Annual Statements Open main menu

ASSURANT, INC. - Quarter Report: 2012 March (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended March 31, 2012

OR

 

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

For the transition period from                    to                     

 

 

Assurant, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31978   39-1126612

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

One Chase Manhattan Plaza, 41st Floor

New York, New York 10005

(212) 859-7000

(Address, including zip code, and telephone number, including

area code, of Registrant’s Principal Executive Offices)

 

 

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  þ    NO  ¨

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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  þ    NO  ¨

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

 

Large accelerated filer   þ    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  þ

The number of shares of the registrant’s Common Stock outstanding at April 25, 2012 was 85,750,281.

 

 

 


Table of Contents

ASSURANT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

TABLE OF CONTENTS

 

Item

Number

       Page
Number
 

PART I

FINANCIAL INFORMATION

  

  

1.

 

Financial Statements of Assurant, Inc.:

  
 

Consolidated Balance Sheets (unaudited) at March 31, 2012 and December 31, 2011

     2   
 

Consolidated Statement of Operations (unaudited) for the three months ended March 31, 2012 and 2011

     4   
 

Consolidated Statement of Comprehensive Income for the three months ended March 31, 2012 and 2011

     5   
 

Consolidated Statement of Changes in Stockholders’ Equity (unaudited) from December 31, 2011 through March 31, 2012

     6   
 

Consolidated Statement of Cash Flows (unaudited) for the three months ended March 31, 2012 and 2011

     7   
 

Notes to Consolidated Financial Statements (unaudited) for the three months ended March 31, 2012 and 2011

     8   

2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     37   

3.

 

Quantitative and Qualitative Disclosures About Market Risk

     55   

4.

 

Controls and Procedures

     55   

PART II

OTHER INFORMATION

  

  

1.

 

Legal Proceedings

     56   

1A.

 

Risk Factors

     56   

2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     58   

6.

 

Exhibits

     59   
 

Signatures

     60   

Amounts are presented in United States of America (“U.S.”) dollars and all amounts are in thousands, except number of shares and per share amounts.

 

1


Table of Contents

Assurant, Inc.

Consolidated Balance Sheets (unaudited)

At March 31, 2012 and December 31, 2011

 

 

     March 31,
2012
     December 31,
2011
 
     (in thousands except number of
shares and per share amounts)
 

Assets

     

Investments:

     

Fixed maturity securities available for sale, at fair value (amortized cost—$10,242,978 in 2012 and $10,123,429 in 2011)

   $ 11,322,109       $ 11,192,599   

Equity securities available for sale, at fair value (cost—$359,672 in 2012 and $357,411 in 2011)

     386,768         362,376   

Commercial mortgage loans on real estate, at amortized cost

     1,313,232         1,309,687   

Policy loans

     54,311         54,192   

Short-term investments

     383,716         441,383   

Collateral held/pledged under securities agreements

     94,125         95,221   

Other investments

     579,531         570,707   
  

 

 

    

 

 

 

Total investments

     14,133,792         14,026,165   
  

 

 

    

 

 

 

Cash and cash equivalents

     1,064,815         1,166,713   

Premiums and accounts receivable, net

     672,200         649,122   

Reinsurance recoverables

     5,429,517         5,411,064   

Accrued investment income

     163,394         153,783   

Deferred acquisition costs

     2,558,410         2,492,857   

Property and equipment, at cost less accumulated depreciation

     236,465         242,908   

Deferred income taxes, net

     18,384         44,280   

Goodwill

     640,098         639,097   

Value of business acquired

     68,798         71,014   

Other intangible assets, net

     303,611         303,832   

Other assets

     122,602         124,298   

Assets held in separate accounts

     1,842,782         1,694,729   
  

 

 

    

 

 

 

Total assets

   $ 27,254,868       $ 27,019,862   
  

 

 

    

 

 

 

See the accompanying notes to the consolidated financial statements

 

2


Table of Contents

Assurant, Inc.

