGI’s Level 1 financial instruments consist primarily of publicly traded equity securities and highly liquid government bonds for which quoted market prices in active markets are available.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar assets or liabilities in inactive markets (markets in which there are few transactions, the prices are not current, price quotations vary substantially over time or among market makers, or in which little information is released publicly); and valuations based on other significant inputs that are observable in active markets. CGI’s Level 2 financial instruments include corporate and municipal fixed maturity securities, mortgage-backed securities (“MBS”) and non-affiliated common stocks priced using observable inputs. Level 2 inputs include benchmark yields, reported trades, corroborated broker/dealer quotes, issuer spreads and benchmark securities. When non-binding broker quotes can be corroborated by comparison to similar securities priced using observable inputs, they are classified as Level 2.

Level 3 — Valuations derived from market valuation techniques generally consistent with those used to estimate the fair values of Level 2 financial instruments in which one or more significant inputs are unobservable or when the market for a security exhibits significantly less liquidity relative to markets supporting Level 2 fair value measurements. The unobservable inputs may include management’s own assumptions about the assumptions market participants would use based on the best information available in the circumstances. CGI’s Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker quotes or internally developed using significant inputs not based on, or corroborated by, observable market information.

9

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

CGI’s management is responsible for the valuation process and uses data from outside sources (including nationally recognized pricing services and broker/dealers) in establishing fair value. The Company's internal investment professionals are a group of approximately 20 analysts whose primary responsibility is to manage AFG’s investment portfolio. These professionals monitor individual investments as well as overall industries and are active in the financial markets on a daily basis. The group is led by AFG’s chief investment officer, who reports directly to one of AFG’s Co-CEOs. Valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by AFG’s internal investment professionals who are familiar with the securities being priced and the markets in which they trade to ensure the fair value determination is representative of an exit price. To validate the appropriateness of the prices obtained, these investment managers consider widely published indices (as benchmarks), recent trades, changes in interest rates, general economic conditions and the credit quality of the specific issuers. In addition, the Company communicates directly with the pricing service regarding the methods and assumptions used in pricing, including verifying, on a test basis, the inputs used by the service to value specific securities.

Assets measured and carried at fair value in the financial statements are summarized below (in thousands):

June 30, 2015
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
               
Available for sale ("AFS") fixed maturities:
               
U.S. Government and government agencies
 
$
1,732
   
$
5,078
   
$
-
   
$
6,810
 
States, municipalities and political subdivisions
   
-
     
53,676
     
-
     
53,676
 
Foreign government
   
-
     
1,769
     
-
     
1,769
 
Residential MBS
   
-
     
34,190
     
7,152
     
41,342
 
Commercial MBS
   
-
     
19,833
     
442
     
20,275
 
Asset-backed securities ("ABS")
   
-
     
5,750
     
-
     
5,750
 
Corporate and other
   
-
     
100,663
     
1,202
     
101,865
 
Total AFS fixed maturities
   
1,732
     
220,959
     
8,796
     
231,487
 
Equity securities
   
9,684
     
2,062
     
11
     
11,757
 
Total assets accounted for at fair value
 
$
11,416
   
$
223,021
   
$
8,807
   
$
243,244
 
 
 
December 31, 2014
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                               
Available for sale fixed maturities:
                               
U.S. Government and government agencies
 
$
1,784
   
$
6,475
   
$
-
   
$
8,259
 
States, municipalities and political subdivisions
   
-
     
50,237
     
-
     
50,237
 
Foreign government
   
-
     
1,761
     
-
     
1,761
 
Residential MBS
   
-
     
39,523
     
5,432
     
44,955
 
Commercial MBS
   
-
     
20,303
     
464
     
20,767
 
Asset-backed securities
   
-
     
6,137
     
-
     
6,137
 
Corporate and other
   
-
     
95,770
     
1,230
     
97,000
 
Total AFS fixed maturities
   
1,784
     
220,206
     
7,126
     
229,116
 
Equity securities
   
8,132
     
1,027
     
1,026
     
10,185
 
Total assets accounted for at fair value
 
$
9,916
   
$
221,233
   
$
8,152
   
$
239,301
 

At June 30, 2015 and December 31, 2014 no liabilities were carried at fair value.

There were no transfers between Level 1 and Level 2 during the six months ended June 30, 2015 or 2014. Approximately 4% of the total assets carried at fair value on June 30, 2015, were Level 3 assets. Approximately 56% ($5 million) of the Level 3 assets were priced using non-binding broker quotes, for which there is a lack of transparency as to the inputs used to determine fair value. Details as to the quantitative inputs are neither provided by the brokers nor otherwise reasonably obtainable by CGI. Since internally developed Level 3 asset fair values represent less than 1% of the total assets measured at fair value and approximately 3% of CGI’s shareholder’s equity, changes in unobservable inputs used to determine internally developed fair values would not have a material impact on CGI’s financial position.

10

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Changes in balances of Level 3 financial assets carried at fair value during the six months ended June 30, 2015 and 2014 are presented below (in thousands). The transfers into and out of Level 3 were due to changes in the availability of market observable inputs. All transfers are reflected in the table at fair value as of the end of the reporting period.

       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31, 2014
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
June 30,
2015
 
AFS fixed maturities:
                               
Residential MBS
 
$
5,432
   
$
29
   
$
(39
)
 
$
-
   
$
(193
)
 
$
2,849
   
$
(926
)
 
$
7,152
 
Commercial MBS
   
464
     
(22
)
   
-
     
-
     
-
     
-
     
-
     
442
 
Corporate and other
   
1,230
     
11
     
3
     
-
     
(42
)
   
-
     
-
     
1,202
 
Equity securities
   
1,026
     
(15
)
   
(33
)
   
-
     
-
     
-
     
(967
)
   
11
 



       
Total realized/unrealized
gains (losses) included in
                     
   
Balance at
December 31, 2013
   
Net
earnings
(loss)
   
Other
comp.
income
(loss)
   
Purchases
and
issuances
   
Sales
and
settlements
   
Transfer
into
Level 3
   
Transfer
out of
Level 3
   
Balance at
June 30,
2014
 
AFS fixed maturities:
                               
Residential MBS
 
$
7,278
   
$
(86
)
 
$
(18
)
 
$
-
   
$
(263
)
 
$
836
   
$
(3,969
)
 
$
3,778
 
Commercial MBS
   
475
     
(5
)
   
-
     
-
     
-
     
-
     
-
     
470
 
Asset-backed securities
   
1,002
     
-
     
16
     
-
     
(8
)
   
-
     
-
     
1,010
 
Corporate and other
   
1,639
     
(5
)
   
(140
)
   
-
     
(53
)
   
-
     
-
     
1,441
 
Equity securities
   
35
     
-
     
35
     
750
     
-
     
-
     
-
     
820
 


11

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

Fair Value of Financial Instruments The carrying value and fair value of financial instruments that are not carried at fair value in the financial statements at June 30, 2015 and December 31, 2014 are summarized below (in thousands):

   
Carrying
   
Estimated
             
   
Value
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 30, 2015
                   
Financial assets:
                   
Cash and cash equivalents
 
$
6,651
   
$
6,651
   
$
6,651
   
$
-
   
$
-
 
Mortgage loans
   
2,113
     
2,113
     
-
     
-
     
2,113
 
Policy loans
   
2,764
     
2,764
     
-
     
-
     
2,764
 
Total financial assets not accounted for at fair value
 
$
11,528
   
$
11,528
   
$
6,651
   
$
-
   
$
4,877
 
                                         
Financial liabilities:
                                       
Annuity benefits accumulated(*)
 
$
74,562
   
$
75,105
   
$
-
   
$
-
   
$
75,105
 
Total financial liabilities not accounted for at fair value
 
$
74,562
   
$
75,105
   
$
-
   
$
-
   
$
75,105
 


   
Carrying
   
Estimated
             
   
Value
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
December 31, 2014
                   
Financial assets:
                   
Cash and cash equivalents
 
$
12,305
   
$
12,305
   
$
12,305
   
$
-
   
$
-
 
Mortgage loans
   
2,706
     
2,706
     
-
     
-
     
2,706
 
Policy loans
   
2,810
     
2,810
     
-
     
-
     
2,810
 
Total financial assets not accounted for at fair value
 
$
17,821
   
$
17,821
   
$
12,305
   
$
-
   
$
5,516
 
                                         
Financial liabilities:
                                       
Annuity benefits accumulated(*)
 
$
76,702
   
$
78,442
   
$
-
   
$
-
   
$
78,442
 
Total financial liabilities not accounted for at fair value
 
$
76,702
   
$
78,442
   
$
-
   
$
-
   
$
78,442
 

(*) Excludes life contingent annuities in the payout phase.

The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturities of these instruments. Fair values for mortgage loans are estimated by discounting the future contractual cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. The fair value of policy loans is estimated to approximate carrying value; policy loans have no defined maturity dates and are inseparable from insurance contracts. The fair value of annuity benefits was estimated based on expected cash flows discounted using forward interest rates adjusted for the Company’s credit risk and includes the impact of maintenance expenses and capital costs.
 
