National Western Life Group, Inc. - Quarter Report: 2017 March (Form 10-Q)



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

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017



o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-55522

NATIONAL WESTERN LIFE GROUP, INC.
(Exact name of Registrant as specified in its charter)



DELAWARE	47-3339380
(State of Incorporation)	(I.R.S. Employer Identification Number)

850 EAST ANDERSON LANE
AUSTIN, TEXAS 78752-1602	(512) 836-1010
(Address of Principal Executive Offices)	(Telephone Number)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). : Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of "accelerated filer." "large accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 8, 2017, the number of shares of Registrant's common stock outstanding was: Class A – 3,436,166 and Class B - 200,000.



TABLE OF CONTENTS
	Page

Part I. Financial Information:	3

Item 1. Financial Statements	3

Condensed Consolidated Balance Sheets March 31, 2017 (Unaudited) and December 31, 2016	3

Condensed Consolidated Statements of Earnings For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	5

Condensed Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	6

Condensed Consolidated Statements of Changes in Stockholders' Equity For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	7

Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2017 and 2016 (Unaudited)	9

Notes to Condensed Consolidated Financial Statements (Unaudited)	11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3. Quantitative and Qualitative Disclosures About Market Risk	75

Item 4. Controls and Procedures	75

Part II. Other Information:	75

Item1. Legal Proceedings	75

Item1A. Risk Factors	76

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	76

Item 4. Removed and Reserved	76

Item 6. Exhibits	76

Signatures	77

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATIONAL WESTERN LIFE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	(Unaudited)
ASSETS	March 31, 2017		December 31, 2016

Investments:
Securities held to maturity, at amortized cost (fair value: $7,472,191 and $7,337,611)	$	7,277,434	7,159,259
Securities available for sale, at fair value (cost: $2,958,084 and $2,991,042)	3,040,056		3,060,363
Mortgage loans, net of allowance for possible losses ($650 and $650)	163,880		174,534
Policy loans	57,769		58,699
Derivatives, index options	149,848		120,644
Other long-term investments	53,815		53,954

Total investments	10,742,802		10,627,453

Cash and cash equivalents	87,486		51,247
Deferred policy acquisition costs	821,649		835,194
Deferred sales inducements	144,416		147,111
Accrued investment income	101,982		99,245
Federal income tax receivable	—		—
Other assets	134,421		134,731

Total assets	$	12,032,756	11,894,981

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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NATIONAL WESTERN LIFE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)



	(Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY	March 31, 2017		December 31, 2016

LIABILITIES:

Future policy benefits:
Universal life and annuity contracts	$	9,774,531	9,722,313
Traditional life reserves	136,316		136,782
Other policyholder liabilities	152,675		143,391
Deferred Federal income tax liability	56,049		64,990
Federal income tax payable	18,293		789
Other liabilities	145,666		104,888

Total liabilities	10,283,530		10,173,153

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS’ EQUITY:

Common stock:
Class A - $.01 par value; 7,500,000 shares authorized; 3,436,166 issued and outstanding in 2017 and 2016	34		34
Class B - $.01 par value; 200,000 shares authorized, issued, and outstanding in 2017 and 2016	2		2
Additional paid-in capital	41,716		41,716
Accumulated other comprehensive income	14,412		10,552
Retained earnings	1,693,062		1,669,524

Total stockholders’ equity	1,749,226		1,721,828

Total liabilities and stockholders' equity	$	12,032,756	11,894,981

Note: The Condensed Consolidated Balance Sheet at December 31, 2016 has been derived from the audited Consolidated Financial Statements as of that date.

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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NATIONAL WESTERN LIFE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

(In thousands, except per share amounts)



	2017			2016

Premiums and other revenues:
Universal life and annuity contract charges	$	41,364		42,010
Traditional life premiums	4,221			4,173
Net investment income	171,742			95,500
Other revenues	4,505			4,878
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) gains (losses)	20			26
Portion of OTTI (gains) losses recognized in other comprehensive income	(20		)	(26		)
Net OTTI losses recognized in earnings	—			—
Other net investment gains (losses)	2,585			2,381
Total net realized investment gains (losses)	2,585			2,381

Total revenues	224,417			148,942

Benefits and expenses:
Life and other policy benefits	19,757			15,601
Amortization of deferred policy acquisition costs	34,212			35,220
Universal life and annuity contract interest	109,893			49,017
Other operating expenses	25,092			23,307

Total benefits and expenses	188,954			123,145

Earnings before Federal income taxes	35,463			25,797

Federal income taxes	11,925			8,538

Net earnings	$	23,538		17,259

Basic earnings per share:
Class A	$	6.66		$	4.88
Class B	$	3.33		$	2.44

Diluted earnings per share:
Class A	$	6.65		$	4.88
Class B	$	3.33		$	2.44

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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NATIONAL WESTERN LIFE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

(In thousands)



	2017			2016

Net earnings	$	23,538		17,259

Other comprehensive income (loss), net of effects of deferred costs and taxes:
Unrealized gains (losses) on securities:
Net unrealized holding gains (losses) arising during period	5,479			24,646
Net unrealized liquidity gains (losses)	43			9
Reclassification adjustment for net amounts included in net earnings	(690		)	(460	)

Net unrealized gains (losses) on securities	4,832			24,195

Foreign currency translation adjustments	(85		)	99

Benefit plans:
Amortization of net prior service cost and net gain (loss)	(887		)	(283	)

Other comprehensive income (loss)	3,860			24,011

Comprehensive income (loss)	$	27,398		41,270

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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NATIONAL WESTERN LIFE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the Three Months Ended March 31, 2017 and 2016 (Unaudited) (In thousands)

	2017			2016

Common stock:
Balance at beginning of period	$	36		36
Shares exercised under stock option plan	—			—

Balance at end of period	36			36

Additional paid-in capital:
Balance at beginning of period	41,716			41,716
Shares exercised under stock option plan	—			—

Balance at end of period	41,716			41,716

Accumulated other comprehensive income:
Unrealized gains on non-impaired securities:
Balance at beginning of period	22,813			12,347
Change in unrealized gains (losses) during period, net of tax	4,789			24,186

Balance at end of period	27,602			36,533

Unrealized losses on impaired held to maturity securities:
Balance at beginning of period	(203		)	(240	)
Amortization	85			17
Other-than-temporary impairments, non-credit, net of tax	—			—
Additional credit loss on previously impaired securities	—			—
Change in shadow deferred policy acquisition costs	(42		)	(8	)

Balance at end of period	(160		)	(231	)

Unrealized losses on impaired available for sale securities:
Balance at beginning of period	(1		)	(1	)
Other-than-temporary impairments, non-credit, net of tax	—			—
Change in shadow deferred policy acquisition costs	—			—
Recoveries, net of tax	—			—

Balance at end of period	(1		)	(1	)

	Continued on Next Page

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NATIONAL WESTERN LIFE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(continued) For the Three Months Ended March 31, 2017 and 2016 (Unaudited) (In thousands)

	2017			2016

Foreign currency translation adjustments:
Balance at beginning of period	2,661			2,825
Change in translation adjustments during period	(85		)	99

Balance at end of period	2,576			2,924

Benefit plan liability adjustment:
Balance at beginning of period	(14,718		)	(14,602		)
Amortization of net prior service cost and net loss, net of tax	(887		)	(283		)

Balance at end of period	(15,605		)	(14,885		)

Accumulated other comprehensive income at end of period	14,412			24,340

Retained earnings:
Balance at beginning of period	1,669,524			1,569,905
Net earnings	23,538			17,259
Stockholder dividends	—			—

Balance at end of period	1,693,062			1,587,164

Total stockholders' equity	$	1,749,226		$	1,653,256

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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NATIONAL WESTERN LIFE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2017 and 2016 (Unaudited) (In thousands)

	2017			2016

Cash flows from operating activities:
Net earnings	$	23,538		17,259
Adjustments to reconcile net earnings to net cash from operating activities:
Universal life and annuity contract interest	109,893			49,017
Surrender charges and other policy revenues	(12,268		)	(5,796	)
Realized (gains) losses on investments	(2,585		)	(2,381	)
Accretion/amortization of discounts and premiums, investments	116			(23	)
Depreciation and amortization	2,474			1,985
(Increase) decrease in value of derivatives	(61,206		)	12,901
(Increase) decrease in deferred policy acquisition and sales inducement costs	11,003			11,095
(Increase) decrease in accrued investment income	(2,737		)	(2,421	)
(Increase) decrease in other assets	(2,390		)	188
Increase (decrease) in liabilities for future policy benefits	4,171			629
Increase (decrease) in other policyholder liabilities	9,284			(1,063	)
Increase (decrease) in Federal income taxes liability	17,504			10,001
Increase (decrease) in deferred Federal income tax	(11,019		)	8,536
Increase (decrease) in other liabilities	6,654			3,380

Net cash provided by operating activities	92,432			103,307

Cash flows from investing activities:
Proceeds from sales of:
Securities held to maturity	—			—
Securities available for sale	22,184			7,693
Other investments	—			1,803
Proceeds from maturities and redemptions of:
Securities held to maturity	120,507			54,386
Securities available for sale	70,603			72,477
Derivatives, index options	48,856			2,090
Property and equipment	10			—
Purchases of:
Securities held to maturity	(217,275		)	(75,192	)
Securities available for sale	(44,817		)	(49,370	)
Derivatives, index options	(17,649		)	(19,332	)
Other investments	—			(21,517	)
Property and equipment	(44		)	—
Net change in short-term investments	—			—

	Continued on Next Page

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NATIONAL WESTERN LIFE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) For the Three Months Ended March 31, 2017 and 2016 (Unaudited) (In thousands)

	2017			2016


Principal payments on mortgage loans	18,999			13,354
Cost of mortgage loans acquired	(8,323		)	(15,542		)
Decrease (increase) in policy loans	930			1,469

Net cash used in investing activities	(6,019		)	(27,681		)

Cash flows from financing activities:
Deposits to account balances for universal life and annuity contracts	181,856			194,091
Return of account balances on universal life and annuity contracts	(231,899		)	(234,307		)

Net cash provided by (used in) financing activities	(50,043		)	(40,216		)

Effect of foreign exchange	(131		)	154

Net increase (decrease) in cash and cash equivalents	36,239			35,564
Cash and cash equivalents at beginning of period	51,247			106,007

Cash and cash equivalents at end of period	$	87,486		$	141,571

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid (received) during the period for:
Interest	$	10		13
Income taxes	$	5,440		(10,000		)

Noncash operating activities:
Deferral of sales inducements	$	(1,515	)	(2,397		)

See accompanying notes to Condensed Consolidated Financial Statements (unaudited).

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(1)	CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position of National Western Life Group, Inc. ("NWLGI") and its wholly owned subsidiaries (“Company”) as of March 31, 2017, and the results of its operations and its cash flows for the for the three months ended March 31, 2017 and 2016. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. It is recommended that these Condensed Consolidated Financial Statements be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 which are accessible free of charge through the Company's internet site at www.nwlgi.com or the Securities and Exchange Commission internet site at www.sec.gov. The Condensed Consolidated Balance Sheet at December 31, 2016 has been derived from the audited consolidated financial statements as of that date.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of NWLGI and its wholly owned subsidiaries: National Western Life Insurance Company ("NWLIC", "National Western", or the "company"), Regent Care San Marcos Holdings, LLC, NWL Investments, Inc., and NWL Services, Inc. National Western's wholly owned subsidiaries include The Westcap Corporation, NWL Financial, Inc., NWLSM, Inc., and Braker P III, LLC. All significant intercorporate transactions and accounts have been eliminated in consolidation.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates in the accompanying Condensed Consolidated Financial Statements include (1) liabilities for future policy benefits, (2) valuation of derivative instruments, (3) recoverability and amortization of deferred policy acquisition costs, (4) valuation allowances for deferred tax assets, (5) other-than-temporary impairment losses on debt securities, (6) commitments and contingencies, and (7) valuation allowances for mortgage loans and real estate.

The table below shows the unrealized gains and losses on available-for-sale securities that were reclassified out of accumulated other comprehensive income for the three months ended March 31, 2017 and 2016.



Affected Line Item in the Statements of Earnings	Amount Reclassified From Accumulated Other Comprehensive Income
	Three Months Ended March 31,
	2017		2016
	(In thousands)

Other net investment gains (losses)	$	1,061	708
Net OTTI losses recognized in earnings	—		—
Earnings before Federal income taxes	1,061		708
Federal income taxes	371		248

Net earnings	$	690	460

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(2)	NEW ACCOUNTING PRONOUNCEMENTS

In January 2016, the FASB released accounting standards update 2016-01, Recognition and Measurement of Financial Assets and Liabilities. The main provisions of the update are to eliminate the available for sale classification of accounting for equity securities and to adjust the fair value disclosures for financial instruments carried at amortized costs such that the disclosed fair values represent an exit price as opposed to an entry price. The provisions of this update will require that equity securities be carried at fair market value on the balance sheet and any periodic changes in value will be adjustments to the income statement. The provisions of this update become effective for interim and annual periods beginning after December 15, 2017. The Company does not expect the requirements of this update to have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2016, the FASB released accounting standards update 2016-13, Financial Instruments-Credit Losses, which revises the credit loss recognition criteria for certain financial assets measured at amortized cost. The new guidance replaces the existing incurred loss recognition model with an expected loss recognition model. The objective of the expected credit loss model is for the reporting entity to recognize its estimate of expected credit losses for affected financial assets in a valuation allowance deducted from the amortized cost basis of the related financial assets that results in presenting the net carrying value of the financial assets at the amount expected to be collected. The guidance is effective for interim and annual periods beginning after December 15, 2019, and for most affected instruments must be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to beginning retained income. Adoption of the guidance is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2017, the FASB released accounting standards update 2017-07, Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. This guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Adoption of this guidance is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2017, the FASB issued accounting standards update 2017-08, Receivables - Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities, which amends the amortization period for certain purchased callable debt securities held at a premium. The amortization period for premiums is being shortened to the earliest call date. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently evaluating this guidance.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.


(3)	STOCKHOLDERS' EQUITY

NWLIC is restricted by state insurance laws as to dividend amounts which may be paid to stockholders without prior approval from the Colorado Division of Insurance. The restrictions are based on the lesser of statutory earnings from operations, excluding capital gains, from the prior calendar year or 10% of statutory surplus of the company as of previous calendar year-end. The maximum dividend payment which may be made without prior approval in 2017 is $86.0 million. As the sole owner of NWLIC, all dividends declared by National Western are payable entirely to NWLGI and are eliminated in consolidation. National Western did not declare or pay cash dividends on its common shares during the three months ended March 31, 2017 and 2016.

NWLGI did not declare or pay cash dividends on its common shares during the three months ended March 31, 2017 and 2016.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(4)	EARNINGS PER SHARE

Basic earnings per share of common stock are computed by dividing net income by the weighted-average basic common shares outstanding during the period. Diluted earnings per share assumes the issuance of common shares applicable to stock options in the denominator. Net income for the periods shown is allocated between Class A shares and Class B shares based upon (1) the proportionate number of shares issued and outstanding as of the end of the period, and (2) the per share dividend rights of the two classes under the Company's Restated Certificate of Incorporation (the Class B dividend per share is equal to one-half the Class A dividend per share).



	Three Months Ended March 31,
	2017			2016
	Class A		Class B	Class A	Class B
	(In thousands except per share amounts)

Numerator for Basic and Diluted Earnings Per Share:
Net income	$	23,538		17,259
Dividends - Class A shares	—			—
Dividends - Class B shares	—			—

Undistributed income	$	23,538		17,259

Allocation of net income:
Dividends	$	—	—	—	—
Allocation of undistributed income	22,872		666	16,771	488

Net income	$	22,872	666	16,771	488

Denominator:
Basic earnings per share - weighted-average shares	3,436		200	3,436	200
Effect of dilutive stock options	4		—	1	—

Diluted earnings per share - adjusted weighted-average shares for assumed conversions	3,440		200	3,437	200

Basic Earnings Per Share	$	6.66	3.33	4.88	2.44

Diluted Earnings Per Share	$	6.65	3.33	4.88	2.44

Stock options that were outstanding during the three months ended March 31, 2017 and 2016, but were not included in the computation of diluted earnings per share because the effect was anti-dilutive, were approximately 0 and 20,800, respectively.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(5)	PENSION AND OTHER POSTRETIREMENT PLANS


(A)	Defined Benefit Pension Plans

National Western sponsors a qualified defined benefit pension plan covering employees enrolled prior to 2008. The plan provides benefits based on the participants' years of service and compensation. The Company makes annual contributions to the plan that complies with the minimum funding provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). On October 19, 2007, National Western's Board of Directors approved an amendment to freeze the pension plan as of December 31, 2007. The freeze ceased future benefit accruals to all participants and closed the plan to any new participants. In addition, all participants became immediately 100% vested in their accrued benefits as of that date. Fair values of plan assets and liabilities are measured as of the prior December 31 for each respective year. The following table summarizes the components of net periodic benefit cost.



	Three Months Ended
	March 31,
	2017			2016
	(In thousands)

Service cost	$	27		26
Interest cost	239			250
Expected return on plan assets	(307		)	(304	)
Amortization of prior service cost	—			—
Amortization of net loss	159			193

Net periodic benefit cost	$	118		165

The service cost shown above for each period represents plan expenses expected to be paid out of plan assets. Under the clarified rules of the Pension Protection Act, plan expenses paid from plan assets are to be included in the plan's service cost component.

The Company's minimum required contribution for the 2017 plan year is $0.2 million. There was no remaining contribution payable for the 2016 plan year as of March 31, 2017. As of March 31, 2017, the Company had contributed a total of $0.0 million to the plan for the 2017 plan year.

National Western also sponsors a nonqualified defined benefit plan primarily for senior officers. The plan provides benefits based on the participants' years of service and compensation. The pension obligations and administrative responsibilities of the plan are maintained by a pension administration firm, which is a subsidiary of American National Insurance Company ("ANICO"). ANICO has guaranteed the payment of pension obligations under the plan. However, the Company has a contingent liability with respect to the plan should these entities be unable to meet their obligations under the existing agreements. Also, the Company has a contingent liability with respect to the plan in the event that a plan participant continues employment with National Western beyond age seventy, the aggregate average annual participant salary increases exceed 10% per year, or any additional employees become eligible to participate in the plan. If any of these conditions are met, the Company would be responsible for any additional pension obligations resulting from these items. Amendments were made to the plan to allow an additional employee to participate and to change the benefit formula for the then Chairman of the Company. As previously mentioned, these additional obligations are a liability to the Company. Effective December 31, 2004, this plan was frozen with respect to the continued accrual of benefits of the then Chairman and the then President of the Company in order to comply with law changes under the American Jobs Creation Act of 2004 ("Act").