Consolidated Balance Sheets (unaudited)

At March 31, 2012 and December 31, 2011

 

 

     March 31,
2012
    December 31,
2011
 
     (in thousands except number of
shares and per share amounts)
 

Liabilities

    

Future policy benefits and expenses

   $ 8,456,509      $ 8,359,206   

Unearned premiums

     5,564,783        5,482,017   

Claims and benefits payable

     3,384,177        3,437,119   

Commissions payable

     211,534        260,022   

Reinsurance balances payable

     113,115        130,144   

Funds held under reinsurance

     63,723        64,413   

Deferred gain on disposal of businesses

     129,412        134,033   

Obligation under securities agreements

     94,290        95,494   

Accounts payable and other liabilities

     1,403,645        1,486,026   

Tax payable

     53,700        30,431   

Debt

     972,308        972,278   

Liabilities related to separate accounts

     1,842,782        1,694,729   
  

 

 

   

 

 

 

Total liabilities

     22,289,978        22,145,912   
  

 

 

   

 

 

 

Commitments and contingencies (Note 13)

    

Stockholders’ equity

    

Common stock, par value $0.01 per share, 800,000,000 shares authorized, 86,508,372 and 88,524,374 shares outstanding at March 31, 2012 and December 31, 2011, respectively

     1,463        1,464   

Additional paid-in capital

     3,028,816        3,025,477   

Retained earnings

     3,734,103        3,586,784   

Accumulated other comprehensive income

     597,216        557,576   

Treasury stock, at cost; 59,851,178 and 57,433,178 shares at March 31, 2012 and December 31, 2011, respectively

     (2,396,708     (2,297,351
  

 

 

   

 

 

 

Total stockholders’ equity

     4,964,890        4,873,950   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 27,254,868      $ 27,019,862   
  

 

 

   

 

 

 

See the accompanying notes to the consolidated financial statements

 

3


Table of Contents

Assurant, Inc.

Consolidated Statements of Operations (unaudited)

Three Months Ended March 31, 2012 and 2011

 

 

     Three Months Ended March 31,  
     2012     2011  
     (in thousands except number of
shares and per share amounts)
 

Revenues

    

Net earned premiums and other considerations

   $ 1,777,061      $ 1,762,012   

Net investment income

     172,295        171,873   

Net realized gains on investments, excluding other-than-temporary impairment losses

     9,383        5,357   

Total other-than-temporary impairment losses

     (1,936     (1,955

Portion of net loss recognized in other comprehensive income, before taxes

     97        375   
  

 

 

   

 

 

 

Net other-than-temporary impairment losses recognized in earnings

     (1,839     (1,580

Amortization of deferred gain on disposal of businesses

     4,621        5,134   

Fees and other income

     111,403        93,875   
  

 

 

   

 

 

 

Total revenues

     2,072,924        2,036,671   
  

 

 

   

 

 

 

Benefits, losses and expenses

    

Policyholder benefits

     856,358        893,028   

Amortization of deferred acquisition costs and value of business acquired

     341,758        325,540   

Underwriting, general and administrative expenses

     610,084        588,546   

Interest expense

     15,076        15,131   
  

 

 

   

 

 

 

Total benefits, losses and expenses

     1,823,276        1,822,245   
  

 

 

   

 

 

 

Income before provision for income taxes

     249,648        214,426   

Provision for income taxes

     86,388        73,675   
  

 

 

   

 

 

 

Net income

   $ 163,260      $ 140,751   
  

 

 

   

 

 

 

Earnings Per Share

    

Basic

   $ 1.84      $ 1.39   

Diluted

   $ 1.81      $ 1.38   

Dividends per share

   $ 0.18      $ 0.16   

Share Data

    

Weighted average shares outstanding used in basic per share calculations

     88,772,845        101,194,814   

Plus: Dilutive securities

     1,296,252        780,001   
  

 