12

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

C.
Investments

Available for sale fixed maturities and equity securities at June 30, 2015 and December 31, 2014consisted of the following (in thousands):

   
June 30, 2015
   
December 31, 2014
 
   
Amortized
   
Fair
   
Gross Unrealized
   
Amortized
   
Fair
   
Gross Unrealized
 
   
Cost
   
Value
   
Gains
   
Losses
   
Cost
   
Value
   
Gains
   
Losses
 
Fixed Maturities:
                               
U.S. Government and government agencies
 
$
6,586
   
$
6,810
   
$
224
   
$
-
   
$
7,902
   
$
8,259
   
$
357
   
$
-
 
States, municipalities and political subdivisions
   
50,992
     
53,676
     
3,348
     
(664
)
   
46,093
     
50,237
     
4,256
     
(112
)
Foreign government
   
1,493
     
1,769
     
276
     
-
     
1,493
     
1,761
     
268
     
-
 
Residential MBS
   
37,488
     
41,342
     
3,904
     
(50
)
   
40,718
     
44,955
     
4,324
     
(87
)
Commercial MBS
   
18,946
     
20,275
     
1,329
     
-
     
19,102
     
20,767
     
1,665
     
-
 
Asset-backed securities
   
5,516
     
5,750
     
236
     
(2
)
   
5,841
     
6,137
     
320
     
(24
)
Corporate and other
   
90,963
     
101,865
     
11,400
     
(498
)
   
82,958
     
97,000
     
14,215
     
(173
)
Total fixed maturities
 
$
211,984
   
$
231,487
   
$
20,717
   
$
(1,214
)
 
$
204,107
   
$
229,116
   
$
25,405
   
$
(396
)
Common stocks
 
$
6,644
   
$
6,770
   
$
335
   
$
(209
)
 
$
5,878
   
$
5,700
   
$
116
   
$
(294
)
Perpetual preferred stocks
 
$
5,000
   
$
4,987
   
$
14
   
$
(27
)
 
$
4,500
   
$
4,485
   
$
37
   
$
(52
)

The non-credit related portion of other-than-temporary impairment charges is included in other comprehensive income. Cumulative non-credit charges taken for securities still owned at June 30, 2015 and December 31, 2014 were $375,000. Gross unrealized gains on such securities at June 30, 2015 and December 31, 2014 were $228,000 and $218,000, respectively. Gross unrealized losses on such securities at June 30, 2015 and December 31, 2014 were $34,000. These amounts represent the non-credit other-than-temporary impairment charges recorded in AOCI adjusted for subsequent changes in fair values and relate to residential MBS.
 
13

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

The following tables show gross unrealized losses (dollars in thousands) on fixed maturities and equity securities by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2015 and December 31, 2014.

   
Less Than Twelve Months
   
Twelve Months or More
 
   
Unrealized
   
Fair
   
Fair Value as
   
Unrealized
   
Fair
   
Fair Value as
 
June 30, 2015
 
Loss
   
Value
   
% of Cost
   
Loss
   
Value
   
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
(455
)
   
8,369
     
95
%
   
(209
)
   
731
     
78
%
Residential MBS
   
(12
)
   
3,391
     
100
%
   
(38
)
   
1,325
     
97
%
Commercial MBS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
(2
)
   
488
     
100
%
   
-
     
-
     
-
%
Corporate and other
   
(498
)
   
11,955
     
96
%
   
-
     
-
     
-
%
Total fixed maturities
 
$
(967
)
 
$
24,203
     
96
%
 
$
(247
)
 
$
2,056
     
89
%
Common stocks
 
$
(122
)
 
$
2,353
     
95
%
 
$
(87
)
 
$
309
     
78
%
Perpetual preferred stocks
 
$
(27
)
 
$
1,472
     
98
%
 
$
-
   
$
-
     
-
%


   
Less Than Twelve Months
   
Twelve Months or More
 
   
Unrealized
   
Fair
   
Fair Value as
   
Unrealized
   
Fair
   
Fair Value as
 
December 31, 2014
 
Loss
   
Value
   
% of Cost
   
Loss
   
Value
   
% of Cost
 
Fixed Maturities:
                       
U.S. Government and government agencies
 
$
-
   
$
-
     
-
%
 
$
-
   
$
-
     
-
%
States, municipalities and political subdivisions
   
-
     
-
     
-
%
   
(112
)
   
3,414
     
97
%
Residential MBS
   
(71
)
   
5,186
     
99
%
   
(16
)
   
2,010
     
99
%
Commercial MBS
   
-
     
-
     
-
%
   
-
     
-
     
-
%
Asset-backed securities
   
(24
)
   
465
     
95
%
   
-
     
-
     
-
%
Corporate and other
   
(173
)
   
1,332
     
89
%
   
-
     
-
     
-
%
Total fixed maturities
 
$
(268
)
 
$
6,983
     
96
%
 
$
(128
)
 
$
5,424
     
98
%
Common stocks
 
$
(129
)
 
$
2,079
     
94
%
 
$
(165
)
 
$
1,352
     
89
%
Perpetual preferred stocks
 
$
(52
)
 
$
1,449
     
97
%
 
$
-
   
$
-
     
-
%

At June 30, 2015, the gross unrealized losses on fixed maturities of $1.2 million relate to 37 securities. Investment grade securities (as determined by nationally recognized rating agencies) represented approximately 82% of the gross unrealized loss and 88% of the fair value.

The determination of whether unrealized losses are “other-than-temporary” requires judgment based on subjective as well as objective factors. Factors considered and resources used by management include:

 
a)
whether the unrealized loss is credit-driven or a result of changes in market interest rates,
b)
the extent to which fair value is less than cost basis,
c)
cash flow projections received from independent sources,
d)
historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases,
e)
near-term prospects for improvement in the issuer and/or its industry,
f)
third party research and communications with industry specialists,
g)
financial models and forecasts,
h)
the continuity of dividend payments, maintenance of investment grade ratings and hybrid nature of certain investments,
i)
discussions with issuer management, and
j)
ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value.
 
14

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

CGI analyzes its MBS securities for other-than-temporary impairment each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan to collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data. For the six months ended June 30, 2015 and 2014, CGI recorded $9,000 and $0, respectively, in other-than-temporary impairment charges related to its residential MBS.

CGI recorded $351,000 in other-than-temporary impairment charges on common stocks for the six months ended June 30, 2015. At June 30, 2015, the gross unrealized losses on common stocks of $209,000 relate to 10 securities, $87,000 (1 security) has been in an unrealized loss position for more than 12 months.

Management believes CGI will recover its cost basis in the securities with unrealized losses and that CGI has the ability to hold the securities until they recover in value and had no intent to sell them at June 30, 2015.

A progression of the credit portion of other-than-temporary impairments on fixed maturity securities for which the non-credit portion of an impairment has been recognized in other comprehensive income is shown below (in thousands):

   
2015
   
2014
 
Balance at January 1
 
$
119
   
$
225
 
Additional credit impairments on:
               
Securities without prior impairments
   
9
     
-
 
                 
Balance at June 30
 
$
128
   
$
225
 

The table below sets forth the scheduled maturities of available for sale fixed maturities as of June 30, 2015 (dollars in thousands). Securities with sinking funds are reported at average maturity. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid by the issuers.

   
Amortized
   
Fair Value
 
Maturity
 
Cost
   
Amount
   
%
 
One year or less
 
$
4,893
   
$
5,034
     
2
%
After one year through five years
   
24,404
     
27,063
     
12
%
After five years through ten years
   
43,161
     
46,193
     
20
%
After ten years
   
77,576
     
85,830
     
37
%
Subtotal
   
150,034
     
164,120
     
71
%
                         
MBS (average life of approximately 5 years)
   
56,434
     
61,617
     
27
%
ABS (average life of approximately 4 1/2 years)
   
5,516
     
5,750
     
2
%
                         
Total
 
$
211,984
   
$
231,487
     
100
%

Certain risks are inherent in connection with fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates.

There were no investments in individual issuers that exceeded 10% of Shareholder’s Equity at June 30, 2015 or December 31, 2014.
 
15

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

Net Unrealized Gain on Marketable Securities In addition to adjusting equity securities and fixed maturity securities classified as “available for sale” to fair value, G AAP requires that deferred policy acquisition costs and certain other balance sheet amounts related to annuity, life and health businesses be adjusted to the extent that unrealized gains and losses from securities would result in adjustments to those balances had the unrealized gains or losses actually been realized. The following table shows (in thousands) the components of the net unrealized gain on securities that is included in AOCI in CGI’s Balance Sheet.

  June 30, 2015
   
Pretax
   
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
19,503
   
$
(6,826
)
 
$
12,677
 
Equity securities
   
113
     
(40
)
   
73
 
Deferred policy acquisition costs
   
(230
)
   
81
     
(149
)
Life, accident and health reserves
   
(12,194
)
   
4,268
     
(7,926
)
   
$
7,192
   
$
(2,517
)
 
$
4,675
 


  December 31, 2014
   
Pretax
   
Deferred Tax
   
Net
 
Unrealized gain on:
           
Fixed maturity securities
 
$
25,009
   
$
(8,753
)
 
$
16,256
 
Equity securities
   
(193
)
   
68
     
(125
)
Deferred policy acquisition costs
   
(221
)
   
77
     
(144
)
Life, accident and health reserves
   
(17,472
)
   
6,115
     
(11,357
)
   
$
7,123
   
$
(2,493
)
 
$
4,630
 

Net Investment Income The following table shows (in thousands) investment income earned and investment expenses incurred for the six months ended June 30.