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Effective July 1, 2005, National Western established a second non-qualified defined benefit plan for the benefit of the then Chairman of the company. This plan is intended to provide for post-2004 benefit accruals that mirror and supplement the pre-2005 benefit accruals under the previously discussed non-qualified plan, while complying with the requirements of the Act.

Effective November 1, 2005, National Western established a third non-qualified defined benefit plan for the benefit of the then President of the company. This plan is intended to provide for post-2004 benefit accruals that supplement the pre-2005 benefit accruals under the first non-qualified plan as previously discussed, while complying with the requirements of the Act.

The following table summarizes the components of net periodic benefit costs for the nonqualified defined benefit plans.



	Three Months Ended
	March 31,
	2017		2016
	(In thousands)

Service cost	$	204	109
Interest cost	347		265
Amortization of prior service cost	15		15
Amortization of net loss	818		501

Net periodic benefit cost	$	1,384	890

The Company expects to contribute $2.0 million to these plans in 2017. As of March 31, 2017, the Company has contributed $0.4 million to the plans.


(B)	Defined Benefit Postretirement Healthcare Plans

National Western sponsors two healthcare plans to provide postretirement benefits to certain fully-vested individuals. The following table summarizes the components of net periodic benefit costs.



	Three Months Ended
	March 31,
	2017		2016
	(In thousands)

Interest cost	$	30	30
Amortization of prior service cost	26		26
Amortization of net loss	—		—

Net periodic benefit cost	$	56	56

The Company expects to contribute minimal amounts to the plan in 2017.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(6)	SEGMENT AND OTHER OPERATING INFORMATION

The Company defines its reportable operating segments as domestic life insurance, international life insurance, and annuities. These segments are organized based on product types and geographic marketing areas. A summary of segment information as of March 31, 2017 and December 31, 2016 for the Condensed Consolidated Balance Sheet items and for the three months ended March 31, 2017 and March 31, 2016 for the Condensed Consolidated Statement of Earnings is provided below.



Selected Segment Information:
	Domestic Life Insurance			International Life Insurance	Annuities	All Others	Totals
					(In thousands)

March 31, 2017
Condensed Consolidated Balance Sheet Items:
Deferred policy acquisition costs and sales inducements	$	90,825		236,881	638,359	—	966,065
Total segment assets	1,004,342			1,231,013	9,297,074	300,531	11,832,960
Future policy benefits	852,804			913,906	8,144,137	—	9,910,847
Other policyholder liabilities	14,587			12,506	125,582	—	152,675

Three Months Ended
March 31, 2017
Condensed Consolidated Statement of Earnings:
Premiums and contract revenues	$	8,849		31,500	5,236	—	45,585
Net investment income	19,590			18,619	126,434	7,099	171,742
Other revenues	13			26	26	4,440	4,505

Total revenues	28,452			50,145	131,696	11,539	221,832

Life and other policy benefits	4,919			6,285	8,553	—	19,757
Amortization of deferred policy acquisition costs	2,789			7,406	24,017	—	34,212
Universal life and annuity contract interest	16,247			16,382	77,264	—	109,893
Other operating expenses	4,732			5,978	10,060	4,322	25,092
Federal income taxes (benefit)	(79		)	4,724	3,956	2,419	11,020

Total expenses	28,608			40,775	123,850	6,741	199,974

Segment earnings (loss)	$	(156	)	9,370	7,846	4,798	21,858

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Selected Segment Information:
	Domestic Life Insurance		International Life Insurance	Annuities		All Others	Totals
				(In thousands)

December 31, 2016
Condensed Consolidated Balance Sheet Items:
Deferred policy acquisition costs and sales inducements	$	90,485	243,106	648,714		—	982,305
Total segment assets	971,990		1,232,648	9,193,980		298,481	11,697,099
Future policy benefits	830,460		919,380	8,109,255		—	9,859,095
Other policyholder liabilities	13,998		10,528	118,865		—	143,391

Three Months Ended
March 31, 2016
Condensed Consolidated Statement of Earnings:
Premiums and contract revenues	$	7,659	32,788	5,736		—	46,183
Net investment income	6,133		6,847	77,639		4,881	95,500
Other revenues	24		36	60		4,758	4,878

Total revenues	13,816		39,671	83,435		9,639	146,561

Life and other policy benefits	3,621		5,168	6,812		—	15,601
Amortization of deferred acquisition costs	2,011		5,105	28,104		—	35,220
Universal life and annuity contract interest	3,843		5,683	39,491		—	49,017
Other operating expenses	3,575		5,526	9,590		4,616	23,307
Federal income taxes (benefit)	252		5,984	(185	)	1,653	7,704

Total expenses	13,302		27,466	83,812		6,269	130,849

Segment earnings (loss)	$	514	12,205	(377	)	3,370	15,712

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Reconciliations of segment information to the Company's Condensed Consolidated Financial Statements are provided below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Premiums and Other Revenues:
Premiums and contract revenues	$	45,585	46,183
Net investment income	171,742		95,500
Other revenues	4,505		4,878
Realized gains (losses) on investments	2,585		2,381

Total condensed consolidated premiums and other revenues	$	224,417	148,942



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Federal Income Taxes:
Total segment Federal income taxes	$	11,020	7,704
Taxes on realized gains (losses) on investments	905		834

Total condensed consolidated Federal income taxes	$	11,925	8,538



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Net Earnings:
Total segment earnings	$	21,858	15,712
Realized gains (losses) on investments, net of taxes	1,680		1,547

Total condensed consolidated net earnings	$	23,538	17,259

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	March 31,		December 31,
	2017		2016
	(In thousands)

Assets:
Total segment assets	$	11,832,960	11,697,099
Other unallocated assets	199,796		197,882

Total condensed consolidated assets	$	12,032,756	11,894,981


(7)	SHARE-BASED PAYMENTS

The Company had a stock and incentive plan ("1995 Plan") which provided for the grant of any or all of the following types of awards to eligible employees: (1) stock options, including incentive stock options and nonqualified stock options; (2) stock appreciation rights, in tandem with stock options or freestanding; (3) restricted stock or restricted stock units; and, (4) performance awards. The 1995 Plan began on April 21, 1995, and was amended on June 25, 2004 to extend the termination date to April 20, 2010. The number of shares of Class A, $1.00 par value, common stock which were allowed to be issued under the 1995 Plan, or as to which stock appreciation rights ("SARs") or other awards were allowed to be granted, could not exceed 300,000. Effective June 20, 2008, the Company's shareholders approved a 2008 Incentive Plan (“2008 Plan”). The 2008 Plan is substantially similar to the 1995 Plan and authorized an additional number of Class A, $0.01 par value, common stock shares eligible for issue not to exceed 300,000. These plans were assumed by NWLGI from National Western pursuant to the terms of the holding company reorganization in 2015. On June 15, 2016, stockholders of NWLGI approved the Incentive Plan, which is a stock and incentive plan essentially similar to the 2008 Plan. The Incentive Plan includes additional provisions, most notably regarding the definition of performance objectives which could be used in the issuance of the fourth type of award noted above (performance awards).

All of the employees of the Company and its subsidiaries are eligible to participate in the current Incentive Plan. In addition, directors of the Company are eligible to receive the same types of awards as employees except that they are not eligible to receive incentive stock options. Company directors, including members of the Compensation and Stock Option Committee, are eligible for nondiscretionary stock options. Employee grants vest 20% annually following three years of service following the grant date. Directors' grants vest 20% annually following one year of service from the date of grant.

Effective during March 2006, the Company adopted and implemented a limited stock buy-back program with respect to the 1995 Plan which provides option holders the additional alternative of selling shares acquired through the exercise of options directly back to the Company. Option holders may elect to sell such acquired shares back to the Company at any time within ninety (90) days after the exercise of options at the prevailing market price as of the date of notice of election. The buy-back program did not alter the terms and conditions of the 1995 Plan; however, the program necessitated a change in accounting from the equity classification to the liability classification. In August 2008, the Company implemented another limited stock buy-back program, substantially similar to the 2006 program, for shares issued under the 2008 Plan. These plans were assumed as well by NWLGI from National Western pursuant to the terms of the holding company reorganization.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

While not previously utilized, the Incentive Plan allows for certain other share or unit awards which are solely paid out in cash based on the value of the Company's shares, or changes therein, as well as the financial performance of the Company under pre-determined target performance metrics. Certain awards, such as restricted stock units (RSUs) provide solely for cash settlement based upon the market price of the Company's Class A commons shares, often referred to as "phantom stock-based awards". Unlike share-settled awards, which have a fixed grant-date fair value, the fair value of unsettled or unvested liability awards is remeasured at the end of each reporting period based on the change in fair value of a share. The liability and corresponding expense are adjusted accordingly until the award is settled. Other awards may involve performance share units (PSUs) which are units granted at a specified dollar amount per unit, typically linked to the Company's Class A common share price, that are subsequently multiplied by an attained performance factor to derive the number of PSUs to be paid as cash compensation at the vesting date. Both the PSUs and RSUs vest three years from the date of grant. The RSUs are payable in cash at the vesting date equal to the closing price of the Company's Class A common share at that time. For PSUs, the performance period begins the first day of the calendar year, in this case January 1, 2016, and runs three years. At that time, the three-year performance outcome will be measured against the pre-defined target amounts to determine the number of PSUs earned as compensation.

During the quarter ended March 31, 2017, the Company granted RSUs to directors of NWLGI based upon the closing market price per Class A common share at the time of the grant of $311.16. No RSUs were granted to directors of NWLGI during the first quarter of 2016. Unlike RSUs granted to officers, the RSUs granted to directors vest one year from the date of grant, and are payable in cash at the vesting date equal to the closing price of the Company's Class A common share at that time.

The following table shows all grants issued to officers and directors for the three months ended March 31, 2017 and 2016. These grants were made based upon closing market price per Class A common share at the grant date of $311.16 and $216.48 in the first quarter of 2017 and 2016, respectively.



	March 31, 2017		March 31, 2016
	Officer	Director	Officer	Director

SARs	11,512	—	14,643	—
RSUs	2,674	1,660	3,661	—
PSUs	4,425	—	5,727	—

The Company uses the current fair value method to measure compensation cost for awards granted under the share-based plans. As of March 31, 2017 and 2016, the liability balance was $12.7 million and $6.2 million, respectively. A summary of shares available for grant and related activity is detailed below.



		Options Outstanding
	Shares Available For Grant	Shares		Weighted- Average Exercise Price

Stock Options:
Balance at January 1, 2017	291,000	19,268		$	240.47
Exercised	—	(100	)	$	255.13
Forfeited	—	—		$	—
Expired	—	—		$	—
Stock options granted	—	—		$	—

Balance at March 31, 2017	291,000	19,168		$	240.39

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Liability Awards
	SAR		RSU	PSU

Balance at January 1, 2017	77,178		6,029	5,426
Exercised	(722	)	—	—
Forfeited	—		—	—
Granted	11,512		4,334	4,425

Balance at March 31, 2017	87,968		10,363	9,851

Stock options and SARs shown as forfeited in the above tables represent vested and unvested awards not exercised by plan participants prior to their termination from the Company. Forfeited stock options, if any, are not shown as being added back to the "Shares Available For Grant" balance as they were awarded under the 1995 Plan which was terminated during calendar year 2010.

The total intrinsic value of stock options and SARs exercised was $0.1 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. The total share-based liabilities paid for the exercised stock options and SARs were $0.0 million and $0.0 million for the three months ended March 31, 2017 and 2016, respectively. The total fair value of stock options and SARs vested during the three months ended March 31, 2017 and 2016 was $0.5 million and $0.6 million, respectively. For the three months ended March 31, 2017 and 2016, the total cash received from the exercise of stock options under the Plans was $0.0 million and $0.0 million, respectively.

The following table summarizes information about stock options and SARs outstanding at March 31, 2017.



	Options/SARs Outstanding
	Number Outstanding		Weighted- Average Remaining Contractual Life	Number Exercisable

Exercise prices:
255.13 (options)	13,168		1.0 year	13,168
208.05 (options)	6,000		1.2 years	6,000
114.64 (SARs)	12,000		1.9 years	12,000
132.56 (SARs)	21,968		4.7 years	13,962
210.22 (SARs)	28,900		6.7 years	6,900
216.48 (SARs)	13,588		8.9 years	4,360
311.16 (SARs)	11,512		9.9 years	—

Totals	107,136			56,390

Aggregate intrinsic value (in thousands)	$	11,172		$	6,923

The aggregate intrinsic value in the table above is based on the closing stock price of $304.16 per share on March 31, 2017.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In estimating the fair value of the share based awards outstanding at March 31, 2017 and December 31, 2016, the Company employed the Black-Scholes option pricing model with assumptions detailed below.



	March 31, 2017		December 31, 2016

Expected term of options	1.0 to 9.9 years		1.3 to 9.1 years
Expected volatility weighted-average	23.52	%	23.83	%
Expected dividend yield	0.12	%	0.12	%
Risk-free rate weighted-average	2.07	%	1.03	%

The Company reviewed the contractual term relative to the options as well as perceived future behavior patterns of exercise. Volatility is based on the Company’s historical volatility over the expected term of the option’s expected exercise date.

The pre-tax compensation cost (benefit) recognized in the financial statements related to the two plans defined above was $0.8 million and $(1.5) million for the three months ended March 31, 2017 and 2016, respectively. The related tax (expense)/benefit recognized was $(0.3) million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively.

As of March 31, 2017, the total compensation cost related to nonvested share based awards not yet recognized was $6.4 million. This amount is expected to be recognized over a weighted-average period of 1.4 years. The Company recognizes compensation cost over the graded vesting periods.


(8)	COMMITMENTS AND CONTINGENCIES

(A) Legal Proceedings

In the normal course of business, the Company is involved or may become involved in various legal actions in which claims for alleged economic and punitive damages have been or may be asserted, some for substantial amounts. In recent years, carriers offering life insurance and annuity products have faced litigation, including class action lawsuits, alleging improper product design, improper sales practices, and similar claims. Given the uncertainty involved in these types of actions, the ability to make a reliable evaluation of the likelihood of an unfavorable outcome or an estimate of the amount of or range of potential loss is endemic to the particular circumstances and evolving developments of each individual matter on its own merits.

On October 26, 2011 the Brazilian Superintendence of Private Insurance (“SUSEP”) attempted to serve National Western with a subpoena regarding an administrative proceeding initiated by SUSEP in which it alleged that National Western was operating as an insurance company in Brazil without due authorization. National Western had been informed that SUSEP was attempting to impose a penal fine, based on currency exchange rates at that time, of approximately $6.0 billion on the company. SUSEP unsuccessfully attempted to serve National Western with notice regarding this matter. National Western does not transact business in Brazil and has no officers, employees, property, or assets in Brazil. National Western believes that SUSEP has no jurisdiction over the company, that SUSEP's attempts at service of process were invalid, and that any penal fine would be unenforceable. In addition, due to a new law recently enacted in Brazil the penal fine has been limited to 3 million reais (approximately $960,000 based on current exchange rates). For the reasons described above, the Company does not believe that this matter meets the definition of a material pending legal proceeding as such term is defined in Item 103 of Regulation S-K but has included the foregoing description solely due to the purported amount of the fine sought at that time. Despite SUSEP's lack of jurisdiction over National Western and absence of National Western officers, employees, property, or assets in Brazil, SUSEP affirmed its imposition of a penal fine against National Western, but in the reduced amount of 3 million reais (approximately $960,000). In light of the substantial reduction in the proposed penal fine by SUSEP, during the fourth quarter of 2016 National Western paid the penal fine in the reduced amount under protest and thereby retained its rights to seek judicial review in Brazil of the merits of the SUSEP charges. In consideration of these developments, National Western has ceased accepting new applications from residents in Brazil.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

National Western was the named defendant in the case of Damaris Maldonado Vinas, et al. vs. National Western Life Insurance, in which the plaintiffs, after National Western had paid the death benefits to the beneficiary (Francisco Iglesias-Alvarez) upon the annuitant’s (Carlos Iglesias-Alvarez) death, sought to annul two annuity policies issued by National Western at the behest of Carlos Iglesias-Alvarez and which named Francisco Iglesias-Alvarez as their beneficiary. On March 31, 2016, the United States District Court for the District of Puerto Rico (the “Court”) issued its Opinion and Order on the pending Motions for Summary Judgment submitted by the parties, and therein denied National Western’s motion and granted plaintiffs’ motion voiding the two annuities and requesting a refund of the premiums paid ($2.9 million). National Western vigorously defended the case and believes that the Court’s Opinion and Order is contrary to applicable law. As such, National Western filed a Motion for Reconsideration of Opinion and Order and Corresponding Judgment with the Court on April 27, 2016, which the Court denied on May 5, 2016. National Western filed a Notice of Appeal on June 10, 2016, filed its Appeal Brief on September 12, 2016, and oral arguments with the U.S. Court of Appeals for the First Circuit were held on March 9, 2017. We anticipate the Court of Appeals issuing its decision by midyear.

Although there can be no assurances, at the present time, the Company does not anticipate that the ultimate liability arising from such other potential, pending, or threatened legal actions will have a material adverse effect on the financial condition or operating results of the Company.

Separately, the Brazilian authorities have commenced an investigation into possible violations of Brazilian criminal law in connection with the issuance of National Western insurance policies to Brazilian residents, and in assistance of such investigation a Commissioner appointed by the U.S. District Court for the Western District of Texas has issued a subpoena upon the Company to provide information relating to such possible violations. No conclusion can be drawn at this time as to its outcome or how such outcome may impact the Company’s business, results of operations or financial condition. National Western is cooperating with the relevant governmental authorities in regard to this matter.

(B) Financial Instruments

In order to meet the financing needs of its customers in the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments are commitments to extend credit which involve elements of credit and interest rate risk in excess of the amounts recognized in the Condensed Consolidated Balance Sheets.

The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amounts, assuming that the amounts are fully advanced and that collateral or other security is of no value. Commitments to extend credit are legally binding agreements to lend to a customer that generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments do not necessarily represent future liquidity requirements, as some could expire without being drawn upon. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company controls the credit risk of these transactions through credit approvals, limits, and monitoring procedures.