   
2015
   
2014
 
Investment income
       
Fixed maturities
 
$
6,542
   
$
7,508
 
Equity securities
   
409
     
629
 
Policy loans
   
85
     
89
 
Other
   
91
     
86
 
Gross investment income
   
7,127
     
8,312
 
Investment expenses
   
(46
)
   
(20
)
                 
Net investment income
 
$
7,081
   
$
8,292
 

CGI’s investment portfolio is managed by a subsidiary of AFG. Investment expenses included investment management fees charged by this subsidiary of $27,000 and $1,000 for the six months ended June 30, 2015 and 2014, respectively.
 
16

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

Realized gains (losses) and changes in unrealized appreciation (depreciation) related to fixed maturity and equity security investments are summarized as follows (in thousands):

           
Mortgage
             
           
Loans
             
   
Fixed
   
Equity
   
and Other
             
   
Maturities
   
Securities
   
Investments
   
Other (a)
   
Tax Effects
   
Total
 
Six Months ended June 30, 2015
                       
Realized before impairments
 
$
(406
)
 
$
(82
)
 
$
111
   
$
5
   
$
130
   
$
(242
)
Realized - impairments
   
(10
)
   
(351
)
   
(111
)
   
-
     
165
     
(307
)
Change in unrealized
   
(5,506
)
   
306
     
-
     
5,269
     
(24
)
   
45
 
                                                 
Six Months ended June 30, 2014
                                               
Realized before impairments
 
$
228
   
$
-
   
$
-
   
$
(1
)
 
$
(79
)
 
$
148
 
Realized - impairments
   
-
     
-
     
-
     
-
     
-
     
-
 
Change in unrealized
   
6,650
     
(211
)
   
-
     
(8,522
)
   
730
     
(1,353
)

(a)
Primarily adjustments to deferred policy acquisition costs and reserves related to long-term care business.

Gross realized gains and losses (excluding impairment writedowns and mark-to-market of derivatives) on available for sale fixed maturity and equity security investment transactions included in the Statement of Cash Flows consisted of the following for the six months ended June 30 (in thousands):

   
2015
   
2014
 
Fixed maturities:
       
Gross gains
 
$
180
   
$
-
 
Gross losses
   
-
     
(26
)
                 
Equity securities:
               
Gross gains
   
29
     
-
 
Gross losses
   
-
     
-
 

D.
Derivatives

CGI has investments in MBS that contain embedded derivatives (primarily interest-only MBS) that do not qualify for hedge accounting. CGI records the entire change in the fair value of these securities in earnings. These investments are part of CGI’s overall investment strategy, representing a small component of CGI’s overall investment portfolio and had a fair value of $4.9 million at June 30, 2015 and $5.9 million at December 31, 2014. The gain or loss resulting for changes in fair value of these securities is included in realized gains on securities in the Statement of Earnings and was a loss of $587,000 for the six months ended June 30, 2015 and a gain of $255,000 for the six months ended June 30, 2014.
 
17

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

E.
Shareholder's Equity

Accumulated Other Comprehensive Income, Net of Tax (“AOCI”) Comprehensive income is defined as all changes in Shareholder’s Equity except those arising from transactions with shareholders. Comprehensive income includes net earnings and other comprehensive income, which consists primarily of changes in net unrealized gains or losses on available for sale securities.

The progression of the components of accumulated other comprehensive income follows (in thousands):

       
Other Comprehensive Income
     
   
AOCI
           
Net
   
AOCI
 
   
Beginning
           
of
   
Ending
 
   
Balance
   
Pretax
   
Tax
   
Tax
   
Balance
 
Six Months Ended June 30, 2015
                   
Net unrealized gains on securities:
                   
Unrealized holding gains (losses) on securities arising during the period
 
$
(775
)
 
$
271
   
$
(504
)
       
Reclassification adjustment for realized (gains) losses included in net earnings (a)
   
844
     
(295
)
   
549
         
Total net unrealized gains on securities (b)
 
$
4,630
     
69
     
(24
)
   
45
   
$
4,675
 
                                         
Six Months Ended June 30, 2014
                                       
Net unrealized gains on securities:
                                       
Unrealized holding gains (losses) on securities arising during the period
 
$
(1,856
)
 
$
651
   
$
(1,205
)
               
Reclassification adjustment for realized (gains) losses included in net earnings (a)
   
(227
)
   
79
     
(148
)
               
Total net unrealized gains on securities (b)
 
$
9,903
     
(2,083
)
   
730
     
(1,353
)
 
$
8,550
 

(a)
The reclassification adjustment out of net unrealized gains on securities affected the following lines in CGI’s Consolidated Statement of Earnings:

OCI component
   
Affected line in the Consolidated Statement of Earnings         
Pretax
Realized gains on securities
Tax
Provision for income taxes

(b)
Includes net unrealized gains of $46,000 at June 30, 2015 compared to $35,000 at December 31, 2014 related to securities for which only the credit portion of an other-than-temporary impairment has been recorded in earnings.
 
18

CONTINENTAL GENERAL INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) — CONTINU ED

F.
Income Taxes

The following is a reconciliation of income taxes at the statutory rate of 35% to the provision (benefit) for income taxes as shown in the Statement of Earnings for the six months ended June 30 (dollars in thousands):

   
2015
   
2014
 
   
Amount
   
% of EBT
   
Amount
   
% of EBT
 
 
               
Earnings (loss) before income taxes ("EBT")
 
$
(750
)
     
$
71
     
                         
Income taxes (benefit) at statutory rate
 
$
(263
)
   
35
%
 
$
25
     
35
%
Effect of:
                               
Tax-exempt interest
   
(10
)
   
1
%
   
(8
)
   
(11
%)
Other
   
(4
)
   
1
%
   
1
     
1
%
Provision (benefit) for income taxes as shown on the Statement of Earnings
 
$
(277
)
   
37
%
 
$
18
     
25
%

G.
Contingencies

CGI is involved in litigation from time to time, generally arising in the ordinary course of business. This litigation may include, but is not limited to, general commercial disputes, lawsuits brought by policyholders, employment matters, reinsurance collection matters and actions challenging certain business practices of insurance subsidiaries. None of these matters are expected to have a material adverse impact on CGI’s results of operations or financial condition.

H.
Subsequent Event

The Company has evaluated subsequent events through September 3, 2015, the date its financial statements were available to be issued.

On April 14, 2015 GAFRI and CGI entered into a definitive agreement with HC2 Holding Inc. to sell all of the stock of CGI and United Teacher Associates Insurance Company, an affiliate. The agreement is subject to receipt of regulatory approvals and is expected to close in the second half of 2015.

 
19

Exhibit 99.5
 
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
 
The unaudited pro forma condensed combined balance sheet as of June 30, 2015, and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and six months ended June 30, 2015, of HC2 Holdings, Inc (“HC2”, “we”, “us”, “the Company”, or “our”), gives effect to (i) the effect of the acquisition of Schuff International, Inc. (“Schuff”) (ii) the full-period effect of the acquisition of Bridgehouse Marine Limited (“Bridgehouse Marine”) and (iii) the acquisition of United Teacher Associates Insurance Company (“UTAIC “) and Continental General Insurance Company (“CGIC” and, together with UTAIC, the “Insurance Companies”), in each case, by HC2.
 
The unaudited pro forma condensed combined balance sheet as of June 30, 2015 gives effect to the Insurance Companies acquisitions as if they had occurred on June 30, 2015. The unaudited pro forma condensed combined balance sheet is derived from the unaudited historical financial statements of HC2 and the Insurance Companies as of June 30, 2015.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2015 give effect to the Schuff, Bridgehouse Marine, and Insurance Companies acquisitions as if they had occurred on January 1, 2014. The unaudited pro forma condensed combined statement of operations is derived from the audited historical financial statements of HC2 and Insurance Companies as of and for the year ended December 31, 2014, the unaudited historical financial statements of Bridgehouse Marine for the nine months ended September 30, 2014 and Schuff for the five months ended May 26, 2014, and the unaudited historical financial statements of HC2 and Insurance Companies as of and for the six months ended June 30, 2015.

The unaudited pro forma condensed combined financial statements and the notes to the unaudited pro forma condensed combined financial statements were based on, and should be read in conjunction with:

· Our historical audited and unaudited consolidated financial statements and related notes and the sections entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015, and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed on August 10, 2015.
· UTAIC’s and CGIC’s historical audited financial statements and related notes for the fiscal years ended December 31, 2014 and 2013, and the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three fiscal years ended December 31, 2014, which is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
· Schuff’s historical audited financial statements and related notes as of and for the year ended December 29, 2013, and the unaudited historical financial statements of Schuff and related notes as of and for the three-month period ended March 31, 2014, which were previously filed as Exhibit 99.1 and Exhibit 99.2, respectively, to the Company’s Current Report on Form 8-K/A, filed on August 14, 2014.
· Bridgehouse Marine’s historical audited financial statements and related notes as of December 31, 2013 and for the year then ended, which were previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A, filed on December 8, 2014.