The Company had $9.5 million commitments to fund new loans and $1.0 million commitments on existing loans to extend credit relating to loans at March 31, 2017. The Company evaluates each customer's creditworthiness on a case-by-case basis.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(9)	INVESTMENTS


(A)	Investment Gains and Losses

The table below presents realized investment gains and losses, excluding impairment losses, for the periods indicated.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Available for sale debt securities:
Realized gains on disposal	$	973		677
Realized losses on disposal	—			(6	)
Held to maturity debt securities:
Realized gains on disposal	1,557			489
Realized losses on disposal	(34		)	(106	)
Equity securities realized gains (losses)	89			37
Real estate gains (losses)	—			1,290

Totals	$	2,585		2,381

Disposals in the held to maturity category during the periods shown primarily represent calls initiated by the credit issuer of the debt security. It is the Company's policy to initiate disposals of debt securities in the held to maturity category only in instances in which the credit status of the issuer comes into question and the realization of all or a significant portion of the investment principal of the holding is deemed to be in jeopardy.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company uses the specific identification method in computing realized gains and losses. For the three months ended March 31, 2017 and 2016 the percentage of gains on bonds due to the call of securities was 63% and 36%, respectively. This includes calls out of the Company's available for sale portfolio of debt securities.

The table below presents net impairment losses recognized in earnings for the periods indicated.



	Three Months Ended
	March 31,
	2017			2016
	(In thousands)

Total other-than-temporary impairment gains (losses) on debt securities	$	20		26
Portion of loss (gain) recognized in comprehensive income	(20		)	(26	)

Net impairment losses on debt securities recognized in earnings	—			—
Equity securities impairments	—			—

Totals	$	—		—

The table below presents a roll forward of credit losses on securities for which the Company also recorded non-credit other-than-temporary impairments in other comprehensive loss.



	Three Months Ended March 31, 2017		Year Ended December 31, 2016
	(In thousands)

Beginning balance, cumulative credit losses related to other-than-temporary impairments	$	1,440	2,278
Reductions for securities sold during current period	—		(838	)
Additions for credit losses not previously recognized in other-than-temporary impairments	—		—

Ending balance, cumulative credit losses related to other-than-temporary impairments	$	1,440	1,440

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(B)	Debt and Equity Securities

The table below presents amortized costs and fair values of securities held to maturity at March 31, 2017.



	Securities Held to Maturity
	Amortized Cost		Gross Unrealized Gains	Gross Unrealized Losses		Fair Value
	(In thousands)

Debt securities:
U.S. Treasury	$	1,334	226	—		1,560
States and political subdivisions	451,028		22,515	(2,401	)	471,142
Public utilities	1,100,672		35,064	(2,800	)	1,132,936
Corporate	4,356,635		122,671	(18,466	)	4,460,840
Residential mortgage-backed	1,357,898		41,982	(5,566	)	1,394,314
Home equity	8,446		1,418	—		9,864
Manufactured housing	1,421		114	—		1,535

Totals	$	7,277,434	223,990	(29,233	)	7,472,191

The table below presents amortized costs and fair values of securities available for sale at March 31, 2017.



	Securities Available for Sale
	Amortized Cost		Gross Unrealized Gains	Gross Unrealized Losses		Fair Value
	(In thousands)

Debt securities:
States and political subdivisions	$	579	13	—		592
Foreign governments	9,958		382	—		10,340
Public utilities	118,557		4,770	(2	)	123,325
Corporate	2,780,422		85,485	(15,927	)	2,849,980
Residential mortgage-backed	25,163		2,012	(86	)	27,089
Home equity	8,932		273	—		9,205
Manufactured housing	—		—	—		—
	2,943,611		92,935	(16,015	)	3,020,531

Equity securities	14,473		5,195	(143	)	19,525

Totals	$	2,958,084	98,130	(16,158	)	3,040,056

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The table below presents amortized costs and fair values of securities held to maturity at December 31, 2016.



	Securities Held to Maturity
	Amortized Cost		Gross Unrealized Gains	Gross Unrealized Losses		Fair Value
	(In thousands)

Debt securities:
U.S. Treasury	$	1,333	235	—		1,568
States and political subdivisions	456,069		22,697	(2,841	)	475,925
Public utilities	1,087,176		36,904	(3,133	)	1,120,947
Corporate	4,237,029		116,720	(29,701	)	4,324,048
Residential mortgage-backed	1,367,270		42,345	(6,468	)	1,403,147
Home equity	8,826		1,462	—		10,288
Manufactured housing	1,556		132	—		1,688

Totals	$	7,159,259	220,495	(42,143	)	7,337,611

The table below presents amortized costs and fair values of securities available for sale at December 31, 2016.



	Securities Available for Sale
	Amortized Cost		Gross Unrealized Gains	Gross Unrealized Losses		Fair Value
	(In thousands)

Debt securities:
States and political subdivisions	$	580	—	(6	)	574
Foreign governments	9,956		380	—		10,336
Public utilities	127,181		4,745	(232	)	131,694
Corporate	2,802,852		80,414	(22,603	)	2,860,663
Residential mortgage-backed	27,110		2,137	(91	)	29,156
Home equity	9,341		286	—		9,627
Manufactured housing	—		—	—		—
	2,977,020		87,962	(22,932	)	3,042,050

Equity securities	14,022		4,657	(366	)	18,313

Totals	$	2,991,042	92,619	(23,298	)	3,060,363

The Company does not consider securities to be other-than-temporarily impaired when the market decline is attributable to factors such as interest rate movements, market volatility, liquidity, spread widening and credit quality and when recovery of all amounts due under the contractual terms of the security is anticipated. Based on the review and the Company's ability and intent not to sell these securities until maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2017. The Company will monitor the investment portfolio for future changes in issuer facts and circumstances that could result in future impairments beyond those currently identified.

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NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the three months ended March 31, 2017, the Company recorded no other-than-temporary impairment on debt and equity securities.

Unrealized losses for securities held to maturity and securities available for sale decreased during the first three months of 2017 primarily due to the downward movement in market interest rates during this period (which increases the market price of debt securities).

The following table shows the gross unrealized losses and fair values of the Company's held to maturity investments by investment category and length of time the individual securities have been in a continuous unrealized loss position at March 31, 2017.



	Securities Held to Maturity
	Less than 12 Months				12 Months or Greater			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(In thousands)

Debt securities:
States and political subdivisions	$	65,685	(2,401	)	—	—		65,685	(2,401	)
Public utilities	197,914		(2,800	)	—	—		197,914	(2,800	)
Corporate	902,638		(14,714	)	157,256	(3,752	)	1,059,894	(18,466	)
Residential mortgage-backed	265,455		(5,106	)	8,955	(460	)	274,410	(5,566	)

Total temporarily impaired securities	$	1,431,692	(25,021	)	166,211	(4,212	)	1,597,903	(29,233	)

The following table shows the gross unrealized losses and fair values of the Company's available for sale investments by investment category and length of time the individual securities have been in a continuous unrealized loss position at March 31, 2017.



	Securities Available for Sale
	Less than 12 Months				12 Months or Greater			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(In thousands)

Debt securities:
States and political subdivisions	$	—	—		—	—		—	—
Public utilities	1,009		(2	)	—	—		1,009	(2	)
Corporate	522,235		(12,253	)	96,051	(3,674	)	618,286	(15,927	)
Residential mortgage-backed	—		—		1,189	(86	)	1,189	(86	)
	523,244		(12,255	)	97,240	(3,760	)	620,484	(16,015	)

Equity securities	929		(62	)	466	(81	)	1,395	(143	)

Total temporarily impaired securities	$	524,173	(12,317	)	97,706	(3,841	)	621,879	(16,158	)

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Securities Held to Maturity
	Less than 12 Months				12 Months or Greater			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(In thousands)

Debt securities:
States and political subdivisions	$	80,507	(2,841	)	—	—		80,507	(2,841	)
Public utilities	162,587		(3,133	)	—	—		162,587	(3,133	)
Corporate	1,063,194		(22,867	)	179,113	(6,834	)	1,242,307	(29,701	)
Residential mortgage-backed	274,045		(5,989	)	8,943	(479	)	282,988	(6,468	)

Total temporarily impaired securities	$	1,580,333	(34,830	)	188,056	(7,313	)	1,768,389	(42,143	)

The following table shows the gross unrealized losses and fair values of the Company's available for sale investments by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31, 2016.



	Securities Available for Sale
	Less than 12 Months				12 Months or Greater			Total
	Fair Value		Unrealized Losses		Fair Value	Unrealized Losses		Fair Value	Unrealized Losses
	(In thousands)

Debt securities:
States and political subdivisions	$	574	(6	)	—	—		574	(6	)
Public utilities	10,765		(232	)	—	—		10,765	(232	)
Corporate	680,988		(16,427	)	106,969	(6,176	)	787,957	(22,603	)
Residential mortgage-backed	1,292		(91	)	—	—		1,292	(91	)
	693,619		(16,756	)	106,969	(6,176	)	800,588	(22,932	)

Equity securities	4,154		(305	)	422	(61	)	4,576	(366	)

Total temporarily impaired securities	$	697,773	(17,061	)	107,391	(6,237	)	805,164	(23,298	)

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Debt securities. The gross unrealized losses for debt securities are made up of 269 individual issues, or 20.0% of the total debt securities held by the Company at March 31, 2017. The market value of these bonds as a percent of amortized cost averages 98.0%. Of the 269 securities, 39, or 14.5%, fall in the 12 months or greater aging category; and 263 were rated investment grade at March 31, 2017.

Equity securities. The gross unrealized losses for equity securities are made up of 25 individual issues at March 31, 2017. These holdings are reviewed quarterly for impairment.

The amortized cost and fair value of investments in debt securities at March 31, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	Debt Securities Available for Sale			Debt Securities Held to Maturity
	Amortized Cost		Fair Value	Amortized Cost	Fair Value
	(In thousands)

Due in 1 year or less	$	138,096	140,919	276,185	283,685
Due after 1 year through 5 years	1,072,377		1,132,955	1,871,626	1,980,612
Due after 5 years through 10 years	1,649,351		1,661,234	3,387,266	3,421,730
Due after 10 years	49,692		49,129	374,592	380,451
	2,909,516		2,984,237	5,909,669	6,066,478

Mortgage and asset-backed securities	34,095		36,294	1,367,765	1,405,713

Total	$	2,943,611	3,020,531	7,277,434	7,472,191


(C)	Transfer of Securities

During the three months ended March 31, 2017 the Company made no transfers from the held to maturity category to securities available for sale.

(D) Mortgage Loans and Real Estate

A financing receivable is a contractual right to receive money on demand or on fixed or determinable dates that is recognized as an asset in a company's statement of financial position. Mortgage, equity, participation and mezzanine loans on real estate are considered financing receivables reported by the Company.

Credit and default risk is minimized through strict underwriting guidelines and diversification of underlying property types and geographic locations. In addition to being secured by the property, mortgage loans with leases on the underlying property are often guaranteed by the lease payments and also by the borrower. This approach has proved to result in quality mortgage loans with few defaults. Mortgage loan interest income is recognized on an accrual basis with any premium or discount amortized over the life of the loan. Prepayment and late fees are recorded on the date of collection.

Loans in foreclosure, loans considered impaired or loans past due 90 days or more are placed on a non-accrual status. If a mortgage loan is determined to be on non-accrual status, the mortgage loan does not accrue any revenue into the Condensed Consolidated Statements of Earnings. The loan is independently monitored and evaluated as to potential impairment or foreclosure. If delinquent payments are made and the loan is brought current, then the Company returns the loan to active status and accrues income accordingly. The Company had no mortgage loans past due 90 days or more at March 31, 2017 or 2016 and as a result all interest income was recognized at March 31, 2017 and 2016.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table represents the mortgage loan portfolio by loan-to-value ratio.



	March 31, 2017					December 31, 2016
	Amount			%		Amount			%
	(In thousands)					(In thousands)

Mortgage Loans by Loan-to-Value Ratio (1):
Less than 50%	$	57,933		35.2		$	54,783		31.3
50% to 60%	24,145			14.7		12,946			7.4
60% to 70%	63,533			38.6		76,959			43.9
70% to 80%	6,199			3.8		6,192			3.5
80% to 90%	7,132			4.3		18,688			10.7
Greater than 90%	5,588			3.4		5,616			3.2
Gross balance	164,530			100.0		175,184			100.0

Allowance for possible losses	(650		)	(0.4	)	(650		)	(0.4	)

Totals	$	163,880		99.6		$	174,534		99.6

(1) Loan-to-Value Ratio is determined using the most recent appraised value. Appraisals are required at the time of funding and may be updated if a material change occurs from the original loan agreement.

All mortgage loans are analyzed quarterly in order to monitor the financial quality of these assets. Based on ongoing monitoring, mortgage loans with a likelihood of becoming delinquent are identified and placed on an internal “watch list”. Among the criteria that may indicate a potential problem include: major tenant vacancies or bankruptcies, late payments, and loan relief/restructuring requests. The mortgage loan portfolio is analyzed for the need for a valuation allowance on any loan that is on the internal watch list, in the process of foreclosure or that currently has a valuation allowance.

Mortgage loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When it is determined that a loan is impaired, a loss is recognized for the difference between the carrying amount of the mortgage loan and the estimated value reduced by the cost to sell. Estimated value is typically based on the loan's observable market price or the fair value of the collateral less cost to sell. Impairments and changes in the valuation allowance are reported in net realized investment gains (losses) in the Condensed Consolidated Statements of Earnings.

The following table represents the mortgage loan allowance.



	March 31, 2017		December 31, 2016
	(In thousands)

Balance, beginning of period	$	650	650
Provision	—		—
Releases	—		—

Balance, end of period	$	650	650

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company's direct investments in real estate are not a significant portion of its total investment portfolio and totaled approximately $31.6 million and $31.8 million at March 31, 2017 and December 31, 2016, respectively. The Company recognized operating income on real estate properties of approximately $0.7 million and $0.5 million for the first three months of 2017 and 2016, respectively.


(10)	FAIR VALUES OF FINANCIAL INSTRUMENTS

For financial instruments the FASB provides guidance which defines fair value, establishes a framework for measuring fair value under GAAP, and requires additional disclosures about fair value measurements. In compliance with this GAAP guidance, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three level hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded at fair value on the Condensed Consolidated Balance Sheets are categorized as follows:

Level 1: Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. These generally provide the most reliable evidence and are used to measure fair value whenever available. The Company's Level 1 assets are equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

Level 2: Fair value is based upon significant inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable for substantially the full term of the asset or liability through corroboration with observable market data as of the reporting date. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities, model-derived valuations whose inputs are observable or whose significant value drivers are observable and other observable inputs. The Company’s Level 2 assets include fixed maturity debt securities (corporate and private bonds, government or agency securities, asset-backed and mortgage-backed securities), and preferred stock. Valuations are generally obtained from third party pricing services for identical or comparable assets or determined through use of valuation methodologies using observable market inputs.

Level 3: Fair value is based on significant unobservable inputs which reflect the entity’s or third party pricing service’s assumptions about the assumptions market participants would use in pricing an asset or liability. The Company’s Level 3 assets are over-the-counter derivative contracts and the Company’s Level 3 liabilities consist of share-based compensation obligations and certain product-related embedded derivatives. Valuations are estimated based on non-binding broker prices or internally developed valuation models or methodologies, discounted cash flow models and other similar techniques.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables set forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of the date indicated:



	March 31, 2017
	Total		Level 1	Level 2	Level 3
	(In thousands)

Debt securities, available for sale	$	3,020,531	—	3,020,531	—
Equity securities, available for sale	19,525		19,525	—	—
Derivatives, index options	149,848		—	—	149,848

Total assets	$	3,189,904	19,525	3,020,531	149,848

Policyholder account balances (a)	$	154,288	—	—	154,288
Other liabilities (b)	12,720		—	—	12,720

Total liabilities	$	167,008	—	—	167,008

During the three months ended March 31, 2017, the Company had no transfers into or out of Levels 1, 2 or 3.



	December 31, 2016
	Total		Level 1	Level 2	Level 3
	(In thousands)

Debt securities, available for sale	$	3,042,050	—	3,042,050	—
Equity securities, available for sale	18,313		18,313	—	—
Derivatives, index options	120,644		—	—	120,644

Total assets	$	3,181,007	18,313	3,042,050	120,644

Policyholder account balances (a)	$	122,666	—	—	122,666
Other liabilities (b)	12,027		—	—	12,027

Total liabilities	$	134,693	—	—	134,693

(a) Represents the fair value of certain product-related embedded derivatives that were recorded at fair value.

(b) Represents the liability for share-based compensation.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables present, by pricing source and fair value hierarchy level, the Company’s assets that are measured at fair value on a recurring basis:



	March 31, 2017
	Total			Level 1		Level 2		Level 3
	(In thousands)

Debt securities, available for sale:
Priced by third-party vendors	$	3,020,531		—		3,020,531		—
Priced internally	—			—		—		—
Subtotal	3,020,531			—		3,020,531		—

Equity securities, available for sale:
Priced by third-party vendors	19,525			19,525		—		—
Priced internally	—			—		—		—
Subtotal	19,525			19,525		—		—

Derivatives, index options:
Priced by third-party vendors	149,848			—		—		149,848
Priced internally	—			—		—		—
Subtotal	149,848			—		—		149,848

Total	$	3,189,904		19,525		3,020,531		149,848

Percent of total	100.0		%	0.6	%	94.7	%	4.7	%



	December 31, 2016
	Total			Level 1		Level 2		Level 3
	(In thousands)

Debt securities, available for sale:
Priced by third-party vendors	$	3,042,050		—		3,042,050		—
Priced internally	—			—		—		—
Subtotal	3,042,050			—		3,042,050		—

Equity securities, available for sale:
Priced by third-party vendors	18,313			18,313		—		—
Priced internally	—			—		—		—
Subtotal	18,313			18,313		—		—

Derivatives, index options:
Priced by third-party vendors	120,644			—		—		120,644
Priced internally	—			—		—		—
Subtotal	120,644			—		—		120,644

Total	$	3,181,007		18,313		3,042,050		120,644

Percent of total	100.0		%	0.6	%	95.6	%	3.8	%

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables provide additional information about fair value measurements for which significant unobservable (Level 3) inputs were utilized to determine fair value.