The unaudited pro forma adjustments, which the Company believes are reasonable under the circumstances, are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements have been prepared by HC2’s management in accordance with SEC Regulation S-X Article 11 and are not necessarily indicative of the combined financial position or results of operations that would have been realized had the transactions been completed as of the dates indicated, nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the transactions. In addition, the accompanying unaudited pro forma condensed combined statements of operations do not include any pro forma adjustments to reflect expected cost savings that may be achievable or the impact of any non-recurring activity or one-time transaction related costs.
 
Page 1 of 15

The historical consolidated financial statements have been adjusted to reflect factually supportable items that are directly attributable to the acquisition and, with respect to the unaudited pro forma condensed combined statements of operations and are not expected to have a continuing impact on the results of operations of the combined company.
 
Page 2 of 15

 
HC2 HOLDING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2015
(in thousands, except share data amounts)
 
                   
Pro Forma Adjustments
         
 
 
 
 
HC2
   
UTAIC
   
CGIC
   
Combined
UTAIC and CGIC
   
UTAIC and CGIC
Acquisition
   
Ref.
   
Pro Forma As Adjusted
 
ASSETS
 
   
   
   
   
   
   
 
Investments
 
   
   
   
   
   
   
 
Fixed maturities, available for sale at fair value
 
$
1,032
   
$
1,003,150
   
$
231,487
   
$
1,234,637
   
$
-
       
$
1,235,669
 
Equity securities, available for sale at fair value
   
27,329
     
67,407
     
11,757
     
79,164
     
-
         
106,493
 
Mortgage loans
   
-
     
-
     
2,113
     
2,113
     
-
         
2,113
 
Policy loans
   
-
     
15,831
     
2,764
     
18,595
     
-
         
18,595
 
Other investments
   
55,697
     
3,666
     
223
     
3,889
     
-
         
59,586
 
Total investments
   
84,058
     
1,090,054
     
248,344
     
1,338,398
     
-
         
1,422,456
 
                                                     
Cash and cash equivalents
   
68,941
     
21,760
     
6,651
     
28,411
     
(9,296
)
   
(6a
)
   
88,056
 
Restricted cash
   
7,188
     
-
     
-
     
-
     
-
             
7,188
 
Accounts receivable, net
   
214,027
     
-
     
-
     
-
     
-
             
214,027
 
Cost and recognized earnings in excess of billings on uncompleted contracts
   
35,573
     
-
     
-
     
-
     
-
             
35,573
 
Inventories
   
17,796
     
-
     
-
     
-
     
-
             
17,796
 
Recoverables from reinsurers
   
-
     
179,262
     
420,504
     
599,766
     
-
             
599,766
 
Accrued investment income
   
-
     
12,100
     
2,634
     
14,734
     
-
             
14,734
 
Deferred tax asset
   
22,699
     
-
     
19,759
     
19,759
     
16,448
     
(6b
)
   
58,906
 
Property and equipment, net
   
235,862
     
-
     
-
     
-
     
-
             
235,862
 
Goodwill
   
29,649
     
2,146
     
-
     
2,146
     
22,697
     
(6c
)
   
54,492
 
Intangibles including DAC, net
   
27,987
     
49,472
     
18,546
     
68,018
     
(65,323
)
   
(6d
)
   
30,682
 
Other assets
   
42,175
     
2,405
     
487
     
2,892
     
(581
)
   
(6e
)
   
44,486
 
Assets held for sale
   
8,597
     
-
     
-
     
-
     
-
             
8,597
 
Total assets
   
794,552
     
1,357,199
     
716,925
     
2,074,124
     
(36,055
)
           
2,832,621
 
                                                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                                       
                                                         
Life, accident and health reserves
 
$
-
   
$
947,004
   
$
559,315
   
$
1,506,319
   
$
196,190
     
(6f
)
 
$
1,702,509
 
Annuity benefits accumulated
   
-
     
191,760
     
75,931
     
267,691
     
-
             
267,691
 
Accounts payable and other current liabilities
   
187,816
     
-
     
-
     
-
     
-
             
187,816
 
Billings in excess of costs and recognized earnings on uncompleted contracts
   
29,859
     
-
     
-
     
-
     
-
             
29,859
 
Deferred tax liability
   
-
     
289
     
-
     
289
     
(289
)
   
(6g
)
   
-
 
Long-term obligations
   
387,073
     
-
     
-
     
-
     
13,000
     
(6h
)
   
400,073
 
Pension liability
   
34,538
     
-
     
-
     
-
     
-
             
34,538
 
Other liabilities
   
7,754
     
12,705
     
14,063
     
26,768
     
22,249
     
(6i
)
   
56,771
 
Total liabilities
   
647,040
     
1,151,758
     
649,309
     
1,801,067
     
231,150
             
2,679,257
 
                                                         
Commitments and contingencies
                                                       
Temporary equity
                                                       
Preferred stock
   
53,013
     
-
     
-
     
-
     
-
             
53,013
 
                                                         
Stockholders' equity:
                                                       
Common stock
   
26
     
2,500
     
4,197
     
6,697
     
(6,696
)
   
(6j
)
   
27
 
Additional paid-in capital
   
150,537
     
149,524
     
96,792
     
246,316
     
(240,206
)
   
(6k
)
   
156,647
 
Retained earnings (accumulated deficit)
   
(58,157
)
   
33,772
     
(38,048
)
   
(4,276
)
   
4,017
     
(6l
)
   
(58,416
)
Treasury stock, at cost
   
(378
)
   
-
     
-
     
-
     
-
             
(378
)
Accumulated other comprehensive loss (income)
   
(20,139
)
   
19,645
     
4,675
     
24,320
     
(24,320
)
   
(6m
)
   
(20,139
)
Total HC2 Holdings, Inc. stockholders’ equity before noncontrolling interest
   
71,889
     
205,441
     
67,616
     
273,057
     
(267,205
)
           
77,741
 
Noncontrolling interest
   
22,610
     
-
     
-
     
-
     
-
             
22,610
 
                                                         
Total stockholders' equity
   
94,499
     
205,441
     
67,616
     
273,057
     
(267,205
)
           
100,351
 
Total liabilities and stockholders' equity
 
$
794,552
   
$
1,357,199
   
$
716,925
   
$
2,074,124
   
$
(36,055
)
         
$
2,832,621
 

See notes to unaudited pro forma condensed combined financial statements
 
Page 3 of 15

 
HC2 HOLDING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2015
(in thousands, except per share data amounts)
 
                   
Pro Forma Adjustments
         
 
 
 
HC2
   
UTAIC
   
CGIC
   
Combined
UTAIC and CGIC
   
UTAIC and CGIC
Acquisition
Adjustments
   
Ref.
   
Pro Forma As adjusted
 
 
 
   
   
   
   
   
   
 
Services revenue
 
$
221,559
   
$
-
   
$
-
   
$
-
   
$
-
       
$
221,559
 
Sales revenue
   
261,231
     
-
     
-
     
-
     
-
         
261,231
 
Life, accident and health net earned premiums
   
-
     
35,947
     
5,263
     
41,210
     
-
         
41,210
 
Net investment income
   
-
     
30,213
     
7,081
     
37,294
     
(3,088
)
   
(7a
)
   
34,206
 
Realized gains/(losses) on investments
           
(1,485
)
   
(844
)
   
(2,329
)
   
-
             
(2,329
)
     
.
                                                 
Net revenue
   
482,790
     
64,675
     
11,500
     
76,175
     
(3,088
)
           
555,877
 
                                                         
Operating expenses:
                                                       
Cost of revenue-services
   
196,509
     
-
     
-
     
-
     
-
             
196,509
 
Cost of revenue-sales
   
221,445
     
-
     
-
     
-
     
-
             
221,445
 
Life, accident and health benefits
   
-
     
40,735
     
8,917
     
49,652
     
(4,250
)
   
(7b
)
   
45,402
 
Annuity benefits
   
-
     
3,628
     
1,179
     
4,807
     
-
             
4,807
 
Insurance acquisition expenses, net
   
-
     
8,435
     
1,966
     
10,401
     
(5,031
)
   
(7c
)
   
5,370
 
Selling, general and administrative
   
49,529
     
7,029
     
2,530
     
9,559
     
-
             
59,088
 
Depreciation and amortization
   
10,242
     
-
     
-
     
-
     
-
             
10,242
 
(Gain) loss on sale or disposal of assets
   
971
     
-
     
-
     
-
     
-
             
971
 
                                                         
Total operating expenses
   
478,696
     
59,827
     
14,592
     
74,419
     
(9,281
)
           
543,834
 
                                                         
Income (loss) from operations
   
4,094
     
4,848
     
(3,092
)
   
1,756
     
6,193
             
12,043
 
Interest expense
   
(18,649
)
   
-
     
-
     
-
     
-
             
(18,649
)
Amortization of debt discount
   
(176
)
   
-
     
-
     
-
     
-
             
(176
)
Other income (expense), net
   
(4,744
)
   
19
     
2,342
     
2,361
     
-
             
(2,383
)
Foreign currency transaction gain (loss)
   
1,051
     
-
     
-
     
-
     
-
             
1,051
 
                                                         
Income (loss) from continuing operations before income taxes and income (loss) from equity investees
   
(18,424
)
   
4,867
     
(750
)
   
4,117
     
6,193
             
(8,114
)
Income (loss) from equity investees
   
(1,259
)
   
-
     
-
     
-
     
-
             
(1,259
)
Income tax benefit (expense)
   
3,369
     
(1,431
)
   
277
     
(1,154
)
   
(2,168
)
   
(7d
)
   
47
 
                                                         
Income (loss) from continuing operations
   
(16,314
)
   
3,436
     
(473
)
   
2,963
     
4,025
             
(9,326
)
                                                         
Less: Net (income) loss from continuing operations attributable to the noncontrolling interest
   
57
     
-
     
-
     
-
     
-
             
57
 
Net income (loss) from continuing operations attributable to HC2 Holdings, Inc.
 
$
(16,257
)
 
$
3,436
   
$
(473
)
 
$
2,963
   
$
4,025
           
$
(5,778
)
Less: Perferred stock and dividends accretion
   
2,177
     
-
     
-
     
-
     
-
             
2,177
 
Net income (loss) from continuing operations attributable to common stock and participating preferred stockholders
 
$
(18,434
)
 
$
3,436
   
$
(473
)
 
$
2,963
   
$
4,025
           
$
(11,446
)
                                                         
Basic income (loss) per common share
                                                       
Net loss from continuing operations attributable to HC2 Holdings, Inc.
 
$
(0.74
)
                                         
$
(0.45
)
Diluted income (loss) per common share
                                                       
Net loss from continuing operations attributable to HC2 Holdings, Inc.
 
$
(0.74
)
                                         
$
(0.45
)
Common shares outstanding
                                                       
Basic
   
24,838
                             
867
     
(9
)
   
25,705
 
Diluted
   
24,838
                             
867
     
(9
)
   
25,705
 

See notes to unaudited pro forma condensed combined financial statements
 
Page 4 of 15

 
HC2 HOLDING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2014
(in thousands, except per share data amounts)
 
 
               
2014 Acquisitions Pro Forma Adjustments
                   
Pro Forma Adjustments
   
   
HC2
Year Ended
December 31, 2014
   
Schuff
Five Months Ended
May 26, 2014
   
BML
Nine Months Ended
September 30, 2014
   
Schuff
Acquisition
Adjustments
   
BML
Acquisition
Adjustments
   
Other Pro Forma
Accounting
Adjustments
   
Pro forma
As adjusted
for 2014 Acquisitions
   
UTAIC Historical
Year Ended
December 31, 2014
   
CGIC Historical
Year Ended
December 31, 2014
   
Combined
UTAIC and CGIC
Year Ended
December 31, 2014
   
UTAIC and CGIC
Acquisition
Adjustments
 
Ref.
 
Pro Forma
As Adjusted
Year ended
December 31, 2014
 
Services revenue
 
$
193,044
   
$
-
   
$
132,503
   
$
-
   
$
(159
) (8d)
 
$
-
   
$
325,388
   
$
-
   
$
-
   
$
-
   
$
-
   
$
325,388
 
Sales revenue
   
350,158
     
177,823
     
-
     
-
     
-
     
-
     
527,981
     
-
     
-
     
-
     
-
     
527,981
 
Life, accident and health net earned premiums
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
70,883
     
12,606
     
83,489
     
-
     
83,489
 
Net investment income
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
59,942
     
15,484
     
75,426
     
(6,176
)
(7a)
   
69,250
 
Realized gains/(losses) on investments
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(5,505
)
   
(1,471
)
   
(6,976
)
   
-
       
(6,976
)
                                                                                                   
Net revenue
   
543,202
     
177,823
     
132,503
     
-
     
(159
)
   
-
     
853,369
     
125,320
     
26,619
     
151,939
     
(6,176
)
     
999,132
 
             
-
     
-
     
-
     
-
     
-
                                                   
Operating expenses:
           
-
     
-
     
-
     
-
     
-
                                                   
Cost of revenue-services
   
174,956
     
-
     
91,104
     
1,019
 (8a)
   
-
     
-
     
267,079
     
-
     
-
     
-
     
-
       
267,079
 
Cost of revenue-sales
   
296,530
     
149,226
     
-
     
-
     
-
     
-
     
445,756
     
-
     
-
     
-
     
-
       
445,756
 
Life, accident and health benefits
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
106,742
     
22,915
     
129,657
     
(8,649
)
(7b)
   
121,008
 
Annuity benefits
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
6,274
     
2,627
     
8,901
     
-
       
8,901
 
Insurance acquisition expenses, net
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
15,094
     
3,525
     
18,619
     
(7,475
)
(7c)
   
11,144
 
Selling, general and administrative
   
81,396
     
14,385
     
8,527
     
-
     
-
     
-
     
104,308
     
11,759
     
3,220
     
14,979
     
-
 
 
   
119,287
 
Depreciation and amortization
   
4,617
     
3,086
     
10,351
     
174
 (8b)
   
3,470
 (8e)
   
-
     
21,698
     
-
     
-
     
-
     
-
       
21,698
 
Asset impairment expense
   
291
     
-
     
-
     
-
     
-
     
-
     
291
     
-
     
-
     
-
     
-
       
291
 
Loss on sale or disposal of assets
   
(162
)
   
208
     
104
     
-
     
-
     
-
     
150
     
-
     
-
     
-
     
-
       
150
 
                                                                                                   
Total operating expenses
   
557,628
     
166,905
     
110,086
     
1,193
     
3,470
     
-
     
839,282
     
139,869
     
32,287
     
172,156
     
(16,124
)
     
995,314
 
 
Income (loss) from operations
   
(14,426
)
   
10,918
     
22,417
     
(1,193
)
   
(3,629
)
   
-
     
14,087
     
(14,549
)
   
(5,668
)
   
(20,217
)
   
9,948
       
3,818
 
Interest expense
   
(10,754
)
   
(1,033
)
   
(3,677
)
   
-
     
-
     
(24,444
) (8g)
   
(39,908
)
   
-
     
-
     
-
     
-
       
(39,908
)
Amortization of debt discount
   
(1,593
)
   
-
     
-
     
-
     
-
     
-
     
(1,593
)
   
-
     
-
     
-
     
-
       
(1,593
)
Other income (expense), net
   
436
     
(37
)
   
3,164
     
-
     
-
     
-
     
3,563
     
19
     
4,800
     
4,819
     
-
       
8,382
 
Loss on early extinguishment or restructuring of debt
   
(11,969
)
   
-
     
-
     
-
     
-
     
-
     
(11,969
)
   
-
     
-
     
-
     
-
       
(11,969
)
Foreign currency transaction gain (loss)
   
1,061
     
-
     
(1,634
)
   
-
     
-
     
-
     
(573
)
   
-
     
-
     
-
     
-
       
(573
)
                                                                                                   
Income (loss) from continuing operations before income (loss) from equity investees and income taxes
   
(37,245
)
   
9,848
     
20,270
     
(1,193
)
   
(3,629
)
   
(24,444
)
   
(36,393
)
   
(14,530
)
   
(868
)
   
(15,398
)
   
9,948
       
(41,843
)
Income (loss) from equity investees
   
3,359
     
-
     
2,955
     
-
     
-
     
-
     
6,314
     
-
     
-
     
-
     
-
       
6,314
 
 
Income tax benefit (expense)
   
24,484
     
(3,619
)
   
(979
)
   
-
     
-
     
-
     
19,886
     
5,443
     
315
     
5,758
     
(3,482
)
(7d)
   
22,162
 
 
Income (loss) from continuing operations
 
$
(9,402
)
 
$
6,229
   
$
22,246
   
$
(1,193
)
 
$
(3,629
)
 
$
(24,444
)
 
$
(10,193
)
 
$
(9,087
)
 
$
(553
)
 
$
(9,640
)
 
$
6,466
     
$
(13,367
)
 
Less: Net (income) loss from continuing operations attributable to the noncontrolling interest
   
(2,559
)
   
(58
)
   
(2,220
)
   
1,372
 (8c)
   
(497
) (8f)
   
-
     
(3,962
)
   
-
     
-
     
-
     
-
       
(3,962
)
Net income (loss) from continuing operations attributable to HC2 Holdings, Inc.
 