	For the Three Months Ended March 31, 2017
	Debt Securities, Available for Sale		Equity Securities, Available for Sale	Derivatives, Index Options		Total Assets		Other Liabilities
	(In thousands)

Balance at January 1, 2017	$	—	—	120,644		120,644		134,693
Total realized and unrealized gains (losses):
Included in net income	—		—	61,206		61,206		64,174
Purchases, sales, issuances and settlements, net:
Purchases	—		—	16,442		16,442		16,442
Sales	—		—	—		—		—
Issuances	—		—	—		—		230
Settlements	—		—	(48,444	)	(48,444	)	(48,531	)
Transfers into (out of) Level 3	—		—	—		—		—

Balance at end of period	$	—	—	149,848		149,848		167,008

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period:
Net investment income	$	—	—	54,545		54,545		—
Benefits and expenses	—		—	—		—		55,095

Total	$	—	—	54,545		54,545		55,095

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	For the Three Months ended March 31, 2016
	Debt Securities, Available for Sale		Equity Securities, Available for Sale	Derivatives, Index Options		Total Assets		Other Liabilities
	(In thousands)

Balance at January 1, 2016	$	—	—	38,409		38,409		66,028
Total realized and unrealized gains (losses):
Included in net income	—		—	(12,901	)	(12,901	)	(13,423	)
Included in other comprehensive income	—		—	—		—		—
Purchases, sales, issuances and settlements, net:
Purchases	—		—	18,493		18,493		18,493
Sales	—		—	—		—		—
Issuances	—		—	—		—		—
Settlements	—		—	(1,822	)	(1,822	)	(1,628	)
Transfers into (out of) Level 3	—		—	—		—		—

Balance at end of period	$	—	—	42,179		42,179		69,470

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period:
Net investment income	$	—	—	(11,362	)	(11,362	)	—
Benefits and expenses	—		—	—		—		(13,064	)

Total	$	—	—	(11,362	)	(11,362	)	(13,064	)

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the valuation method for financial assets and liabilities categorized as level 3, as well as the unobservable inputs used in the valuation of those financial instruments:



	March 31, 2017
	Fair Value		Valuation Technique	Unobservable Input
	(In thousands)

Derivatives, index options	$	149,848	Broker prices	Implied volatility
				Inputs from broker proprietary models

Total assets	$	149,848

Policyholder account balances	$	154,288	Deterministic cash flow model	Projected option cost
Other liabilities	12,720		Black-Scholes model	Expected term
				Forfeiture assumptions

Total liabilities	$	167,008



	December 31, 2016
	Fair Value		Valuation Technique	Unobservable Input
	(In thousands)

Derivatives, index options	$	120,644	Broker prices	Implied volatility
				Inputs from broker proprietary models

Total assets	$	120,644

Policyholder account balances	$	122,666	Deterministic cash flow model	Projected option cost
Other liabilities	12,027		Black-Scholes model	Expected term
				Forfeiture assumptions

Total liabilities	$	134,693

Realized gains (losses) on debt and equity securities are reported in the Condensed Consolidated Statements of Earnings as net investment gains (losses) with liabilities reported as expenses. Unrealized gains (losses) on available for sale debt and equity securities are reported as other comprehensive income (loss) within the stockholders' equity section of the Condensed Consolidated Balance Sheet.

The fair value hierarchy classifications are reviewed each reporting period. Reclassification of certain financial assets and liabilities may result based on changes in the observability of valuation attributes. Reclassifications are reported as transfers into and out of Level 3 at the beginning fair value for the reporting period in which the changes occur.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The carrying amounts and fair values of the Company's financial instruments are as follows:



	March 31, 2017
				Fair Value Hierarchy Level
	Carrying Values		Fair Values	Level 1	Level 2	Level 3
	(In thousands)
ASSETS
Investments in debt and equity securities:
Securities held to maturity	$	7,277,434	7,472,191	—	7,472,191	—
Securities available for sale	3,040,056		3,040,056	19,525	3,020,531	—

Cash and cash equivalents	87,486		87,486	87,486	—	—
Mortgage loans	163,880		164,915	—	—	164,915
Policy loans	57,769		102,462	—	—	102,462
Other loans	14,358		14,860	—	—	14,860
Derivatives, index options	149,848		149,848	—	—	149,848
Short-term investments	—		—	—	—	—
Life interest in Trust	7,550		12,775	—	—	12,775

LIABILITIES
Deferred annuity contracts	$	7,771,623	7,392,936	—	—	7,392,936
Immediate annuity and supplemental contracts	442,064		470,348	—	—	470,348

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	December 31, 2016
				Fair Value Hierarchy Level
	Carrying Values		Fair Values	Level 1	Level 2	Level 3
	(In thousands)
ASSETS
Investments in debt and equity securities:
Securities held to maturity	$	7,159,259	7,337,611	—	7,337,611	—
Securities available for sale	3,060,363		3,060,363	18,313	3,042,050	—

Cash and cash equivalents	51,247		51,247	51,247	—	—
Mortgage loans	174,534		176,890	—	—	176,890
Policy loans	58,699		101,092	—	—	101,092
Other loans	14,343		14,898	—	—	14,898
Derivatives, index options	120,644		120,644	—	—	120,644
Life interest in Trust	7,550		12,775	—	—	12,775

LIABILITIES
Deferred annuity contracts	$	7,739,337	7,367,851	—	—	7,367,851
Immediate annuity and supplemental contracts	443,226		470,414	—	—	470,414

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.


(11)	DERIVATIVE INVESTMENTS

Fixed-index products provide traditional fixed annuities and universal life contracts with the option to have credited interest rates linked in part to an underlying equity index or a combination of equity indices. The equity return component of such policy contracts is identified separately and accounted for in future policy benefits as embedded derivatives on the Condensed Consolidated Balance Sheets. The remaining portions of these policy contracts are considered the host contracts and are recorded separately as fixed annuity or universal life contracts. The host contracts are accounted for under debt instrument type accounting in which future policy benefits are recorded as discounted debt instruments and accreted, using the effective yield method, to their minimum account values at their projected maturities or termination dates.

The Company purchases over-the-counter index options, which are derivative financial instruments, to hedge the equity return component of its fixed-index annuity and life products. The index options act as hedges to match closely the returns on the underlying index or indices. The amounts which may be credited to policyholders are linked, in part, to the returns of the underlying index or indices. As a result, changes to policyholders' liabilities are substantially offset by changes in the value of the options. Cash is exchanged upon purchase of the index options and no principal or interest payments are made by either party during the option periods. Upon maturity or expiration of the options, cash may be paid to the Company depending on the performance of the underlying index or indices and terms of the contract.

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company does not elect hedge accounting relative to these derivative instruments. The index options are reported at fair value in the accompanying Condensed Consolidated Financial Statements. The changes in the values of the index options and the changes in the policyholder liabilities are both reflected in the Condensed Consolidated Statements of Earnings. Any changes relative to the embedded derivatives associated with policy contracts are reflected in contract interest in the Condensed Consolidated Statements of Earnings. Any gains or losses from the sale or expiration of the options, as well as period-to-period changes in values, are reflected as net investment income in the Condensed Consolidated Statements of Earnings.

Although there is credit risk in the event of nonperformance by counterparties to the index options, the Company does not expect any of its counterparties to fail to meet their obligations, given their high credit ratings. In addition, credit support agreements are in place with all counterparties for option holdings in excess of specific limits, which may further reduce the Company's credit exposure.

The tables below present the fair value of derivative instruments as of March 31, 2017 and December 31, 2016, respectively.



	March 31, 2017
	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
		(In thousands)			(In thousands)

Derivatives not designated as hedging instruments

Equity index options	Derivatives, Index Options	$	149,848

Fixed-index products				Universal Life and Annuity Contracts	$	154,288

Total		$	149,848		$	154,288



	December 31, 2016
	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
		(In thousands)			(In thousands)

Derivatives not designated as hedging instruments

Equity index options	Derivatives, Index Options	$	120,644

Fixed-index products				Universal Life and Annuity Contracts	$	122,666

Total		$	120,644		$	122,666

Table of Contents

NATIONAL WESTERN LIFE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The table below presents the effect of derivative instruments in the Condensed Consolidated Statements of Earnings for the three months ended March 31, 2017 and 2016.



		March 31, 2017			March 31, 2016
Derivatives Not Designated As Hedging Instruments	Location of Gain or (Loss) Recognized In Income on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		(In thousands)

Equity index options	Net investment income	$	61,206		(12,901	)

Fixed-index products	Universal life and annuity contract interest	(63,624		)	11,722

		$	(2,418	)	(1,179	)

(12) SUBSEQUENT EVENTS

Subsequent events have been evaluated and no reportable items were identified.

Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information contained herein or in other written or oral statements made by or on behalf of National Western Life Group, Inc. or its subsidiaries (the "Company") are or may be viewed as forward-looking. Although the Company has taken appropriate care in developing any such information, forward-looking information involves risks and uncertainties that could significantly impact actual results. These risks and uncertainties include, but are not limited to, matters described in the Company's SEC filings such as exposure to market risks, anticipated cash flows or operating performance, future capital needs, and statutory or regulatory related issues. However, as a matter of policy, the Company does not make any specific projections as to future earnings, nor does it endorse any projections regarding future performance that may be made by others. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments. Also, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise.

Management's discussion and analysis of the financial condition and results of operations (“MD&A”) of National Western Life Group, Inc. for the three months ended March 31, 2017 follows. Where appropriate, discussion specific to the insurance operations of National Western Life Insurance Company is denoted by "National Western" or "company". This discussion should be read in conjunction with the Company's Condensed Consolidated Financial Statements and related notes beginning on page 3 of this report and with the 2016 Annual Report filed on Form 10-K with the SEC.

Overview

National Western provides life insurance products on a global basis for the savings and protection needs of policyholders and annuity contracts for the asset accumulation and retirement needs of contract holders, both domestically and internationally. The company accepts funds from policyholders or contract-holders and establishes a liability representing future obligations to pay the policy or contract-holders and their beneficiaries. To ensure the company will be able to pay these future commitments, the funds received as premium payments and deposits are invested in high quality investments, primarily fixed income securities.

Due to the business of accepting funds to pay future obligations in later years and the underlying economics, the relevant factors affecting the company’s business and profitability include the following:



•	the level of sales and premium revenues collected
•	persistency of policies and contracts
•	returns on investments sufficient to produce acceptable spread margins over interest crediting rates
•	investment credit quality which minimizes the risk of default or impairment
•	levels of policy benefits and costs to acquire business
•	the level of operating expenses
•	effect of interest rate changes on revenues and investments including asset and liability matching
•	maintaining adequate levels of capital and surplus
•	actual levels of surrenders, withdrawals, claims and interest spreads
•	changes in assumptions for amortization of deferred policy acquisition expenses and deferred sales inducements
•	changes in the fair value of derivative index options and embedded derivatives pertaining to fixed-index life and annuity products
•	pricing and availability of adequate reinsurance
•	litigation subject to unfavorable judicial development, including the time and expense of litigation

The Company monitors these factors continually as key business indicators. The discussion that follows in this Item 2 includes these indicators and presents information useful to an overall understanding of the Company's business performance for the three months ended March 31, 2017, incorporating required disclosures in accordance with the rules and regulations of the Securities and Exchange Commission.

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Insurance Operations - Domestic

National Western is currently licensed to do business in all states and the District of Columbia except for New York. Products marketed are annuities, universal life insurance, fixed-index universal life, and traditional life insurance, which include both term and whole life products. The company's domestic sales have historically been more heavily weighted toward annuity products, which include single and flexible premium deferred annuities, single premium immediate annuities, and fixed-index annuities. Most of these annuities can be sold either as tax qualified or nonqualified products. At March 31, 2017, the Company maintained approximately 135,100 annuity contracts in force and 51,100 domestic life insurance policies in force representing $3.0 billion in face amount of coverage.

National Western markets and distributes its domestic products primarily through independent national marketing organizations ("NMOs"). These NMOs assist the company in recruiting, contracting, and managing independent agents. The company's agents are independent contractors who are compensated on a commission basis. The company currently has approximately 26,400 domestic independent agents contracted.

Insurance Operations - International

The company's international clientèle consists mainly of foreign nationals in upper socioeconomic classes. Insurance products are issued currently to residents of countries in South America and the Caribbean based upon applications received in the Company's home office in Austin, Texas. Issuing policies to residents of countries in these different regions provides diversification that helps to minimize large fluctuations that could arise due to various economic, political, and competitive pressures that may occur from one country to another. Products issued to international residents are almost entirely universal life and traditional life insurance products. However, certain annuity and investment contracts are also available. At March 31, 2017, the company had approximately 63,800 international life insurance policies in force representing approximately $17.5 billion in face amount of coverage.

International applications are submitted by independent contractor consultants and broker-agents. The company has approximately 1,900 independent international consultants and brokers currently contracted.

There are some inherent risks of accepting international applications, which are not present within the domestic market, that are reduced substantially by the company in several ways. As previously described, National Western accepts applications from foreign nationals in upper socioeconomic classes who have substantial financial resources. This targeted customer base coupled with the company's conservative underwriting practices have historically resulted in claims experience, due to natural causes, similar to that in the United States. The company minimizes exposure to foreign currency risks by requiring payment of premiums, claims and other benefits entirely in United States dollars (except for a small block of business in Haiti whose policies are denominated in Haitian gourdes). National Western's fifty plus years of experience with the international products and its longstanding independent consultant and broker-agent relationships further serve to minimize risks.

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SALES

Life Insurance

The following table sets forth information regarding National Western's life insurance sales activity as measured by annualized first year premiums. While the figures shown below are in accordance with industry practice and represent the amount of new business sold during the periods indicated, they are considered a non-GAAP financial measure. The Company believes sales are a measure of distribution productivity and are a leading indicator of future revenue trends. However, revenues are driven by sales in prior periods as well as in the current period and therefore, a reconciliation of sales to revenues is not meaningful or determinable.



	Three Months Ended
	March 31,
	2017		2016
	(In thousands)

International:
Universal life	$	327	477
Traditional life	438		408
Equity-index life	1,581		2,133

	2,346		3,018
Domestic:
Universal life	2		3
Traditional life	38		27
Equity-index life	4,179		3,919

	4,219		3,949

Totals	$	6,565	6,967

Life insurance sales, as measured by annualized first year premiums, decreased 6% in the first quarter of 2017 as compared to the first quarter of 2016. By market segment, the domestic life insurance line of business increased 7% while the international life insurance line of business posted a 22% decrease from the comparable results of the first quarter of 2016. Increasing domestic life insurance business has been the focal point of company management.

The company's domestic operations life insurance product portfolio includes single premium universal life ("SPUL") and equity-index universal life ("EIUL") products as well as hybrids of the EIUL and SPUL products, combining features of these core products. Equity-index universal life products continue to be the predominant product sold in the domestic life market. Most of these sales are single premium mode products (one year, five year, or ten year) designed for transferring accumulated wealth tax efficiently into life insurance policies with limited underwriting due to lesser net insurance amounts at risk (face amount of the insurance policy less cash premium contributed). These products were designed and implemented several years ago targeting the accumulated savings of the Baby Boomer segment of the population entering their retirement years. The wealth transfer life products have been valuable offerings for the Company's distributors as evidenced by comprising 99% of total domestic life sales in the first three months of 2017. The company also began offering in its domestic line of business graded death benefit whole life and term insurance (traditional) products in 2015.

The company's international life business consists of applications accepted from residents of various regions outside of the United States, the volume of which typically varies based upon changes in the socioeconomic climates of these regions. Historically, the company has experienced a simultaneous combination of rising and declining sales in various countries; however, the appeal of the company's dollar-denominated life insurance products overcomes many of the local and national difficulties.

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Applications submitted from residents of Latin America have historically comprised the majority of the company's international life insurance sales. As noted previously, the company's international sales by geographic market tend to fluctuate with the socio and economic climates in these regions. The company's mix of international sales by geographic region is as follows:



	Three Months Ended March 31,
	2017		2016

Percentage of International Sales:
Latin America	97.9	%	96.6	%
Eastern Europe/Asia	2.1		3.4

Totals	100.0	%	100.0	%

Year-to-date, the company has accepted new business from residents outside of the United States in over thirty different countries with Venezuela (27%), Peru (21%), Ecuador (13%), and Argentina (11%) comprising the regions with contributions of 10% or more of total international sales.

As previously disclosed in prior SEC filings, the Brazilian Superintendence of Private Insurance ("SUSEP") attempted to serve National Western in 2011 with a subpoena regarding an administrative proceeding initiated by SUSEP in which it alleged the company was operating as an insurance company in Brazil without due authorization. While the company believes that SUSEP has no jurisdiction over the company, SUSEP affirmed its imposition of a penal fine against National Western, but in a reduced amount of 3 million reais (approximately $960,000). In light of the substantial reduction in the proposed penal fine by SUSEP, National Western paid the penal fine in the reduced amount in the fourth quarter of 2016 under protest and thereby retained its rights to seek judicial review in Brazil of the merits of the SUSEP charges. In light of these developments, the company ceased accepting new applications from residents in Brazil in the fourth quarter of 2015. Additionally, after careful consideration of various factors, including segment performance and the volume of application submissions, the company ceased accepting applications from residents in certain other countries during that same time period.

The average new policy face amounts since 2011 are as shown in the following table.



	Average New Policy Face Amount
	Domestic	International

Year ended December 31, 2011	178,500	363,600
Year ended December 31, 2012	254,900	380,200
Year ended December 31, 2013	286,000	384,000
Year ended December 31, 2014	286,600	382,600
Year ended December 31, 2015	274,500	342,500
Year ended December 31, 2016	308,700	336,500
Three months ended March 31, 2017	299,700	301,300

The company's efforts are directed toward maintaining its competitive advantages in accepting applications from upper socio-economic residents of international countries and to its wealth transfer strategies for domestic life sales. In both of these strategies the company's portfolio of fixed-index (equity indexed) life insurance products plays an important role. Fixed-index life products accounted for 88% of total life sales in the first three months of 2017, as compared to 87% for the same period in 2016.

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The table below sets forth information regarding National Western's life insurance in force for each date presented.



	Insurance In Force as of
	March 31,
	2017		2016
	($ in thousands)

Universal life:
Number of policies	42,960		46,740
Face amounts	$	4,679,630	5,290,230

Traditional life:
Number of policies	33,380		35,320
Face amounts	$	3,478,190	3,571,270

Fixed-index life:
Number of policies	38,550		39,310
Face amounts	$	9,299,690	9,683,380

Rider face amounts	$	3,017,790	3,134,070

Total life insurance:
Number of policies	114,890		121,370
Face amounts	$	20,475,300	21,678,950

At March 31, 2017, the company’s face amount of life insurance in force was comprised of $17.5 billion from the international line of business and $3.0 billion from the domestic line of business. At March 31, 2016, these amounts were $18.7 billion and $3.0 billion for the international and domestic lines of business, respectively.

Annuities

The following table sets forth information regarding the company's annuity sales activity as measured by single and annualized first year premiums. Similar to life insurance sales, these figures are considered a non-GAAP financial measure but are shown in accordance with industry practice and depict National Western's sales productivity.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Fixed-index annuities	$	136,722	156,768
Other deferred annuities	7,427		10,911
Immediate annuities	687		1,129

Totals	$	144,836	168,808

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Annuity sales in the first quarter of 2017 were 14% below those of the comparable period in 2016. The company's mix of annuity sales has historically shifted with interest rate levels and the relative performance of the equity market. Over the past several years, sales of fixed-index products have accounted for 90% or more of all annuity sales. During the first three months of 2017, this percentage exceeded 94% reflecting the ongoing bull market run in equities since bottoming out in 2009 and the persisting low level of fixed interest rates. For all fixed-index products, the company purchases over the counter call options to hedge the equity return feature. The options are purchased relative to the issuance of the annuity contracts in such a manner to minimize timing risk. Generally, the index return during the indexing period (if the underlying index increases) becomes a component in a formula (set forth in the annuity), the result of which is credited as interest to contract holders electing the index formula crediting method at the beginning of the indexing period. The formula result can never be less than zero with these products. The company does not deliberately mismatch or under hedge for the equity feature of the products. Fixed-index products also provide the contract holder the alternative to elect a fixed interest rate crediting option.