$
(11,961
)
 
$
6,171
   
$
20,026
   
$
179
   
$
(4,126
)
 
$
(24,444
)
 
$
(14,155
)
 
$
(9,087
)
 
$
(553
)
 
$
(9,640
)
 
$
6,466
     
$
(17,329
)
Less: Perferred stock and dividends accretion
   
2,049
     
-
     
-
     
-
     
-
     
1,246
 (8h)
   
3,295
                                       
3,295
 
Net income (loss) from continuing operations attributable to common stock and participating preferred stockholders
   
(14,010
)
                                           
(17,450
)
                                     
(20,624
)
 
Basic income (loss) per common share
                                                                                                 
Net loss from continuing operations attributable to HC2 Holdings, Inc.
 
$
(0.71
)
                                                                                   
$
(1.00
)
Diluted income (loss) per common share
                                                                                                 
Net loss from continuing operations attributable to HC2 Holdings, Inc.
 
$
(0.71
)
                                                                                   
$
(1.00
)
Weighted average common shares outstanding
                                                                                                 
Basic
   
19,729
                                                                             
867
 
(9)
   
20,596
 
Diluted
   
19,729
                                                                             
867
 
(9)
   
20,596
 
 
See notes to unaudited pro forma condensed combined financial statements
 
Page 5 of 15

1. Description of the Transaction

Acquisition of UTAIC and CGIC

On April 13, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Continental General Corporation, a Nebraska corporation, and Great American Financial Resources, Inc., a Delaware corporation (collectively, the “Sellers”), pursuant to which the Company agreed to purchase from the Sellers all of the issued and outstanding shares of common stock of the Insurance Companies, as well as all assets owned by the Sellers or their affiliates that are used exclusively or primarily in the business of the Insurance Companies, subject to certain exceptions. The Insurance Companies are providers of long-term care and life insurance policies and annuity contracts.

Previous acquisitions reflected within the pro forma

On May 29, 2014, the Company completed the acquisition of 2.5 million shares of common stock of Schuff, a steel fabrication and erection company and negotiated an agreement to purchase an additional 198,411 shares, representing an approximately 65% interest in Schuff. Schuff repurchased a portion of its outstanding common stock in June 2014, which had the effect of increasing the Company’s ownership interest to 70%. During the fourth quarter of 2014 and the first quarter of 2015, the final results of a tender offer for all outstanding shares of Schuff were announced and various open-market purchases were made, which resulted in the acquisition of 815,843 shares and an increase in our ownership interest to 91%. Schuff and its wholly-owned subsidiaries primarily operate as integrated fabricators and erectors of structural steel and heavy steel plates with headquarters in Phoenix, Arizona and operations in Arizona, Georgia, Texas, Kansas and California. Schuff’s construction projects are primarily in the aforementioned states. In addition, Schuff has construction projects in select international markets, primarily Panama. The Company acquired Schuff to expand the business that it engages in and saw Schuff as an opportunity to enter the steel fabrication and erection market. The Company purchased 2.5 million shares of common stock of Schuff for $78.75 million. The purchase price of Schuff was valued at $31.50 per share which represented both the cash paid by the Company for its 60% interest, and the fair value of the noncontrolling interest of 40%.

On September 22, 2014, the Company completed the acquisition of Bridgehouse Marine and its subsidiary, Global Marine Systems Limited (“GMSL”). The purchase price is reflective of an enterprise value of approximately $260 million, including assumed indebtedness of approximately $130 million leaving a net enterprise value of approximately $130 million. GMSL is a leading provider of engineering and underwater services on submarine cables.

2. Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of June 30, 2015 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and six months ended June 30, 2015 are based on the historical combined financial statements of HC2, UTAIC, CGIC, after giving effect to the completion of the acquisition and the assumptions and adjustments described in the accompanying notes. In addition, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 is inclusive of the Schuff and GMSL historical operations prior to the acquisition by HC2. Such pro forma adjustments are (1) factually supportable, (2) directly attributable to the acquisition, and (3) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the results of operations of the combined company.

At this preliminary stage, no identifiable finite lived intangible assets were identified for the acquisition of the Insurance Companies. The estimated identifiable indefinite lived intangible asset represents state licenses, which are not amortized, but will be subject to periodic impairment testing. Reserves were calculated using actuarial assumptions for future morbidity, persistency, premiums and future expenses as of June 30, 2015. In addition, the reserves reflect current and forward interest rates based on the current economic environment. A provision for adverse deviation was included on future interest rates and premiums. Goodwill represents the excess of the estimated purchase price over the estimated fair value of the Insurance Companies’ assets and liabilities, and will not be amortized, but will be subject to periodic impairment testing. Upon consummation of the acquisition, the estimated fair value of the assets and liabilities will be updated.

The unaudited pro forma condensed combined financial statements are presented solely for informational purposes and are not necessarily indicative of the combined financial position or the results of operations that might have been achieved had the transaction been completed as of the dates indicated, nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the transaction. In addition, the accompanying unaudited pro forma condensed combined statements of operations do not reflect expected revenue synergies, expected cost savings or restructuring actions that may be achievable, or the impact of any non-recurring activity and one-time transaction related costs.
 
Page 6 of 15

3. Accounting Policies

As part of preparing the unaudited pro forma condensed combined financial statements, the Company conducted a review of the accounting policies of the Insurance Companies to determine if differences in accounting policies require restatement or reclassification of results of operations or reclassification of assets or liabilities to conform to HC2’s accounting policies and classifications. The Company did not become aware of any material differences between the accounting policies of HC2 and the Insurance Companies during the preparation of these unaudited pro forma condensed combined financial statements, with the exception of certain insurance specific accounting policies, which have not been applicable to HC2 prior to the Insurance Companies acquisition and certain reclassifications necessary to conform to HC2’s financial presentation. Accordingly, these unaudited pro forma condensed combined financial statements do not assume any material differences in accounting policies between HC2 and the Insurance Companies. The results of this review are included in Note 4. Upon consummation of the Insurance Companies acquisition, a more comprehensive review of the accounting policies of the Insurance Companies will be performed which may identify other differences among the accounting policies of HC2 and the Insurance Companies that, when confirmed, could have a material impact on the unaudited pro forma condensed combined financial statements.

4. Historical HC2, and Insurance Companies conforming adjustments

HC2 has historically reported a classified balance sheet, with assets and liabilities separated between current and non-current, while the Insurance Companies have historically reported their balance sheets on an unclassified basis. However, after giving consideration to the nature of the Insurance Companies businesses and the impact of their inclusion of their balance sheets on HC2’s consolidated balance sheet upon completion of the acquisition, HC2 will report its consolidated balance sheet on an unclassified basis, and HC2’s consolidated balance sheet presentation and captions will be generally based on the SEC’s Regulation §S-X 210-7.03. Accordingly, HC2’s historical amounts reflected in the unaudited combined pro forma balance sheet as of June 30, 2015 have been reclassified to conform to the unclassified presentation. A reconciliation of the significant reclassifications made to HC2’s historical balance sheet is provided below.
 
Page 7 of 15

Financial information of HC2 column of the unaudited pro forma condensed combined balance sheet represents the historical reported balances of HC2 reclassified to conform to the go-forward presentation as a result of the acquisition of UTAIC and CGIC in HC2’s consolidated financial statements as set forth below. Unless otherwise indicated, defined line items included in the notes have the meanings given to them in the historical financial statements of HC2.
 
(dollars in thousands)
 
Before Reclassification
   
Reclassification Amount
   
After Reclassification
   
Ref.
 
 
Assets:
               
Short-Term Investments
   
12,265
     
(12,265
)
   
-
     
1
 
Long-Term Investments
   
71,793
     
(71,793
)
   
-
     
2
 
Fixed Maturities
   
-
     
1,032
     
1,032
     
1
 
Equity Securities
   
-
     
27,329
     
27,329
     
1,2
 
Other Investments
   
-
     
55,697
     
55,697
     
1,2
 
Deferred tax asset - current
   
1,701
     
(1,701
)
   
-
     
3
 
Deferred tax asset - long-term
   
20,998
     
(20,998
)
   
-
     
3
 
Deferred tax asset
           
22,699
     
22,699
     
3
 
Prepaid expenses and other current assets
   
23,746
     
(23,746
)
   
-
     
4
 
Other assets
   
18,429
     
23,746
     
42,175
     
4
 
                                 
Liabilities:
                               
Accounts payable
   
81,644
     
(81,644
)
   
-
     
5
 
Accrued interconnection costs
   
31,551
     
(31,551
)
   
-
     
5
 
Accrued payroll and employee benefits
   
19,222
     
(19,222
)
   
-
     
5
 
Accrued expenses and other current liabilities
   
51,640
     
(51,640
)
   
-
     
5
 
Accrued income taxes
   
912
     
(912
)
   
-
     
5
 
Accrued interest
   
2,847
     
(2,847
)
   
-
     
5
 
Accounts payable and other current liabilities
   
-
     
187,816
     
187,816
     
5
 
Current portion of long-term obligations
   
12,752
     
(12,752
)
   
-
     
6
 
Long-Term Obligations
   
374,321
     
12,752
     
387,073
     
6
 
Current portion of pension liability
   
6,037
     
(6,037
)
   
-
     
7
 
Pension Liability
   
28,501
     
6,037
     
34,538
     
7
 

_________________________

1. Adjustment to reclassify $12,265 of “Short-term investments” into $1,032 of “Fixed maturities”, $11,214 of “Equity securities”, and $19 of “Other Investments”
2. Adjustment to reclassify $71,793 of “Long-term investments” into $16,115 of “Equity securities” and $55,678 of “Other investments”
3. Adjustment to reclassify “Deferred tax asset - current” and “Deferred tax asset - long-term” to “Deferred tax asset”
4. Adjustment to reclassify “Prepaid expenses and other current assets” to “Other assets”
5. Adjustment to reclassify “Accounts payable”, “Accrued interconnection costs”, “Accrued payroll and employee benefits”, “Accrued expenses and other current liabilities”, “Accrued income taxes”, and “Accrued interest” to “Accounts payable and other current liabilities”
6. Adjustment to reclassify “Current portion of long-term obligations” to “Long-term obligations”
7. Adjustment to reclassify “Current portion of pension liability” to “Pension liability”
 
Page 8 of 15

Financial information of the Insurance Companies in the “UTAIC Historical” and “CGIC Historical” columns of the unaudited pro forma condensed combined financial statements represents the historical audited balances of UTAIC and CGIC reclassified to conform to the presentation in HC2’s condensed consolidated financial statements as set forth below. Unless otherwise indicated, defined line items included in the notes have the meanings given to them in the historical financial statements of the Insurance Companies.

Insurance Companies' Reclassification and classification of the unaudited condensed combined pro forma balance sheet as of June 30, 2015

   
UTAIC
   
CGIC
   
Ref.
 
   
Before
Reclassification
   
Reclassification
Amount
   
After
Reclassification
   
Before
Reclassification
   
Reclassification
Amount
   
After
Reclassification
     
(dollars in thousands)
Assets:
                           
Deferred policy acquisition costs
   
49,472
     
(49,472
)
  -      
15,851
     
(15,851
)
  -      
1
 
Other assets
   
4,551
     
(2,146
)
   
2,405
     
3,182
     
(2,695
)
   
487
     
1
 
Intangibles including DAC, net
   
-
     
49,472
     
49,472
     
-
     
18,546
     
18,546
     
1
 
Goodwill
   
-
     
2,146
     
2,146
     
-
     
-
     
-
     
1
 

_______________________

1. Adjustment to reclassify “Deferred policy acquisition costs” and intangible assets within “Other assets” into “Intangibles including DAC, net” and “Goodwill”

UTAIC and CGIC reclassification of the Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months ended June 30, 2015

   
UTAIC
   
CGIC
   
Ref.
 
(dollars in thousands)
 
Before
Reclassification
   
Reclassification
Amount
   
After
Reclassification
   
Before
Reclassification
   
Reclassification
Amount
   
After
Reclassification
       
Other Income    
19
     
(19
)
   
-
     
2,342
     
(2,342
)
   
-
     
1
 
Other income (expense), net
   
-
     
19
     
19
     
-
     
2,342
     
2,342
     
1
 
Other operating and general expenses
   
7,029
     
(7,029
)
   
-
     
2,530
     
(2,530
)
   
-
     
2
 
Selling, general and administrative
   
-
     
7,029
     
7,029
     
-
     
2,530
     
2,530
     
2
 
 
_________________________

1. Adjustment to reclassify “Other Income” into “Other income (expense), net.”
2. Adjustment to reclassify “Other operating general expenses” into “Selling, general and administrative” expenses.

UTAIC and CGIC reclassification of the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2014

   
UTAIC
   
CGIC
   
Ref.
 
(dollars in thousands)
 
Before
Reclassification
   
Reclassification
Amount
   
After
Reclassification
   
Before
Reclassification
   
Reclassification
Amount
   
After
Reclassification
     
Other Income
   
19
     
(19
)
   
-
     
4,800
     
(4,800
)
   
-
     
1
 
Other income (expense), net
   
-
     
19
     
19
     
-
     
4,800
     
4,800
     
1
 
Other operating and general expenses
   
11,759
     
(11,759
)
    -      
3,220
     
(3,220
)
   
-
     
2
 
Selling, general and administrative
   
-
     
11,759
     
11,759
     
-
     
3,220
     
3,220
     
2
 

_______________________

1. Adjustment to reclassify “Other Income” into “Other income (expense), net.”
2. Adjustment to reclassify “Other operating general expenses” into “Selling, general and administrative” expenses.
 
Page 9 of 15

5. Preliminary Purchase Consideration Allocation

The allocation of the total consideration shown below is based on preliminary estimates and is subject to change based on the final determination of the fair value of the Insurance Companies’ assets acquired and liabilities assumed. The purchase consideration is planned to be paid in cash and HC2's common stock and is subject to change at the Company’s discretion. The fair value of consideration expected to be transferred on the closing date is detailed below:

UTAIC and CGIC Purchase Price Allocation
           
(in thousands)
 
Cash
   
Equity
   
Total
 
Base Purchase Price
 
$
7,000
   
$
-
   
$
7,000
 
Excess Capital and Surplus Adjustment
   
2,037
     
6,111
     
8,148
 
Reserve Release (Contingent Payment)
   
3,250
     
9,750
     
13,000
 
Due to Sellers
 
$
12,287
   
$
15,861
   
$
28,148
 
             
The reserve release represents an additional contingent payment to the Seller in the maximum amount of $13 million (the “Contingent Payment”). The Contingent Payment is calculated based on the fluctuation of the statutory cash flow testing and premium deficiency reserves annually following each of the Insurance Companies’ filing with its domiciliary insurance regulator of its annual statutory statements for each calendar year ending December 31, 2015 through and including December 31, 2019 to bridge the gap between estimates at the time of acquisition and actual results. To calculate our estimate, cash flow testing sensitivities were performed assuming improved yields on the asset portfolio based on modest increases in interest rates back towards historical averages. These sensitivities resulted in the estimated projected future reserve releases that may occur. Interest rate assumption improvements alone were the basis for the projected cash flow testing reserve release. Based on the performed analysis, HC2 expects to fund the Contingent Payment over the prescribed period. The Company will re-perform this assessment at each reporting period through December 31, 2019 or until the total of the Contingent Payments reaches $13 million.
 
(in thousands)
   
Preliminary estimate of assets acquired and liabilities assumed
   
Assets:
   
Cash and cash equivalents
 
$
28,411
 
Fixed maturities, available for sale at fair value
   
1,234,637
 
Equity securities, available for sale at fair value
   
79,164
 
Mortgage loans
   
2,113
 
Policy loans
   
18,595
 
Other investments
   
3,889
 
Accrued investment income
   
14,734
 
Reinsurance recoverable on losses and loss expenses
   
599,766
 
Intangibles
   
2,695
 
Other assets, net
   
2,311
 
Deferred tax asset
   
36,207
 
Liabilities:
       
Annuity reserves
   
267,691
 
Life, accident and health reserves
   
1,702,509
 
Other liabilities
   
49,017
 
Total identifiable net assets acquired
   
3,305
 
Goodwill
   
24,843
 
Estimated purchase price
 
$
28,148
 

Under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”), assets acquired and liabilities assumed are recorded at fair value. The fair value of identifiable tangible and intangible assets acquired and liabilities assumed from the acquisition are based on a preliminary estimate of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Such a valuation requires estimates and assumptions including, but not limited to, estimating future cash flows and direct costs in addition to developing the appropriate discount rates. HC2’s management believes the fair values recognized for the assets to be acquired and the liabilities to be assumed are based on reasonable estimates and assumptions currently available. The final determination of the acquisition consideration and fair values of the Insurance Companies assets and liabilities will be based on the actual net tangible and intangible assets of the Insurance Companies that exist as of the date of completion of the acquisition. Consequently, the amounts allocated to goodwill and intangible assets could change significantly from those allocations used in the unaudited pro forma condensed combined financial statements presented below and could result in a material change in amortization of acquired finite lived intangible assets.
 
Page 10 of 15

The preliminary fair values of intangible assets were determined based on the provisions of ASC 805, which defines fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. At this preliminary stage, the intangible assets identified are indefinite lived identifiable intangible assets representing state licenses with a value of $2.7 million, which are not amortized, but will be subject to periodic impairment testing. In addition, the Company determined the fair value of the Insurance Companies’ life, accident and health reserves through cash flow projections and capital requirements using actuarial assumptions and gross premium adequacy analyses.

The expected amortization related to the preliminary fair value of the acquired intangible assets and liabilities for the five years following the acquisition is reflected in the table below:

           
Year following the acquisition
 
(dollars in thousands)
 
June 30, 2015
 
Estimated
remaining useful
life (years)
 
Year
1
   
Year
2
   
Year
3
   
Year
4
   
Year
5
 
Amortization of intangibles:
                         
State licenses
   
2,695
 
Indefinite
   
n/a
 
   
n/a
 
   
n/a
 
   
n/a
 
   
n/a
 
Benefit of the fair value adjustment to acquire Life accident and health reserves
   
196,190
 
60
  $
8,649
    $
8,500
    $
7,861
    $
7,198
    $
6,608
 
Total expected amortization, pre-tax
            $
8,649
    $
8,500
    $
7,861
    $
7,198
    $
6,608
 
                                                   
Total expected amortization, after-tax
            $
5,622
    $
5,525
    $
5,109
    $
4,678
    $
4,295
 

Taxes

The Company has agreed to make a joint election with the Sellers under Internal Revenue Code section 338(h)(10) (“338 Election”) to treat the stock purchases as asset purchases for U.S. Federal income tax purposes. The resulting step-down in the tax bases of the acquired assets is reflected in the above net deferred tax asset of $36.2 million for differences between the fair value and tax bases of the acquired assets and liabilities. The Company estimates that none of the goodwill reflected above will be deductible for income tax purposes.