With the advent of a low interest rate policy engineered by the Federal Reserve in response to the last financial crisis, company management evaluated the potential ramifications of continuing a high level of annuity sales in a depressed interest rate environment. Under the auspices of the company's enterprise risk management (ERM) processes, taking into consideration the Federal Reserve's announced intention to maintain interest rates at historically reduced levels over a prolonged period of time, the decision was made to curtail new sales to desired levels in order to minimize the level of assets added at low yield rates. While National Western does not subsidize its interest crediting rates on new policies in order to obtain market share, the Company's ERM considerations determined that managing to a lower level of annuity sales was prudent given the environment. More recently, the Department of Labor's "fiduciary rule" on standards for retirement investment advice has impacted annuity sales as insurance carriers, marketing organizations and agents develop strategies for future product sales assuming that the rule requirements ultimately go into effect.

The level of annuity business in force requires a focused discipline on asset/liability analysis. The company monitors its asset/liability matching within the self-constraints of desired capital levels and risk tolerance. The company's capital level remains substantially above industry averages and regulatory targets. Management has performed analyses of the capital strain associated with incrementally higher levels of annuity new business and determined that the company's capital position is more than sufficient to handle an increase in sales activity when a more favorable rate environment returns.

The following table sets forth information regarding annuities in force for each date presented.



	Annuities In Force as of
	March 31,
	2017		2016
	($ in thousands)

Fixed-index annuities
Number of policies	74,730		72,900
GAAP annuity reserves	$	5,812,950	5,540,228

Other deferred annuities
Number of policies	46,200		49,450
GAAP annuity reserves	$	1,878,563	2,025,671

Immediate annuities
Number of policies	14,170		14,860
GAAP annuity reserves	$	369,502	369,735

Total annuities
Number of policies	135,100		137,210
GAAP annuity reserves	$	8,061,015	7,935,634

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Impact of Recent Business Environment

The Company's business is generally aided by an economic environment experiencing growth, whether moderate or vibrant, characterized by metrics which indicate improving employment data and increases in personal income. During the 2017 first quarter, the U.S. economy grew at a lower rate than that in any of the previous three years. The gross domestic product increased at a seasonally adjusted annual rate of 0.7% reflecting listless consumer spending. Though not substantial, a slightly rising rate of inflation may have dampened American paychecks and prompted the pullback in consumer purchasing activity. Paradoxically, the reduced output contrasts with surging consumer confidence, as being reported in surveys, and the ongoing bull market in equities. There is a mild consensus among economists that a general trend exists whereby the economy starts each calendar year sluggishly and then picks up the pace as the year progresses. One bright spot that emerged was a robust pickup in demand for U.S. exports coinciding with modest strengthening in the global economy.

Industry analysts and observers generally agree that a sudden jump in interest rate levels, while presently a highly unlikely scenario, would be harmful to life insurers with interest-sensitive products as it could provide an impetus for abnormal levels of product surrenders and withdrawals at the same time fixed debt securities held by insurers declined in market value. Currently, the consensus view of the Federal Reserve's course of action is predicated on the thesis that the U.S. economy is in a position to absorb a series of interest rate hikes without impeding ongoing economic growth. A progression of carefully measured increases in interest rates would be beneficial to financial service institutions, including life insurance companies. It is uncertain what direction and at what pace interest rate movements may occur in the future and what impact, if any, such movements would have on the Company's business, results of operations, cash flows or financial condition.

The U.S life insurance sector is encountering an interest rate, economic and regulatory environment making strategic long-term planning decisions to be more challenging and suspect to inaccuracies. In an environment such as this, the need for a strong capital position that can cushion against unexpected bumps is critical for stability and ongoing business activity. The Company's operating strategy continues to be to maintain capital levels substantially above regulatory and rating agency requirements. Our business model is predicated upon steady growth in invested assets while managing the block of business within profitability objectives. A key premise of our financial management is maintaining a high quality investment portfolio, well matched in terms of duration with policyholder obligations that continues to outperform the industry with respect to adverse impairment experience. This discipline enables the Company to sustain resources more than adequate to fund future growth and absorb abnormal periods of cash outflows.

RESULTS OF OPERATIONS

The Company's Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, the Company regularly evaluates operating performance using non-GAAP financial measures which exclude or segregate derivative and realized investment gains and losses from operating revenues. Similar measures are commonly used in the insurance industry in order to assess profitability and results from ongoing operations. The Company believes that the presentation of these non-GAAP financial measures enhances the understanding of the Company's results of operations by highlighting the results from ongoing operations and the underlying profitability factors of the Company's business. The Company excludes or segregates derivative and realized investment gains and losses because such items are often the result of events which may or may not be at the Company's discretion and the fluctuating effects of these items could distort trends in the underlying profitability of the Company's business. Therefore, in the following sections discussing condensed consolidated operations and segment operations, appropriate reconciliations have been included to report information management considers useful in enhancing an understanding of the Company's operations to reportable GAAP balances reflected in the Condensed Consolidated Financial Statements.

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Consolidated Operations

Revenues. The following details Company revenues.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Universal life and annuity contract charges	$	41,364	42,010
Traditional life premiums	4,221		4,173
Net investment income (excluding derivatives)	110,536		108,401
Other revenues	4,505		4,878

Operating revenues	160,626		159,462
Derivative gain (loss)	61,206		(12,901	)
Net realized investment gains (losses)	2,585		2,381

Total revenues	$	224,417	148,942

Universal life and annuity contract charges - Revenues for universal life and annuity contracts were marginally lower for the first three months in 2017 compared to 2016 primarily due to an increase in premium loads on single premium loads being deferred for recognition over future income periods (Other charges shown below). Revenues for universal life and annuity products consist of policy charges for the cost of insurance, administration charges, and surrender charges assessed against policyholder account balances, less reinsurance premiums, as shown in the following table.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Contract Revenues:
Cost of insurance and administrative charges	$	33,508		33,153
Surrender charges	12,268			11,439
Other charges	(165		)	1,465
Gross contract revenues	45,611			46,057

Reinsurance premiums	(4,247		)	(4,047	)

Net contract revenues	$	41,364		42,010

Cost of insurance charges typically trend with the size of the life insurance block in force and the amount of new business issued during the period. Life insurance in force during the three months ended March 31, 2017 averaged approximately $20.6 billion while for the same period of 2016 averaged $21.8 billion. Countering the decline in insurance in force, the Company implemented higher cost of insurance charges on international life insurance products during the second quarter of 2016. Accordingly, for the three months ended March 31, 2017, cost of insurance charges increased level to $26.9 million from $26.4 million at March 31, 2016. In addition to the increase in international cost of insurance charges, the increase reflects larger domestic face amounts of insurance being added to the in force block of business, which produce higher contract charges per policy, replacing smaller face amounts terminated through death, surrender or lapsation. Administrative charges pertaining to new business issued declined marginally to $6.6 million for the three months ended March 31, 2017 versus $6.8 million for the three months ended March 31, 2016 due to a lower number of life insurance policies issued.

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Surrender charges assessed against policyholder account balances upon withdrawal increased 7% in the first three months of 2017 versus the comparable prior year period. While the Company earns surrender charge income that is assessed upon policy terminations, the Company's overall profitability is enhanced when policies remain in force and additional contract revenues are realized and the Company continues to make an interest rate spread equivalent to the difference it earns on its investment and the amount that it credits to policyholders. In the first three months of 2017, lapse rates on domestic life insurance and annuity policies were generally consistent with or slightly better than the prior year. The increase in surrender charge income recognized in the current quarter reflects an increase in the international life insurance lapse rate, most noticeably in the countries from which the Company ceased accepting applications from residents in the fourth quarter of 2015. Surrender charge income recognized is also dependent upon the duration of policies at the time of surrender (i.e. later duration policy surrenders having a lower surrender charge assessed and earlier duration surrenders having a higher surrender charge).

Traditional life premiums - Traditional life premiums were slightly higher in the three months ended March 31, 2017 compared to the same periods in 2016 reflecting a 10% increase in sales during the first quarter of 2017. Traditional life insurance premiums for products such as whole life and term life are recognized as revenues over the premium-paying period. The Company's life insurance sales focus has historically been primarily centered around universal life products, although additional term products have been added to the Company's portfolio recently. Universal life products, especially the Company's equity indexed universal life products which offer the opportunity for consumers to acquire life insurance protection and receive credited interest linked in part to an outside market index, have been more popular product offerings in the Company's markets representing nearly 88% of new life insurance sales for 2017 thus far.

Net investment income - To ensure the Company will be able to honor future commitments to policyholders and provide a financial return, the funds received as premium payments and deposits are invested in high quality investments, primarily fixed maturity debt securities. The income from these investments is closely monitored by the Company due to its significant impact on the business. A detail of net investment income (with and without index option gains and losses) is provided below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Gross investment income:
Debt and equities	$	103,441	104,966
Mortgage loans	3,289		1,658
Policy loans	883		919
Short-term investments	65		57
Other invested assets	3,149		1,072

Total investment income	110,827		108,672
Less: investment expenses	291		271

Net investment income (excluding derivatives)	110,536		108,401
Derivative gain (loss)	61,206		(12,901	)

Net investment income	$	171,742	95,500

For the three months ended March 31, 2017, debt and equity securities generated approximately 94% of total net investment income, excluding derivative gain (loss). The Company's strategy is to invest substantially all of its cash flows in fixed debt securities consistent with its guidelines for credit quality, duration, and diversification. The lower level of investment income from debt and equity securities through the first quarter of 2017 versus 2016, despite higher portfolio balances in the current period, reflects higher yielding debt securities maturing or being called by borrowers and being replaced with lower yielding securities in the current interest rate environment. In addition, investment yields on new bond purchases during the first three months of 2017 remained below the portfolio's weighted average yield approximating 3.63%.

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Mortgage loan investment income for the three months ended March 31, 2017 increased significantly over the comparable period in 2016 reflecting increased loan origination activity during 2016. The portfolio balance increased from $108.3 million at December 31, 2015 to $174.5 million at December 31, 2016 as the Company identified this as an area of investment focus. The mortgage loan portfolio balance declined to $163.9 million at March 31, 2017 reflecting larger loan payoffs during the period. During the three months ended March 31, 2017 the Company originated new mortgage loans in the amount of $8.3 million compared to $15.5 million in the comparable period of 2016.

Other invested asset investment income increased during the first quarter as various profit participation loans paid out during the period. These loans, generally underwritten in conjunction with an underlying mortgage loan, enhance the company's returns on its lending due the opportunity to participate in profit generation from the supporting venture.

In order to evaluate underlying profitability and results from ongoing operations, net investment income performance is analyzed excluding derivative gain (loss), which is a common practice in the insurance industry. Net investment income and average invested assets shown below includes cash and cash equivalents. Net investment income performance is summarized as follows:



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Excluding derivatives:
Net investment income	$	110,536		108,401
Average invested assets, at amortized cost	$	10,598,469		10,350,005
Annual yield on average invested assets	4.19		%	4.19	%

Including derivatives:
Net investment income	$	171,742		95,500
Average invested assets, at amortized cost	$	10,678,848		10,390,299
Annual yield on average invested assets	6.43		%	3.68	%

The yield on average invested assets, excluding derivatives, was comparable to 2016. Yields obtained on new fixed maturity debt securities investments during the first quarter of 2017 were below the total weighted average yield and were offset by higher mortgage loan yields. During 2016, the average yield on bond purchases to fund insurance operations was 3.38% representing a 1.54% spread over treasury rates. Insurance operation bond purchases through the first quarter of 2017 had a higher average yield of 3.63%; however, spreads decreased to 1.17% over treasury rates during this period while treasury rates increased.

The bond yield rates during both 2016 and 2017 are below the weighted average bond portfolio rate which was slightly less than 4.10% at March 31, 2017. The weighted average quality of new purchases during the first three months of the current year was "A-" which matched the overall quality rating of purchases during 2016. The composite duration of purchases during the first three months of 2017 was approximately the same as that for 2016 purchases. The Company's general investment strategy is to purchase securities with maturity dates approximating ten years in the future. Accordingly, an appropriate measure for benchmarking the direction of interest rate levels for the Company's debt security purchases is the ten year treasury bond rate. After ending 2016 at a rate of 2.45%, the daily closing yield of the ten year treasury bond ranged from a low of approximately 2.30% to a high of roughly 2.60% during the first three months of 2017, and ended the first calendar quarter at 2.39%.

The pattern in average invested asset yield, including derivatives, incorporates increases and decreases in the fair value of index options purchased by the Company to support its fixed-index products. Fair values of the purchased call options increased during the 2017 period and decreased in the 2016 period corresponding to the movement in equity market indices in these time frames. Refer to the derivatives discussion below for a more detailed explanation of these instruments.

Other revenues - Other revenues primarily pertain to the Company's two nursing home operations in Reno, Nevada and San Marcos, Texas. Revenues associated with these operations were $4.4 million and $4.8 million for the three months ended March 31, 2017 and 2016, respectively. Lower nursing home revenues reflect lower census figures at the facilities thus far in 2017 given local competition for residents and a change in mix of payor sources toward lower reimbursement patient types.

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Derivative gain (loss) - Index options are derivative financial instruments used to hedge the equity return component of the Company's fixed-index products. Derivative gain or loss includes the amounts realized from the sale or expiration of the options. Since the index options do not meet the requirements for hedge accounting under GAAP, they are marked to fair value on each reporting date and the resulting unrealized gain or loss is also reflected as a component of net investment income.

Gains and losses from index options are substantially due to changes in equity market conditions. Index options are intended to act as hedges to match the returns on the product's underlying reference index and the rise or decline in the index relative to the index level at the time of the option purchase which causes option values to likewise rise or decline. As income from index options fluctuates with the underlying index, the contract interest expense to policyholder accounts for the Company's fixed-index products also fluctuates in a similar manner and direction. For the three months ended March 31, 2017, the reference indices increased and the Company recorded an overall gain from index options as shown below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Derivatives:
Unrealized gain (loss)	$	31,255	3,733
Realized gain (loss)	29,951		(16,634	)

Total gain (loss) included in net investment income	$	61,206	(12,901	)

Total contract interest	$	109,893	49,017

The economic impact of option performance in the Company's financial statements is not generally determined solely by the option gain or loss included in net investment income as there is a corresponding amount recorded in the contract interest expense line. The Company's profitability with respect to these options is largely dependent upon the purchase cost of the option remaining within the financial budget for acquiring options embedded in the product pricing. Option prices vary with interest rates, volatility, and dividend yields among other things. As option prices vary, the Company manages for the variability by making offsetting adjustments to product caps, participation rates, and management fees. For the periods shown, the Company's option costs have been within the product pricing budgets.

The financial statement investment spread, the difference between investment income and interest credited to contractholders, is subject to slight variations from option performance during any given period. Many of the company's equity-index annuity products provide for the collection of asset management fees. These asset management fees are assessed when returns on expiring options are positive, and they are collected prior to passing any additional returns above the assessed management fees to the policy contractholders. During periods of positive returns, the collected asset management fees serve to increase the financial statement investment spread by increasing option realized gains more than interest credited to policy contractholders. Asset management fees collected in the first quarter of 2017 were approximately $5.6 million more than in the first quarter of 2016.

Net realized investment gains (losses) - Realized gains on investments in 2017 primarily resulted from bond calls and sales. The net gains reported for the three months ended March 31, 2017 consisted of gross gains of $2.6 million offset by gross losses of $0.0 million. The net gains reported for the three months ended March 31, 2016 consisted of gross gains of $2.5 million offset by gross losses of $0.1 million. No other-than-temporary credit impairment losses were recorded during the three months ended March 31, 2017 and 2016.

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The Company records impairment write-downs when a decline in value is considered to be other-than-temporary and full recovery of the investment is not expected. Impairments due to credit factors are recorded in the Company's Condensed Consolidated Statements of Earnings while non-credit (liquidity) impairment losses are included in Condensed Consolidated Statement of Comprehensive Income (Loss). Impairment and valuation write-downs reflected in the Company's Condensed Consolidated Statements of Earnings are summarized in the following table.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Impairment or valuation write-downs:
Bonds	$	—	—
Equities	—		—

Total	$	—	—

As shown in the table above, the Company recognized no impairments during the first three months of 2017 and 2016. While market values of equity securities are subject to variation between reporting periods, the Company's analysis of potential impairments in the periods shown did not identify other than temporary declines . Equity securities (common stocks) represent 0.1% of invested assets and individual common stock holdings have an average cost basis of approximately $43,000.

Benefits and Expenses. The following table details benefits and expenses.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Life and other policy benefits	$	19,757	15,601
Amortization of deferred policy acquisition costs	34,212		35,220
Universal life and annuity contract interest	109,893		49,017
Other operating expenses	25,092		23,307

Totals	$	188,954	123,145

Life and other policy benefits - Death claim benefits, the largest component of policy benefits, increased to $11.7 million in the first three months of 2017 compared to $8.0 million for the first three months of 2016. Death claim amounts are generally subject to variation from period to period.

Amortization of deferred policy acquisition costs - Life insurance companies are required to defer certain expenses that vary with, and are primarily related to, the cost of acquiring new business. The majority of these acquisition expenses consist of commissions paid to agents, underwriting costs, and certain marketing expenses. Recognition of these deferred policy acquisition costs (“DPAC”) as an expense in the Condensed Consolidated Financial Statements occurs over future periods in relation to the expected emergence of profits priced into the products sold. This emergence of profits is based upon assumptions regarding premium payment patterns, mortality, persistency, investment performance, and expense patterns. Companies are required to review universal life and annuity contract assumptions periodically to ascertain whether actual experience has deviated significantly from that assumed. If it is determined that a significant deviation has occurred, the emergence of profits pattern is to be "unlocked" and reset based upon the actual experience. DPAC balances are also adjusted each period to reflect current policy lapse or termination rates, expense levels and credited rates on policies compared to anticipated experience (“true-up”) with the adjustment reflected in current period amortization expense. In accordance with GAAP guidance, the Company must also write-off deferred acquisition costs and unearned revenue liabilities upon internal replacement of certain contracts as well as annuitizations of deferred annuities.

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The following table identifies the effects of unlocking and true-up adjustments on DPAC balances recorded through amortization expense for the three months ended March 31, 2017 and 2016.



Increase (Decrease) in DPAC Balance	Three Months Ended March 31,
	2017			2016
	(In thousands)

Unlocking	$	—		—
True-up	(340		)	360

Totals	$	(340	)	360

In the three months ended March 31, 2017 and 2016, the Company did not unlock its DPAC balance. True-up adjustments were recorded in the first quarter of 2017 and 2016 relative to partial surrender rates, mortality rates, credited interest rates and earned rates for the current years' experience. In the first quarter, true-up adjustments resulted in a $0.3 million increase in amortization expense for 2017 and a $0.4 million decrease for 2016. The true-up adjustments for the life insurance lines of business were positive (decrease to amortization expense) by over $0.9 million in the first three months of 2017 whereas the true-up adjustments for the annuity line of business during the same period were negative by nearly $1.3 million incrementally adding to amortization expense. For the three months ended March 31, 2016, true-up adjustments for the life insurance lines of business were positive (decrease to amortization expense) by $6.2 million while true-up adjustments for the annuity line of business during the same period were negative by $5.8 million incrementally adding to amortization expenses.

Universal life and annuity contract interest - The Company closely monitors its credited interest rates on interest sensitive policies, taking into consideration such factors as profitability goals, policyholder benefits, product marketability, and economic market conditions. As long term interest rates change, the Company's credited interest rates are often adjusted accordingly, taking into consideration the factors described above. The difference between yields earned on investments over policy credited rates is often referred to as the "interest spread".

The Company's approximated average credited rates through the first three months, excluding and including fixed-index (derivative) products, were as follows:



	March 31,				March 31,
	2017		2016		2017		2016
	(Excluding fixed-index products)				(Including fixed-index products)

Annuity	2.23	%	2.32	%	3.79	%	1.91	%
Interest sensitive life	3.55	%	3.65	%	8.30	%	2.82	%

Contract interest including fixed-index products also encompasses the performance of the index options associated with the Company's fixed-index products. As previously noted, the market performance of these derivative features resulted in net realized and unrealized gains/(losses) of $61.2 million and $(12.9) million for the quarters ended March 31, 2017 and 2016, respectively. Generally, the impact of the market value change of index options on asset values aligns closely with the movement of the embedded derivative liability held for the Company's fixed-index products such that the net effect upon pretax earnings is negligible (i.e. net realized and unrealized gains/(losses) included in net investment income approximate the change in contract interest associated with the corresponding embedded derivative liability change). However, during periods of equity market movements (gains or losses), in tandem with Company changes in asset management fees assessed on these products (increases or decreases), deviations can occur between index option asset values and the embedded derivative liability. In the three month periods ending March 31, 2017 and 2016, contract interest was increased $0.3 million and $1.5 million, respectively, for this occurrence.

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Similar to deferred policy acquisition costs, the Company defers sales inducements in the form of first year credited interest bonuses on annuity products that are directly related to the production of new business. These bonus interest charges are deferred and amortized using the same methodology and assumptions used to amortize other capitalized acquisition costs and the amortization is included in contract interest. In addition, deferred sales inducement balances are also reviewed periodically to ascertain whether actual experience has deviated significantly from that assumed (unlock) and are adjusted to reflect current policy lapse or termination rates, expense levels and credited rates on policies compared to anticipated experience (true-up). These adjustments, plus or minus, are included in contract interest expense. For the three months ended March 31, 2017 and 2016, the Company recorded true-up adjustments of its deferred sales inducement balances resulting in increased (decreased) balance sheet amounts of $(0.1) million and $(1.8) million, respectively, which thereby increased contract interest expense by a like amount. The Company did not unlock its deferred sales inducement balance during the three months ended March 31, 2017 and 2016.

Other operating expenses - Other operating expenses consist of general administrative expenses, licenses and fees, commissions not subject to deferral, nursing home expenses and compensation costs. These expenses for the three months ended March 31, 2017 and 2016 are summarized in the table that follows.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

General insurance expenses	$	9,428	11,001
Nursing home expenses	4,322		4,616
Compensation expenses	6,117		3,393
Commission expenses	2,565		2,618
Taxes, licenses and fees	2,660		1,679

Totals	$	25,092	23,307

General insurance expenses include provisions for litigation and other settlement payments made in lieu of litigation. As discussed in the Legal Proceedings section of the footnotes to the Condensed Consolidated Financial Statements, the Company charged $2.9 million against earnings in the first quarter of 2016 related to litigation involving an annuity contract matter in Puerto Rico. Reserves for balances due from agents are also included in general insurance expenses. Reserve additions in the first quarter of 2017 were $0.9 million as compared to $0.5 million in the first quarter of 2016. Amounts paid to consultants, primarily related to the implementation of the company's proprietary policy administrative system, increased to $1.6 million in the quarter ended March 31, 2017 versus $0.7 million in the comparable quarter of 2016. The company migrated its annuity in force contracts to the new system effective January 1, 2017.

Compensation expenses include share-based compensation costs related to outstanding vested and nonvested stock options and SARs, restricted stock units (RSUs) and performance share units (PSUs). The related share-based compensation costs move in tandem not only with the number of awards outstanding but also with the movement in the market price of the Company's Class A common stock as a result of marking the stock options, SARs, and RSUs to fair value under the liability method of accounting. Consequently, the related expense amount varies positive or negative in any given period. During the first quarter of 2017, the Company's closing stock price decreased from $310.80 at December 31, 2016 to $304.16 at March 31, 2017. For the three months ended March 31, 2017 share based compensation expense was $0.8 million while for the comparable period in 2016 share based compensation expense was $(1.5) million.

As further discussed in Note 7 to the Condensed Consolidated Financial Statements, the Company awarded 11,512 SARs and 4,334 RSUs to directors and officers during the first quarter of 2017. For the quarter ended March 31, 2016, 14,643 SARs and 3,661 RSUs were awarded. In addition, during the quarters ended March 31, 2017 and 2016 the Company awarded 4,425 and 5,727 PSUs, respectively. The liability for each PSU award is accrued ratably over the three calendar year measurement period associated with the respective award.

Taxes, licenses and fees include premium taxes and licensing fees paid to state insurance departments, guaranty fund assessments, the company portion of social security and Medicare taxes, real estate taxes and other state and municipal taxes. Included in the three months ended March 31, 2017, is $0.3 million for real estate taxes pertaining to the new home office facility acquired in December of 2016.

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Federal Income Taxes. Federal income taxes on earnings from operations reflect an effective tax rate of 33.6% for the three months ended March 31, 2017 compared to 33.1% for the three months ended March 31, 2016. The Company's effective tax rate is typically lower than the Federal rate of 35% due to tax-exempt investment income related to municipal securities and dividends-received deductions on income from stocks.

Segment Operations

Summary of Segment Earnings

A summary of segment earnings for the three months ended March 31, 2017 and 2016 is provided below. The segment earnings exclude realized gains and losses on investments, net of taxes.



	Domestic Life Insurance			International Life Insurance	Annuities		All Others	Totals
	(In thousands)

Segment earnings (losses):
Three months ended:
March 31, 2017	$	(156	)	9,370	7,846		4,798	21,858
March 31, 2016	$	514		12,205	(377	)	3,370	15,712

Domestic Life Insurance Operations

A comparative analysis of results of operations for the Company's domestic life insurance segment is detailed below.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Premiums and contract revenues:
Premiums and contract charges	$	8,849		7,659
Net investment income	19,590			6,133
Other revenues	13			24

Total revenues	28,452			13,816

Benefits and expenses:
Life and other policy benefits	4,919			3,621
Amortization of deferred policy acquisition costs	2,789			2,011
Universal life insurance contract interest	16,247			3,843
Other operating expenses	4,732			3,575

Total benefits and expenses	28,687			13,050

Segment earnings (loss) before Federal income taxes	(235		)	766
Provision (benefit) for Federal income taxes	(79		)	252

Segment earnings (loss)	$	(156	)	514

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Revenues from domestic life insurance operations include life insurance premiums on traditional type products and contract revenues from universal life insurance. Revenues from traditional products are simply premiums collected, while revenues from universal life insurance consist of policy charges for the cost of insurance, policy administration fees, and surrender charges assessed during the period. A comparative detail of premiums and contract revenues is provided below.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Universal life insurance revenues	$	9,705		8,391
Traditional life insurance premiums	1,277			1,193
Reinsurance premiums	(2,133		)	(1,925	)

Totals	$	8,849		7,659

The Company's domestic life insurance in force in terms of policy count has been declining for several years. The pace of new policies issued has lagged the number of policies terminated from death or surrender by roughly a two-to-one rate over the past several years causing a declining level of insurance in force from which contract charge revenue is received. Consequently, the number of domestic life insurance policies in force has declined from 54,300 at December 31, 2015 to 51,600 at December 31, 2016, and to 51,100 at March 31, 2017.

Universal life insurance revenues are also generated with the issuance of new business based upon amounts per application and percentages of the face amount (volume) of insurance issued. The number of domestic life policies issued in the first three months of 2017 was 19% higher than in the comparable period for 2016 and the volume of insurance issued was 9% more than that in 2016. Universal life insurance revenues also include surrender charge income realized on terminating policies and, in the case of Domestic universal life, amortization into income of the premium load on single premium policies which the Company began deferring in 2013.

Premiums collected on universal life products are not reflected as revenues in the Company's Condensed Consolidated Statements of Earnings in accordance with GAAP. Actual domestic universal life premiums collected are detailed below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Universal life insurance:
First year and single premiums	$	29,464	27,526
Renewal premiums	5,007		5,267

Totals	$	34,471	32,793

During the past couple of years the Company has achieved some success in growing its domestic life insurance business. Sales have been substantially weighted toward single premium policies which do not have much in the way of recurring premium payments. These products are targeting wealth transfer strategies involving the movement of accumulated wealth in alternative investment vehicles, including annuities, into life insurance products. As a result, renewal premium levels have not been exhibiting a corresponding level of increase.

Net investment income for this segment of business, excluding derivative gain/(losses), has been gradually increasing due to the increased new business activity described above (single premium policies) and a higher level of investments needed to support the corresponding growth in policy obligations, especially those for single premium policies. The increase in net investment income has been partially muted by lower investment yields from debt security investment purchases during this time frame. Net investment income also includes the gains and losses on index options purchased to back the index crediting mechanism on fixed-index universal products.

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A detail of net investment income for domestic life insurance operations is provided below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Net investment income (excluding derivatives)	$	8,932	8,274
Derivative gain (loss)	10,658		(2,141	)

Net investment income	$	19,590	6,133

Life and policy benefits for a smaller block of business are subject to variation from quarter to quarter. Claim activity during the first three months of 2017 was in line with historical trends and was slightly higher compared to the same period for 2016. The number of incurred claims during the first three months of 2017 increased 4% compared to the first three months of 2016 while the average net claim amount increased from $22,800 to $25,800. The low face amount per claim reflects the older block of domestic life insurance policies sold which were final expense type products (i.e. purchased to cover funeral costs). The increase in the average net claim amount reflects claims from more recent policy sales (single premium wealth transfer products) which have much higher face amounts of insurance coverage per policy. The Company's overall mortality experience for this segment has been better than pricing assumptions.

As noted previously in the discussion of Results of Operations, the Company records true-up adjustments to DPAC balances each period to reflect current policy lapse or termination rates, expense levels and credited rates on policies as compared to anticipated experience with the adjustment reflected in current period amortization expense. To the extent required, the Company may also record unlocking adjustments to DPAC balances. The following table identifies the effects of unlocking and true-up adjustments on domestic life insurance DPAC balances recorded through amortization expense for the three months ended March 31, 2017 and 2016.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Increase (Decrease) in DPAC Balance
Unlocking	$	—		—
True-up	(660		)	1,860

Totals	$	(660	)	1,860

As noted in the table above, the true-up adjustments recorded increased (decreased) the DPAC balance on the Condensed Consolidated Balance Sheets which conversely reduced (increased) amortization expense in current earnings by a like amount for the periods shown. The Company unlocked for favorable mortality experience and incremental future profit related to universal life insurance riders during calendar 2016 which served to reduce the level of favorable true-up experience during the current period.

International Life Insurance Operations

The Company's international life operations have been a significant factor in the Company's overall earnings performance and represents a niche where the Company believes it has had a competitive advantage historically. A stable population of distribution relationships has been developed over decades of operations providing the Company with a consistent foundation for development of the block of business.

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A comparative analysis of results of operations for the Company's international life insurance segment is detailed below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Premiums and other revenues:
Premiums and contract revenues	$	31,500	32,788
Net investment income	18,619		6,847
Other revenues	26		36

Total revenues	50,145		39,671

Benefits and expenses:
Life and other policy benefits	6,285		5,168
Amortization of deferred policy acquisition costs	7,406		5,105
Universal life insurance and annuity contract interest	16,382		5,683
Other operating expenses	5,978		5,526

Total benefits and expenses	36,051		21,482

Segment earnings (losses) before Federal income taxes	14,094		18,189
Provision (benefit) for Federal income taxes	4,724		5,984

Segment earnings (loss)	$	9,370	12,205

As with domestic life operations, revenues from the international life insurance segment include both premiums on traditional type products and contract revenues from universal life insurance. A comparative detail of premiums and contract revenues is provided below.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Universal life insurance revenues	$	30,670		29,932
Traditional life insurance premiums	2,944			4,979
Reinsurance premiums	(2,114		)	(2,123	)

Totals	$	31,500		32,788

In general, universal life revenues and operating earnings are anticipated to emerge with growth in the amount of international life insurance in force. The volume of insurance in force contracted from $19.0 billion at December 31, 2015 to $17.9 billion at December 31, 2016 and further decreased to $17.5 billion at March 31, 2017. Universal life insurance revenues are also generated with the issuance of new business based upon amounts per application and percentages of the face amount (volume) of insurance issued. The number of international life policies issued in the first three months of 2017 was 4% lower than in the first three months of 2016 while the volume of insurance issued was 16% less than that issued in 2016 during the same period.

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A third component of international universal life revenues include surrender charges assessed upon surrender of contracts by policyholders. At the height of the financial crisis in 2008 through 2010 the Company's international policyholders exhibited concern regarding the developments in U.S. financial markets. This evidenced itself in the Company's termination activity in its international life policies in force. The Company incurred higher termination experience than is typical which resulted in recognition of increased surrender charge fee income. This level of termination activity subsequently subsided in 2011 with the termination activity over the following years remaining relatively stable. In 2015, termination activity revisited the levels last seen during the 2008 through 2010 period resulting in additional surrender charge fee revenues, and this activity has continued into 2016 and 2017. The following table illustrates the Company's recent international life termination experience.



	Amount in $'s	Annualized Termination Rate
	(millions)

Volume In Force Terminations
Three months ended March 31, 2017	647.5	13.8	%
Year ended December 31, 2016	2,340.6	11.6	%
Year ended December 31, 2015	2,659.1	12.3	%
Year ended December 31, 2014	1,825.5	8.4	%
Year ended December 31, 2013	1,838.5	8.6	%
Year ended December 31, 2012	1,828.4	8.7	%

The higher incidence of terminations primarily is occurring with policies to residents of the countries from which the Company discontinued accepting applications in late 2015. As a result of the higher termination incidence, the Company unlocked its DPAC balances for this segment of the business during 2016 to incorporate a greater lapse assumption, among other things.

As noted previously, premiums collected on universal life products are not reflected as revenues in the Company's Condensed Consolidated Statements of Earnings in accordance with GAAP. Actual international universal life premiums collected are detailed below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Universal life insurance:
First year and single premiums	$	3,888	4,166
Renewal premiums	20,513		23,201

Totals	$	24,401	27,367

The Company's most popular international products have been its fixed-index universal life products in which the policyholder can elect to have the interest rate credited to their policy account values linked in part to the performance of an outside equity index. Included in the totals in the above table are collected premiums for fixed-index universal life products of approximately $15.7 million and $17.4 million for the first three months of 2017 and 2016, respectively. The decline in renewal premiums during 2017 compared to 2016 corresponds with the increased termination activity discussed above.

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As previously noted, net investment income and contract interest include period-to-period changes in fair values pertaining to call options purchased to hedge the interest crediting feature on the fixed-index universal life products. With the growth in the fixed-index universal life block of business, the period-to-period changes in fair values of the underlying options have had an increasingly greater impact on net investment income and universal life contract interest. A detail of net investment income for international life insurance operations is provided below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Net investment income (excluding derivatives)	$	8,605	8,975
Derivative gain (loss)	10,014		(2,128	)

Net investment income	$	18,619	6,847

For liability purposes, the embedded option in the Company's policyholder obligations for this feature is bifurcated and reserved for separately. Accordingly, the impact for the embedded derivative component in the equity-index universal life product is reflected in the contract interest expense for each respective period.

Life and policy benefits primarily consist of death claims on policies. The Company's clientèle for international products are generally wealthy individuals with access to U.S. dollars and quality medical care. Consequently, the amounts of coverage purchased tend to be larger amounts than those for domestic life insurance. In the year ended December 31, 2016, the average face amount of insurance purchased was $336,500, and in the first three months of 2017, the average was slightly lower at $301,300. While life and policy benefit expense for the international life segment reflects the larger policies purchased, mortality due to natural causes is comparable to that in the United States. The Company's maximum risk exposure per insured life is capped at $500,000 through reinsurance. The average international life net claim amount in the first three months of 2017 increased from that in the first three months of 2016 to $156,000 from $137,000.

The Company records true-up adjustments to DPAC balances each period to reflect current policy lapse or termination rates, expense levels and credited rates on policies as compared to anticipated experience as well as unlocking adjustments as necessary. The following table identifies the effects of unlocking and true-up adjustments on international life insurance DPAC balances recorded through amortization expense for the three months ended March 31, 2017 and 2016.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Increase (Decrease) in DPAC Balance
Unlocking	$	—	—
True-up	1,590		4,310

Totals	$	1,590	4,310

True-up adjustments in the first three months of 2017 and 2016 were favorable and increased the DPAC balance on the Condensed Consolidated Balance Sheet and decreased amortization expense in current earnings by a like amount. During 2016 the Company unlocked the DPAC balance for this segment for favorable mortality, higher cost of insurance charges which had been implemented, future profit on universal life insurance riders, and increased lapse rates for disengaged countries. These prior year unlockings served to reduce the level of favorable true-up experience during the current period.

As indicated in the discussion concerning net investment income, contract interest expense includes fluctuations that are the result of the effect upon the embedded derivative for the performance of underlying equity indices associated with fixed-index universal life products. The amounts realized on purchased call options approximate the amounts the Company credits to policyholders.