The net deferred tax asset includes $22.8 million for the estimated tax basis in amortizable policy acquisition costs (“DAC Tax”), which is fully offset by a current tax liability of $22.8 million included in other liabilities. The current tax liability is a result of the 338 Election which allows the Sellers to deduct any unamortized DAC Tax at the acquisition date, but requires the Company to re-establish DAC Tax on the acquired assets as if they were purchased in a taxable reinsurance transaction. However, this re-established DAC Tax causes a current tax liability to the Company which is a temporary difference that will be amortized and deductible over the following 10 years for income tax purposes.
 
Page 11 of 15

6. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

Adjustments included in the “Acquisition Adjustments” column in the accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2015 are as follows:
 
(dollars in thousands)
 
Increase (decrease)
as of
June 30, 2015
 
       
Assets:
     
(6a
)
Adjustments to cash and cash equivalents:
   
   
To reflect the cash consideration paid by HC2 to UTAIC/CGIC common shareholders to effect the merger funded by available cash resources
   
(9,037
)
   
To reflect estimated transaction costs to be paid by HC2
   
(259
)
         
(9,296
)
(6b
)
Adjustments to deferred tax assets:
       
   
To eliminate deferred tax asset of CGIC as a result of Section 338(h)(10) election
   
(19,759
)
   
To reflect impact to deferred tax asset as a result of Section 338(h)(10) adjustment
   
36,207
 
         
16,448
 
(6c
)
Adjustments to goodwill:
       
   
Eliminate UTAIC/CGIC 's historical goodwill
   
(2,146
)
   
To record goodwill determined as the preliminary acquisition consideration paid to effect the merger in excess of the estimated fair value of the net assets acquired
   
24,843
 
         
22,697
 
(6d
)
Adjustment to eliminate UTAIC/CGIC 's deferred acquisition costs and VOBA
   
(65,323
)
(6e
)
Adjustment to eliminate intercompany transactions between UTAIC/CGIC
   
(581
)
   
Total adjustments to assets
   
(36,055
)
             
Liabilities:
       
(6g
)
To eliminate deferred tax liability of UTAIC as a result of Section 338(h)(10) election
   
(289
)
(6f
)
To reflect Life, accident and health reserves at fair value
   
196,190
 
(6h
)
To reflect the fair value of additional Contingent Payment
   
13,000
 
(6i
)
Adjustments to other liabilities:
       
   
To eliminate intercompany receivables and payables between UTAIC and CGI
   
(581
)
   
To record Federal Income Tax payable
   
22,830
 
         
22,249
 
   
Total adjustments to liabilities
   
231,150
 

 
Page 12 of 15

(continued from above)

(dollars in thousands)
 
Increase (decrease)
as of
June 30, 2015
 
Stockholders' equity:
   
(6j
)
Adjustments to common stock:
   
   
To reflect the elimination of the par value of UTAIC and CGIC 's common shares outstanding
   
(6,697
)
   
To reflect the common stock issued as part of the acquisition of the Insurance Companies
   
1
 
         
(6,696
)
(6k
)
Adjustments to additional paid-in capital:
       
   
To eliminate UTAIC/CGIC's historical additional paid-in capital.
   
(246,316
)
   
To reflect the additional paid-in-capital due to the stock issuance
   
6,110
 
         
(240,206
)
(6l
)
Adjustments to retained earnings:
       
   
To reflect the elimination of UTAIC/CGIC 's historical retained earnings (accumulated deficit)
   
4,276
 
   
To reflect estimated transaction costs to be paid by HC2, net of tax.
   
(259
)
         
4,017
 
(6m
)
Adjustment to eliminate UTAIC/CGIC's accumulated other comprehensive income.
   
(24,320
)
   
Total adjustments to stockholders' equity
   
(267,205
)
   
Total adjustments to liabilities and stockholders' equity
   
(36,055
)
 
7. Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments

Adjustments included in the “Acquisition Adjustments” column in the accompanying unaudited pro forma condensed combined statements of operations are as follows:
 
(dollars in thousands)
 
Increase (decrease)
for the six months ended
June 30, 2015
   
Increase (decrease)
for the year ended
December 31, 2014
 
           
Revenues:
         
(7a
)
Adjustment to net investment income to amortize the fair value adjustment to UTAIC/CGIC 's investments
   
(3,088
)
   
(6,176
)
   
Total adjustments to revenues
   
(3,088
)
   
(6,176
)
Expenses:
                 
(7b
)
Adjustment to amortize the difference between the estimated fair value and the historical value of UTA and CGI's Life, accident and health Reserves
   
(4,250
)
   
(8,649
)
(7c
)
Adjustment to eliminate UTAIC/CGIC 's historical policy acquisition costs following the write-off of the deferred policy acquisition costs asset
   
(5,031
)
   
(7,475
)
   
Total adjustments to expenses
   
(9,281
)
   
(16,124
)
(7d
)
Adjustment to reflect the income tax impact on the unaudited pro forma adjustments using the U.S. statutory tax rate of 35%
   
(2,168
   
(3,482
   
Total adjustments to net income
   
4,025
     
6,466
 
 
Page 13 of 15

8. Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments related to Schuff and GMSL

2014 Adjustments of Schuff and GMSL

Schuff Purchase Pro Forma Adjustments

Pro forma adjustments are made to reflect the adjustment to depreciation expense resulting from the increase in net book value of property and equipment, the amortization expense related to the intangible assets and the adjustment to net income (loss) for the noncontrolling interest.

The specific pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

(dollars in thousands)
 
Increase (decrease)
for the year ended
December 31, 2014
 
Expenses:
     
(8a
)
Adjustment for depreciation expense resulting from adjustment of net book value to fair value of Schuff's property and equipment arising from the Schuff acquisition
   
1,019
 
(8b
)
Adjustment to depreciation expense resulting from adjustment of net book value to fair value of Schuff’s property and equipment and the amortization of intangible assets arising from the Schuff Acquisition.
   
174
 
   
Total adjustments to expenses
   
(1,193
)
(8c
)
Noncontrolling interest income percentage from 30% to 9% of net income (loss) not attributable to HC2’s ownership of Schuff.
   
(1,372
)
   
Total adjustments to net income
   
179
 

GMSL Pro forma Adjustments

Pro forma adjustments are made to reflect the adjustment to depreciation expense resulting from the increase in net book value of property and equipment, the amortization expense related to the intangible assets, the adjustment to deferred revenue on installation and maintenance agreements and the adjustment to net income (loss) for the noncontrolling interest.

The specific pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:
 
(dollars in thousands)
 
Increase (decrease)
for the year ended
December 31, 2014
 
Revenues:
     
(8d
)
Adjustment to installation and maintenance revenue.
   
(159
)
   
Total adjustments to revenues
   
(159
)
Expenses:
         
(8e
)
Depreciation expense resulting from adjustment of net book value to fair value of Bridgehouse Marine’s property and equipment and the amortization of intangible assets arising from the acquisition of Bridgehouse Marine.
   
3,470
 
   
Total adjustments to expenses
   
3,470
 
(8f
)
Noncontrolling interest income adjustment for the approximate 3% of net income (loss) not attributable to HC2’s ownership
   
497
 
   
Total adjustments to net income
   
(4,126
)

 
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2014 Acquisition Other Pro forma Adjustments

Pro forma adjustments are made to reflect the increase in interest expense. The Company entered into a note purchase agreement with respect to senior secured notes in the amount of $250 million on November 22, 2014.


(dollars in thousands)
 
Increase (decrease)
for the year ended
December 31, 2014
 
Expenses:
     
(8g
)
The increase in interest expense as a result of $250 million principal amount notes issued at 11% per annum.
   
24,444
 
   
Total adjustments to expenses
   
24,444
 
Other:
         
(8h
)
Preferred stock and dividend accretion adjustment
   
1,246
 

9. Earnings per Share
 
The pro forma basic and diluted net loss per common share reflects the assumed issuance of 867 thousand shares assuming a 30 day volume weighted average price of 7.0533 of HC2’s common stock to the Sellers in connection with the purchase of the Insurance Companies. However, the actual number of shares to be issued in connection with the issuance of the Insurance Companies has not been finalized and will be determined only immediately prior to the purchase of the Insurance Companies. The pro forma basic and diluted net loss per common share is based on the weighted average number of common shares of HC2’s common stock outstanding during the period. The diluted weighted average number of common shares excludes outstanding stock options, restricted stock units, warrants and convertible preferred stock as a result of the results of operations being loss from continuing operations.

 
Page 15 of 15