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Annuity Operations

The Company's annuity operations are almost exclusively in the United States. Although some of the Company's investment contracts are available to international residents, current sales of these are small relative to total annuity sales. A comparative analysis of results of operations for the Company's annuity segment is detailed below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Premiums and other revenues:
Premiums and contract revenues	$	5,236	5,736
Net investment income	126,434		77,639
Other revenues	26		60

Total revenues	131,696		83,435

Benefits and expenses:
Life and other policy benefits	8,553		6,812
Amortization of deferred policy acquisition costs	24,017		28,104
Annuity contract interest	77,264		39,491
Other operating expenses	10,060		9,590

Total benefits and expenses	119,894		83,997

Segment earnings (loss) before Federal income taxes	11,802		(562	)
Provision (benefit) for Federal income taxes	3,956		(185	)

Segment earnings (loss)	$	7,846	(377	)

Premiums and contract charges primarily consist of surrender charge income recognized on terminated policies. The amount of the surrender charge income recognized is determined by the volume of surrendered contracts as well as the duration of each contract at the time of surrender given the pattern of declining surrender charge rates over time that is common to most annuity contracts. The Company's lapse rate for annuity contracts in the first three months of 2017 was 6.4% compared to 6.5% during the same period in 2016.

Deposits collected on annuity contracts are not reflected as revenues in the Company's Condensed Consolidated Statements of Earnings, in accordance with GAAP. Actual annuity deposits collected for the three months ended March 31, 2017 and 2016 are detailed below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Fixed-index annuities	$	144,960	154,030
Other deferred annuities	9,639		11,528
Immediate annuities	1,893		1,525

Totals	$	156,492	167,083

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Fixed-index products are more attractive for consumers when interest rate levels remain low and equity markets produce positive returns. Since the Company does not offer variable products or mutual funds, fixed-index products provide an important alternative to the Company's existing fixed interest rate annuity products. Fixed-index annuity deposits as a percentage of total annuity deposits were 93% and 92% for the three months ended March 31, 2017 and 2016, respectively. The percentage of fixed-index products of total annuity sales reflects the low interest rate environment and the ongoing bull market in equities.

As a selling inducement, some of the deferred products, including fixed-index annuity products, contain a first year interest bonus ranging from 1% to 7% depending upon the product, in addition to the base first year interest rate. Other products include a premium bonus ranging from 2% to 10% which is credited to the account balance when premiums are applied. These bonus rates are deferred in conjunction with other capitalized policy acquisition costs. The amounts deferred to be amortized over future periods amounted to approximately $4.8 million and $4.2 million during the first three months of 2017 and 2016, respectively. Amortization of deferred sales inducements is included as a component of annuity contract interest as described later in this discussion of Annuity Operations.

A detail of net investment income for annuity operations is provided below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Net investment income (excluding derivatives)	$	85,900	86,271
Derivative gain (loss)	40,534		(8,632	)

Net investment income	$	126,434	77,639

As previously described, derivatives are call options purchased to hedge the equity return component of the Company's fixed-index annuity products with any gains or losses from the sale or expiration of the options, as well as period-to-period changes in fair values, reflected in net investment income. Since the embedded derivative option in the policies is bifurcated when determining the contract reserve liability, the impact of the market value change of index options on asset values generally aligns closely with the movement of the embedded derivative liability such that the net effect upon pretax earnings is negligible (i.e. net realized and unrealized gains/(losses) included in net investment income approximate the change in contract interest associated with the corresponding embedded derivative liability change). See further discussion below regarding contract interest activity.

Consistent with the domestic and international life segments, the Company records true-up adjustments to DPAC balances each period to reflect current policy lapse or termination rates, expense levels and credited rates on policies as compared to anticipated experience as well as unlocking adjustments as necessary. The following table identifies the effects of unlocking and true-up adjustments on annuity DPAC balances recorded through amortization expense for the for the three months ended March 31, 2017 and 2016.



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Increase (Decrease) in DPAC Balance
Unlocking	$	—		—
True-up	(1,270		)	(5,810	)

Totals	$	(1,270	)	(5,810	)

No unlocking adjustments were recorded in the first three months of 2017 and 2016.

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As the true-up adjustments decreased the DPAC balances on the Condensed Consolidated Balance Sheet for the three months ended March 31, 2017 and 2016, a corresponding increase in DPAC amortization expense was recorded in the Company's Condensed Consolidated Statements of Earnings in each respective period. The decrease in the negative true-up adjustment for the Annuity line of business year-to-date compared to the prior year period is due to unlocking adjustments made during the remainder of 2016 which adjusted future profit assumptions for surrender and annuitization rates on indexed, single tier, and two tier annuities.

Annuity contract interest includes the equity component return associated with the call options purchased to hedge the Company's fixed-index annuities. The detail of fixed-index annuity contract interest as compared to contract interest for all other annuities is as follows:



	Three Months Ended March 31,
	2017			2016
	(In thousands)

Fixed-index annuities	$	40,886		16,081
All other annuities	34,864			21,018

Gross contract interest	75,750			37,099
Bonus interest deferred and capitalized	(4,783		)	(4,205	)
Bonus interest amortization	6,297			6,597

Total contract interest	$	77,264		39,491

The fluctuation in reported contract interest amounts for fixed-index annuities is driven by sales levels, the level of the business in force and the effect of positive or negative market returns of option values on projected interest credits. As noted in the discussion on Consolidated Operations, positive returns on expiring option contracts during the first quarter of 2017 lead to an increase in collected asset management fees by the Company which served to lessen the increase in contract interest relative to the option gains reported in the Company's revenues.

Annuity contract interest includes true-up adjustments for the deferred sales inducement balance. True-up adjustments for the deferred sales inducement balance are made each period similar to that done with respect to DPAC balances. For the three months ended March 31, 2017 and 2016, deferred sales inducement balances on the Condensed Consolidated Balance Sheet were reduced by $0.1 million and $1.8 million, respectively, for true-up adjustments. These adjustments are included in the above table as an addition to bonus interest amortization. Similar to the discussion concerning DPAC balances, the Company also unlocked its deferred sales inducement balance during the remainder of 2016 for surrender and annuitization rates. The 2016 prospective unlocking served to reduce the true-up adjustment in the first quarter of 2017 relative to the same period in 2016.

The majority of litigation and legal matters the Company is involved with emanate from annuity products. The $2.9 million litigation provision discussed in the Consolidated Operations section of this report was allocated to the Annuity Operations segment and is included in other operating expenses in 2016.

Other Operations

The Company's primary business encompasses its domestic and international life insurance operations and its annuity operations of National Western. However, NWLGI and National Western also have small real estate, nursing home, and other investment operations through their wholly owned subsidiaries. Nursing home operations generated $0.1 million and $0.2 million of pre-tax operating earnings in the first three months of 2017 and 2016, respectively. The remaining pre-tax earnings of $7.1 million and $4.8 million in Other Operations during the three month periods represent investment income from real estate, municipal bonds, and common and preferred equities held in subsidiary company portfolios principally for tax advantage purposes. The increase in the first quarter of 2017 from these investments reflects payoffs on certain loans having profit participation provisions in the agreements with borrowers.

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INVESTMENTS

General

The Company's investment philosophy emphasizes the careful handling of policyowners' and stockholders' funds to achieve security of principal, to obtain the maximum possible yield while maintaining security of principal, and to maintain liquidity in a measure consistent with current and long-term requirements of the Company.

The Company's overall conservative investment philosophy is reflected in the allocation of its investments, which is detailed below. The Company emphasizes investment grade debt securities.



	March 31, 2017			December 31, 2016
	Carrying Value		%	Carrying Value		%
	(In thousands)			(In thousands)

Debt securities	$	10,297,965	95.9	$	10,201,309	96.0
Mortgage loans	163,880		1.5	174,534		1.6
Policy loans	57,769		0.5	58,699		0.6
Derivatives, index options	149,848		1.4	120,644		1.1
Real estate	31,606		0.3	31,761		0.3
Equity securities	19,525		0.2	18,313		0.2
Other	22,209		0.2	22,193		0.2

Totals	$	10,742,802	100.0	$	10,627,453	100.0

Debt and Equity Securities

The Company maintains a diversified portfolio which consists mostly of corporate, mortgage-backed, and public utility fixed income securities. Investments in mortgage-backed securities primarily include U.S. Government agency pass-through securities and collateralized mortgage obligations ("CMO"). The Company's investment guidelines prescribe limitations by type of security as a percent of the total investment portfolio and all holdings were within these threshold limits. As of March 31, 2017 and December 31, 2016, the Company's debt securities portfolio consisted of the following classes of securities:



	March 31, 2017			December 31, 2016
	Carrying Value		%	Carrying Value		%
	(In thousands)			(In thousands)

Corporate	$	7,206,615	70.0	$	7,097,692	69.6
Residential mortgage-backed securities	1,384,987		13.4	1,396,426		13.7
Public utilities	1,223,997		11.9	1,218,870		11.9
State and political subdivisions	451,620		4.4	456,643		4.5
U.S. agencies	—		—	—		—
Asset-backed securities	19,072		0.2	20,009		0.2
Foreign governments	10,340		0.1	10,336		0.1
U.S. Treasury	1,334		—	1,333		—

Totals	$	10,297,965	100.0	$	10,201,309	100.0

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Substantially all of the Company's investable cash flows are directed toward the purchase of long-term debt securities. The Company's investment policy calls for investing in debt securities that are investment grade, meet quality and yield objectives, and provide adequate liquidity for obligations to policyholders. Debt securities with intermediate maturities are targeted by the Company as they more closely match the intermediate nature of the Company's policy liabilities and provide an appropriate strategy for managing cash flows. Long-term debt securities purchased to fund insurance company operations are summarized below.



	Three Months Ended March 31,			Year Ended December 31,
	2017			2016
	($ In thousands)

Cost of acquisitions	$	295,405		$	700,248
Average credit quality	A-			BBB+
Effective annual yield	3.63		%	3.38		%
Spread to treasuries	1.17		%	1.54		%
Effective duration	8.3 years			8.4 years

Rating agencies generally view mortgage-backed securities as having additional risk for insurers holding interest sensitive liabilities given the potential for asset/liability disintermediation. Consequently, the Company holds predominantly agency mortgage-backed securities. Because mortgage-backed securities are subject to prepayment and extension risk, the Company has substantially reduced these risks by investing in collateralized mortgage obligations ("CMO"), which have more predictable cash flow patterns than pass-through securities. These securities, known as planned amortization class I ("PAC I"), very accurately defined maturity ("VADM") and sequential tranches are designed to amortize in a more predictable manner than other CMO classes or pass-throughs. The Company does not purchase tranches, such as PAC II and support tranches, that subject the portfolio to greater than average prepayment risk. Using this strategy, the Company can more effectively manage and reduce prepayment and extension risks, thereby helping to maintain the appropriate matching of the Company's assets and liabilities.

In addition to diversification, an important aspect of the Company's investment approach is managing the credit quality of its investment in debt securities. Thorough credit analysis is performed on potential corporate investments including examination of a company's credit and industry outlook, financial ratios and trends, and event risks. This emphasis is reflected in the high average credit rating of the Company's debt securities portfolio with 98.4%, as of March 31, 2017, held in investment grade securities. In the table below, investments in debt securities are classified according to credit ratings by nationally recognized statistical rating organizations.



	March 31, 2017			December 31, 2016
	Carrying Value		%	Carrying Value		%
	(In thousands)			(In thousands)

AAA	$	111,215	1.1	$	97,421	1.0
AA	2,204,196		21.4	2,225,606		21.8
A	3,268,976		31.7	3,288,882		32.2
BBB	4,552,656		44.2	4,409,873		43.2
BB and other below investment grade	160,922		1.6	179,527		1.8

Totals	$	10,297,965	100.0	$	10,201,309	100.0

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The Company's investment guidelines do not allow for the purchase of below investment grade securities. The investments held in debt securities below investment grade are the result of subsequent downgrades of the securities. These holdings are further summarized below.



	Below Investment Grade Debt Securities
	Amortized Cost		Carrying Value	Fair Value	% of Invested Assets
	(In thousands, except percentages)

March 31, 2017	$	160,459	160,922	163,278	1.5	%

December 31, 2016	$	180,943	179,527	180,732	1.7	%

The Company's percentage of below investment grade securities as of March 31, 2017 compared with the percentage at December 31, 2016 decreased marginally due to the maturity and disposal of several securities. The Company's holdings of below investment grade securities are relatively small and as a percentage of total invested assets low compared to industry averages.

Holdings in below investment grade securities by category as of March 31, 2017 are summarized below, including their comparable fair value as of December 31, 2016 for those debt securities rated below investment grade at March 31, 2017. The Company continually monitors developments in these industries for issues that may affect security valuation.



	Below Investment Grade Debt Securities
	Amortized Cost		Carrying Value	Fair Value	Fair Value
Industry Category	March 31, 2017		March 31, 2017	March 31, 2017	December 31, 2016
	(In thousands)

Asset-backed securities	$	8,152	8,178	9,556	9,545
Residential mortgage-backed	1,275		1,189	1,189	1,192
Oil & gas	35,073		33,825	33,825	32,465
Manufacturing	61,345		61,836	62,176	61,241
Other	54,614		55,894	56,532	56,019

Totals	$	160,459	160,922	163,278	160,462

The Company closely monitors its below investment grade holdings by reviewing investment performance indicators, including information such as issuer operating performance, debt ratings, analyst reports and other economic factors that may affect these specific investments. While additional losses are not currently anticipated, based on the existing status and condition of these securities, continued credit deterioration of some securities or the markets in general is possible, which may result in further write-downs.

In the energy sector, oil prices incurred a precipitous drop in prices over the past several years. While it appears that prices have bottomed and come off of their lows, this downturn affected the credit quality of individual companies. At March 31, 2017 and December 31, 2016, the Company's aggregate holdings in this sector approximated $961 million and $951 million, respectively. These holdings represented debt securities issued by approximately forty companies in the oil and gas industry. The Company's oil and gas debt securities were 96.5% investment grade as of the balance sheet date and had an overall investment credit rating of BBB+. Further mitigating the risk of the Company's holdings in this sector are ample diversification by subsector (integrated, independent, pipeline, servicer, and equipment).

Generally accepted accounting principles require that investments in debt securities be written down to fair value when declines in value are judged to be other-than-temporary. Fair value is 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 (an exit price methodology). Refer to Note 10, Fair Values of Financial Instruments, of the accompanying Condensed Consolidated Financial Statements for further discussion.

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During the three months ended March 31, 2017 the Company recorded no other-than-temporary impairment credit related write-downs on debt or equity securities. See Note 9, Investments, of the accompanying Condensed Consolidated Financial Statements for further discussion. Since the Company's adoption of the GAAP guidance on the recognition and accounting for other-than-temporary impairments due to credit loss versus non-credit loss, the Company has recognized a total of $2.0 million of other-than-temporary impairments of which $1.4 million was deemed credit related and recognized as realized investment losses in earnings, and $0.6 million, net of amortization, was deemed a non-credit related impairment and recognized in other comprehensive income.

The Company is required to classify its investments in debt and equity securities into one of three categories: (a) trading securities; (b) securities available for sale; or (c) securities held to maturity. The Company purchases securities with the intent to hold to maturity and accordingly does not maintain a portfolio of trading securities. Of the remaining two categories, available for sale and held to maturity, the Company makes a determination on categorization based on various factors including the type and quality of the particular security and how it will be incorporated into the Company's overall asset/liability management strategy. As shown in the table below, at March 31, 2017, 28.9% of the Company's total debt and equity securities, based on fair values, were classified as securities available for sale. These holdings in available for sale provide flexibility to the Company to react to market opportunities and conditions and to practice active management within the portfolio to provide adequate liquidity to meet policyholder obligations and other cash needs.



	March 31, 2017
	Fair Value		Amortized Cost	Unrealized Gains (Losses)
	(In thousands)

Securities held to maturity:
Debt securities	$	7,472,191	7,277,434	194,757
Securities available for sale:
Debt securities	3,020,531		2,943,611	76,920
Equity securities	19,525		14,473	5,052

Totals	$	10,512,247	10,235,518	276,729

Asset-Backed Securities

The Company holds approximately $19.1 million in asset-backed securities as of March 31, 2017. This portfolio includes $1.4 million of manufactured housing bonds and $17.7 million of home equity loans (also referred to as subprime securities). These holdings are down from the levels held at December 31, 2016 of $1.6 million and $18.4 million, respectively. The Company does not have any holdings in collateralized bond obligations (“CBO”s), collateralized debt obligations (“CDO”s), or collateralized loan obligations (“CLO”s). Principal risks in holding asset-backed securities are structural, credit, and capital market risks. Structural risks include the securities' priority in the issuer's capital structure, the adequacy of and ability to realize proceeds from collateral and the potential for prepayments. Credit risks include corporate credit risks or consumer credit risks for financing such as subprime mortgages. Capital market risks include the general level of interest rates and the liquidity for these securities in the marketplace.

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The Company's exposure to the subprime sector is limited to investments in the senior tranches of subprime residential mortgage loans. The subprime sector is generally categorized under the asset-backed sector. This sector lends to borrowers who do not qualify for prime interest rates due to poor or insufficient credit history. The slowing housing market, rising interest rates, and relaxed underwriting standards for loans originated after 2005 resulted in higher delinquency rates and losses beginning in 2007. These events caused illiquidity in the market and volatility in the market prices of subprime securities. The housing market subsequently stabilized and an improvement in the prices of subprime securities occurred as the bond market regained more liquidity. All of the loans classified as subprime in the Company's portfolio as of March 31, 2017 were underwritten prior to 2005 as noted in the table below.



	March 31, 2017			December 31, 2016
Investment Origination Year	Carrying Value		Fair Value	Carrying Value	Fair Value
	(In thousands)

Subprime:
1998	$	1,942	2,011	2,074	2,145
2003	2,927		4,264	2,997	4,369
2004	12,782		12,794	13,382	13,401

Total	$	17,651	19,069	18,453	19,915

During the first quarter of 2017, the Company's exposure to the subprime sector was lower due to principal repayments. As of March 31, 2017, the Company held nine subprime issues of which one was rated AAA, one was rated AA, one was rated A, one was rated BBB, two were rated B, one was rated CCC, one was rated D and one was not rated.

Mortgage Loans and Real Estate

In general, the Company originates loans on high quality, income-producing properties such as shopping centers, freestanding retail stores, office buildings, industrial and sales or service facilities, selected apartment buildings, motels, and health care facilities. The location of these properties is typically in major metropolitan areas that offer a potential for property value appreciation. Credit and default risk is minimized through strict underwriting guidelines and diversification of underlying property types and geographic locations. In addition to being secured by the property, mortgage loans with leases on the underlying property are often guaranteed by the lease payments and also by the borrower. This approach has proved over time to result in quality mortgage loans with few defaults. Mortgage loan interest income is recognized on an accrual basis with any premium or discount amortized over the life of the loan. Prepayment and late fees are recorded on the date of collection.

The Company requires a minimum specified yield on mortgage loan investments determined by reference to currently available debt security instrument yields plus a desired amount of incremental basis points. During the past several years, the low interest rate environment has resulted in fewer loan opportunities being available that meet the Company's required rate of return. Beginning in 2016, the Company made a concerted effort to grow this part of its investment portfolio. Mortgage loans originated by the Company totaled $84.6 million for the year ended December 31, 2016 and slowed to $8.3 million for the three months ended March 31, 2017. Principal repayments on mortgage loans for the three months ended March 31, 2017 were $19.0 million.

Loans in foreclosure, loans considered impaired or loans past due 90 days or more are placed on a non-accrual status. If a mortgage loan is determined to be on non-accrual status, the mortgage loan does not accrue any revenue into the Condensed Consolidated Statements of Earnings. The loan is independently monitored and evaluated as to potential impairment or foreclosure. If delinquent payments are made and the loan is brought current, then the Company returns the loan to active status and accrues income accordingly. The Company has no loans past due 90 days which are accruing interest.

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The Company held net investments in mortgage loans, after allowances for possible losses, totaling $163.9 million and $174.5 million at March 31, 2017 and December 31, 2016, respectively. The diversification of the portfolio by geographic region and by property type was as follows:



	March 31, 2017					December 31, 2016
	Amount			%		Amount			%
	(In thousands)					(In thousands)

Mortgage Loans by Geographic Region:
West South Central	$	101,864		61.9		$	102,531		58.5
East North Central	21,963			13.3		26,717			15.3
East South Central	14,615			8.9		6,512			3.7
South Atlantic	14,020			8.5		14,130			8.1
Pacific	8,162			5.0		9,872			5.6
Middle Atlantic	2,270			1.4		2,288			1.3
Mountain	1,636			1.0		1,646			0.9
New England	—			—		11,488			6.6
Gross balance	164,530			100.0		175,184			100.0

Allowance for possible losses	(650		)	(0.4	)	(650		)	(0.4	)

Totals	$	163,880		99.6		$	174,534		99.6



	March 31, 2017					December 31, 2016
	Amount			%		Amount			%
	(In thousands)					(In thousands)

Mortgage Loans by Property Type:
Retail	$	79,613		48.4		$	89,947		51.3
Office	56,832			34.5		57,095			32.6
Hotel/Motel	9,619			5.9		9,708			5.6
Land/Lots	5,070			3.1		4,946			2.8
All other	13,396			8.1		13,488			7.7
Gross balance	164,530			100.0		175,184			100.0

Allowance for possible losses	(650		)	(0.4	)	(650		)	(0.4	)

Totals	$	163,880		99.6		$	174,534		99.6

The Company's direct investments in real estate are not a significant portion of its total investment portfolio. The Company also participates in several real estate joint ventures, limited partnerships, and other loans that invest primarily in income-producing retail properties. These investments have enhanced the Company's overall investment portfolio returns. The Company's real estate investments totaled approximately $31.6 million and $31.8 million at March 31, 2017 and December 31, 2016, respectively.

The Company recognized operating income of approximately $0.7 million and $0.5 million on real estate properties in the first three months of 2017 and 2016, respectively. The Company monitors the conditions and market values of these properties on a regular basis and makes repairs and capital improvements to keep the properties in good condition.

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Market Risk

Market risk is the risk of change in market values of financial instruments due to changes in interest rates, currency exchange rates, commodity prices, or equity prices. The most significant market risk exposure for National Western is interest rate risk. Substantial and sustained increases and decreases in market interest rates can affect the profitability of insurance products and fair value of investments. The yield realized on new investments generally increases or decreases in direct relationship with interest rate changes. The fair values of fixed income debt securities correlate to external market interest rate conditions as market values typically increase when market interest rates decline and decrease when market interest rates rise. However, market values may fluctuate for other reasons, such as changing economic conditions, market dislocations or increasing event-risk concerns.

Interest Rate Risk

A gradual increase in interest rates from current levels would generally be a positive development for the Company. Rate increases would be expected to provide incremental net investment income, produce increased sales of fixed rate products, and limit the potential erosion of the Company's interest rate spread on products due to minimum guaranteed crediting rates in products. Alternatively, a rise in interest rates would reduce the fair value of the Company's investment portfolio. Should long-term rates rise dramatically within a relatively short time period the Company could be exposed to disintermediation risk. Disintermediation risk is the risk that policyholders will surrender their policies in a rising interest rate environment forcing the Company to liquidate assets when they are in an unrealized loss position.

A decline in interest rates could cause certain mortgage-backed securities in the Company's portfolio to be more likely to pay down or prepay. In this situation, the Company typically will be unable to reinvest the proceeds at comparable yields. Lower interest rates will likely also cause lower net investment income, subject the Company to reinvestment rate risks, and possibly reduce profitability through reduced interest rate margins associated with products with minimum guaranteed crediting rates. Alternatively, the fair value of the Company's investment portfolio will increase when interest rates decline.

The correlation between fair values and interest rates for debt securities is reflected in the tables below.



	March 31, 2017			December 31, 2016
	(In thousands except percentages)

Debt securities - fair value	$	10,492,722		10,379,661
Debt securities - amortized cost	$	10,221,045		10,136,279
Fair value as a percentage of amortized cost	102.66		%	102.40	%
Net unrealized gain balance	$	271,677		243,382
Ten-year U.S. Treasury bond – (decrease) increase in yield for the period	(0.06		)%	0.18	%



	Net Unrealized Gain Balance
	At March 31, 2017		At December 31, 2016	Year-to-date Change in Unrealized Balance

Debt securities held to maturity	$	194,757	178,352	16,405
Debt securities available for sale	76,920		65,030	11,890

Totals	$	271,677	243,382	28,295

Changes in interest rates typically have a sizable effect on the fair values of the Company's debt securities. The market interest rate of the ten-year U.S. Treasury bond decreased approximately 6 basis points from 2.45% at year-end 2016 to 2.39% by the end of the first three months of 2017 and the Company's unrealized gain position increased $28.3 million on a portfolio with an amortized cost basis of approximately $10.2 billion. Given that the majority of the Company's debt securities are classified as held to maturity, which are recorded at amortized cost, changes in fair values have a relatively small effect on the Company's Condensed Consolidated Balance Sheet.

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The Company manages interest rate risk principally through ongoing cash flow testing as required for insurance regulatory purposes. Computer models are used to perform cash flow testing under various commonly used stress test interest rate scenarios to determine if existing assets would be sufficient to meet projected liability outflows. Sensitivity analysis allows the Company to measure the potential gain or loss in fair value of its interest-sensitive instruments and to protect its economic value and achieve a predictable spread between what is earned on invested assets and what is paid on liabilities. The Company seeks to minimize the impact of interest risk through surrender charges that are imposed to discourage policy surrenders. Interest rate changes can be anticipated in the computer models and the corresponding risk addressed by management actions affecting asset and liability instruments. However, potential changes in the values of financial instruments indicated by hypothetical interest rate changes will likely be different from actual changes experienced, and the differences could be significant.

The Company has the ability to adjust interest rates, participation rates, and asset management fees and caps, as applicable, in response to changes in investment portfolio yields for a substantial portion of its business in force. The ability to adjust these rates is subject to competitive forces in the market for the Company’s products. Surrender rates could increase and new sales could be negatively affected if crediting rates are not competitive with the rates on competing products offered by other insurance companies and financial service entities. The Company designs its products with features encouraging persistency. Interest sensitive life and annuity products have surrender and withdrawal penalty provisions. Typically, surrender charge rates gradually decrease each year the contract is in force.

The Company performed detailed sensitivity analysis as of December 31, 2016, for its interest rate-sensitive assets and liabilities. The changes in market values of the Company's debt securities in the first three months of 2017 were reasonable given the expected range of results of this analysis.

Credit Risk

The Company is exposed to credit risk through counterparties and within its investment portfolio. Credit risk relates to the uncertainty associated with an obligor's continued ability to make timely payments of principal and interest in accordance with the contractual terms of an instrument or contract. As previously discussed, the Company manages credit risk through established investment credit policies and guidelines which address the quality of creditors and counterparties, concentration limits, diversification practices and acceptable risk levels. These policies and guidelines are regularly reviewed and approved by senior management and National Western's Board of Directors.

In connection with the Company’s use of call options to hedge the equity return component of its fixed-indexed annuity and life products, the Company is exposed to the risk that a counterparty fails to perform under terms of the option contract. The Company purchases one-year option contracts from multiple counterparties and evaluates the creditworthiness of all counterparties prior to the purchase of the contracts. For consideration in contracting with a counterparty the rating required by the Company is a credit rating of “A” or higher. Accordingly, all options are purchased from nationally recognized financial institutions with a demonstrated performance for honoring their financial obligations and possessing substantial financial capacity. In addition, each counterparty is required to execute a credit support agreement obligating the counterparty to provide collateral to the Company when the fair value of the Company’s exposure to the counterparty exceeds specified amounts. Counterparty credit ratings and credit exposure are monitored continuously by the Company’s Investment Department with adjustments to collateral levels managed as incurred under the credit support agreements.

The Company is also exposed to credit spread risk related to market prices of investment securities and cash flows associated with changes in credit spreads. Credit spread tightening will reduce net investment income associated with new purchases of fixed debt securities and increase the fair value of the investment portfolio. Credit spread widening will reduce the fair value of the investment portfolio and will increase net investment income on new purchases.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity requirements are met primarily by funds provided from operations. Premium deposits and annuity considerations, investment income, and investment maturities and prepayments are the primary sources of funds while investment purchases, policy benefits in the form of claims, and payments to policyholders and contract holders in connection with surrenders and withdrawals as well as operating expenses are the primary uses of funds. To ensure the Company will be able to pay future commitments, the funds received as premium payments and deposits are invested in high quality investments, primarily fixed income securities. Funds are invested with the intent that the income from investments, plus proceeds from maturities, will meet the ongoing cash flow needs of the Company. The approach of matching asset and liability durations and yields requires an appropriate mix of investments. Although the Company historically has not been put in the position of having to liquidate invested assets to provide cash flow, its investments consist primarily of marketable debt securities that could be readily converted to cash for liquidity needs. The Company (National Western) may also borrow up to $40 million on its bank line of credit for short-term cash needs. There were no borrowings outstanding under the line of credit at March 31, 2017.

A primary liquidity concern for life insurers is the risk of an extraordinary level of early policyholder withdrawals, particularly with respect to annuity products whose funds tend to move more rapidly with interest rate changes. The Company includes provisions within its annuity and universal life insurance policies, such as surrender and market value adjustments, that help limit and discourage early withdrawals.

The actual amounts paid by product line in connection with surrenders and withdrawals for the three-month periods ended March 31, for each respective year, are noted in the table below.



	Three Months Ended March 31,
	2017		2016
	(In thousands)

Product Line:
Traditional Life	$	1,311	1,351
Universal Life	38,859		24,465
Annuities	121,664		127,117

Total	$	161,834	152,933

The above contractual withdrawals, as well as the level of surrenders experienced, were generally consistent with the Company's assumptions in asset/liability management, and the associated cash outflows did not have an adverse impact on overall liquidity. Individual life insurance policies are less susceptible to withdrawal than annuity reserves and deposit liabilities because policyholders may incur surrender charges and undergo a new underwriting process in order to obtain a new insurance policy. The increase in Universal Life payments reflects the increased termination activity associated with policyholder residents of international countries from which the Company ceased accepting new applications from in the fourth quarter of 2015. Cash flow projections and tests under various market interest rate scenarios are also performed to assist in evaluating liquidity needs and adequacy. The Company currently expects available liquidity sources and future cash flows to be more than adequate to meet the demand for funds.

Cash flows from the Company's insurance operations have historically been sufficient to meet current needs. Cash flows from operating activities were $92.4 million and $103.3 million for the three months ended March 31, 2017 and 2016, respectively. The Company also has significant cash flows from both scheduled and unscheduled investment security maturities, redemptions, and prepayments. These cash flows totaled $191.1 million and $126.9 million for the three months ended March 31, 2017 and 2016, respectively. Operating and investing activity cash flow items could be reduced if interest rates rise at an accelerated rate in the future. Net cash inflows/(outflows) from the Company's universal life and investment annuity deposit product operations totaled $(50.0) million and $(40.2) million during the three months ended March 31, 2017 and 2016, respectively.

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Capital Resources

The Company relies on stockholders' equity for its capital resources as there is no long-term debt outstanding and the Company does not anticipate the need for any long-term debt in the near future. As of March 31, 2017, the Company had no commitments beyond its normal operating and investment activities.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

It is not Company practice to enter into off-balance sheet arrangements or to issue guarantees to third parties, other than in the normal course of issuing insurance contracts. Commitments related to insurance products sold are reflected as liabilities for future policy benefits. Insurance contracts guarantee certain performances by the Company.

Insurance reserves are the means by which life insurance companies determine the liabilities that must be established to assure that future policy benefits are provided for and can be paid. These reserves are required by law and based upon standard actuarial methodologies to ensure fulfillment of commitments guaranteed to policyholders and their beneficiaries, even though the obligations may not be due for many years. Refer to Note 1 in the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for a discussion of reserving methods.

The table below summarizes future estimated cash payments under existing contractual obligations.



	Payment Due by Period
	Total		Less Than 1 Year	1 - 3 Years	3 - 5 Years	More Than 5 Years
	(In thousands)

Loan commitments	$	10,454	10,454	—	—	—
Operating lease obligations	989		217	675	97	—
Life claims payable (1)	74,426		74,426	—	—	—
Other long-term reserve liabilities reflected on the balance sheet (2)	10,758,565		935,194	1,856,858	1,678,884	6,287,629

Total	$	10,844,434	1,020,291	1,857,533	1,678,981	6,287,629

(1) Life claims payable include benefit and claim liabilities for which the Company believes the amount and timing of the payment is essentially fixed and determinable. Such amounts generally relate to incurred and reported death and critical illness claims including an estimate of claims incurred but not reported.

(2) Other long-term liabilities include estimated life and annuity obligations related to death claims, policy surrenders, policy withdrawals, maturities and annuity payments based on mortality, lapse, annuitization, and withdrawal assumptions consistent with the Company's historical experience. These estimated life and annuity obligations are undiscounted projected cash outflows that assume interest crediting and market growth consistent with assumptions used in amortizing deferred acquisition costs. They do not include any offsets for future premiums or deposits. Other long-term liabilities also include determinable payout patterns related to immediate annuities. Due to the significance of the assumptions used, the actual cash outflows will differ both in amount and timing, possibly materially, from these estimates.

CHANGES IN ACCOUNTING PRINCIPLES AND CRITICAL ACCOUNTING POLICIES

Changes in Accounting Principles

There were no changes in accounting principles during the periods reported in this Form 10-Q.

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REGULATORY AND OTHER ISSUES

Statutory Accounting Practices

Regulations that affect the Company and the insurance industry are often the result of efforts by the National Association of Insurance Commissioners ("NAIC"). The NAIC routinely publishes new regulations as model acts or laws which states subsequently adopt as part of their insurance regulations. Currently, the Company is not aware of any NAIC regulatory matter material to its operations or reporting of financial results.

Risk-Based Capital Requirements

The NAIC established risk-based capital ("RBC") requirements to help state regulators monitor the financial strength and stability of life insurers by identifying those companies that may be inadequately capitalized. Under the NAIC's requirements, each insurer must maintain its total capital above a calculated threshold or take corrective measures to achieve the threshold. The threshold of adequate capital is based on a formula that takes into account the amount of risk each company faces on its products and investments. The RBC formula takes into consideration four major areas of risk which are: (i) asset risk which primarily focuses on the quality of investments; (ii) insurance risk which encompasses mortality and morbidity risk; (iii) interest rate risk which involves asset/liability matching issues; and (iv) other business risks. Statutory laws prohibit public dissemination of certain RBC information. However, current statutory capital and surplus is significantly in excess of the threshold RBC requirements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

This information is included in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Investments in Debt and Equity Securities section.

ITEM 4. CONTROLS AND PROCEDURES

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

During the quarter ended March 31, 2017, the Company converted its annuity in force policies to its previously implemented internally developed policy administration system and began processing of policy transactions on such business. This constitutes a change in the Company's internal controls over financial reporting as defined in Rules 13a-15(f) and 15d-15(e) under the Exchange Act. Prior to implementation, the Company performed model office testing encompassing the new processes and procedures to be employed using the new system and defined its internal controls with respect to such processing in this environment. During the course of the quarter ended March 31, 2017, management continued to perform post-implementation testing and analysis of the processing and internal controls implemented and determined that the change did not materially affect the Company's internal controls over financial reporting such that the information required to reported and disclosed in its reports under the Exchange Act was adversely impacted. Internal controls over financial reporting change as the Company modifies or enhances its systems and processes to meet business needs. Any significant changes in controls are evaluated prior to implementation to help ensure continued effectiveness of internal controls and the control environment.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Note 8(A) "Legal Proceedings" of the accompanying Condensed Consolidated Financial Statements included in this Form 10-Q.

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ITEM 1A. RISK FACTORS

There have been no substantial changes relative to the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective August 22, 2008, National Western adopted and implemented a limited stock buy-back program associated with the company's 2008 Incentive Plan which provides Option Holders the additional alternative of selling shares acquired through the exercise of options directly back to the company. This program succeeded a similar buy-back program implemented March 10, 2006 associated with the company's 1995 Stock Option and Incentive Plan. Option Holders may elect to sell such acquired shares back to the company at any time within ninety (90) days after the exercise of options at the prevailing market price as of the date of notice of election. These plans and programs were assumed by National Western Life Group, Inc. from National Western in 2015 pursuant to the terms of the holding company reorganization.

The following table sets forth the Company's repurchase of its Class A common shares from Option Holders for the quarter ended March 31, 2017.



Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May yet Be Purchased Under the Plans or Programs

January 1, 2017 through January 31, 2017	—	—	N/A	N/A
February 1, 2017 through February 28, 2017	—	—	N/A	N/A
March 1, 2017 through March 31, 2017	100	$308.80	N/A	N/A

Total	100	$308.80	N/A	N/A

Purchased shares are reported in the Company's Condensed Consolidated Financial Statements as authorized and unissued.

ITEM 4. Removed and Reserved.

ITEM 6. EXHIBITS


(a)	Exhibits



Exhibit 31(a)	-	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(b)	-	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(a)	-	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

NATIONAL WESTERN LIFE GROUP, INC.

(Registrant)



Date:	May 9, 2017	/S/ Ross R. Moody
		Ross R. Moody
		Chairman of the Board, President and
		Chief Executive Officer
		(Authorized Officer)




Date:	May 9, 2017	/S/ Brian M. Pribyl
		Brian M. Pribyl
		Senior Vice President,
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)
		(Principal Accounting Officer)