 

   

 

 

 

Weighted average shares used in diluted per share calculations

     90,069,097        101,974,815   
  

 

 

   

 

 

 

See the accompanying notes to the consolidated financial statements

 

4


Table of Contents

Assurant, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

Three Months Ended March 31, 2012 and 2011

 

 

     Three Months Ended March 31,  
     2012      2011  
     (in thousands)  

Net income

   $ 163,260       $ 140,751   
  

 

 

    

 

 

 

Other comprehensive income:

     

Change in unrealized gains on securities, net of taxes of $(9,442) and $3,569, respectively

     18,196         (12,699

Change in other-than-temporary impairment gains recognized in other comprehensive income, net of taxes of $(1,596) and $(2,231), respectively

     2,965         4,143   

Changes in foreign currency translation, net of taxes of $(2,683) and $(3,891), respectively

     14,741         16,541   

Amortization of pension and postretirement unrecognized net periodic benefit cost and change in funded status, net of taxes of $(2,012) and $(1,565), respectively

     3,738         2,885   
  

 

 

    

 

 

 

Total other comprehensive income

     39,640         10,870   
  

 

 

    

 

 

 

Total comprehensive income

   $ 202,900       $ 151,621   
  

 

 

    

 

 

 

See the accompanying notes to the consolidated financial statements

 

5


Table of Contents

Assurant, Inc.

Consolidated Statement of Stockholders’ Equity (unaudited)

From December 31, 2011 through March 31, 2012

 

 

     Common
Stock
    Additional
Paid-in
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income
     Treasury
Stock
    Total  
     (in thousands)  

Balance, December 31, 2011, as previously reported

   $ 1,464      $ 3,025,477      $ 3,742,479      $ 554,867       $ (2,297,351   $ 5,026,936   

Cumulative effect of adjustment resulting from new accounting guidance

     0        0        (155,695     2,709         0        (152,986
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Adjusted balance, December 31, 2011

     1,464        3,025,477        3,586,784        557,576         (2,297,351     4,873,950   

Stock plan exercises

     (1     (4,102     0        0         0        (4,103

Stock plan compensation expense

     0        8,967        0        0         0        8,967   

Change in tax benefit from share-based payment arrangements

     0        (1,526     0        0         0        (1,526

Dividends

     0        0        (15,941     0         0        (15,941

Acquisition of common stock

     0        0        0        0         (99,357     (99,357

Net income

     0        0        163,260        0         0        163,260   

Other comprehensive income

     0        0        0        39,640         0        39,640   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance, March 31, 2012

   $ 1,463      $ 3,028,816      $ 3,734,103      $ 597,216       $ (2,396,708   $ 4,964,890   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

See the accompanying notes to the consolidated financial statements

 

6


Table of Contents

Assurant, Inc.

Consolidated Statements of Cash Flows (unaudited)

Three Months Ended March 31, 2012 and 2011

 

 

     Three Months Ended
March 31,
 
     2012     2011  
     (in thousands)  

Net cash provided by operating activities

   $ 1,021      $ 183,626   
  

 

 

   

 

 

 

Investing activities

    

Sales of:

    

Fixed maturity securities available for sale

     417,798        298,041   

Equity securities available for sale

     50,373        2,183   

Other invested assets

     6,797        4,454   

Property and equipment and other

     1,811        34   

Maturities, prepayments, and scheduled redemption of:

    

Fixed maturity securities available for sale

     290,834        275,168   

Commercial mortgage loans on real estate

     15,789        23,140   

Purchases of:

    

Fixed maturity securities available for sale

     (739,677     (665,307

Equity securities available for sale

     (54,043     (12,301

Commercial mortgage loans on real estate

     (20,260     (28,891

Other invested assets

     (6,528     (13,605

Property and equipment and other

     (7,126     (6,213

Change in short-term investments

     61,650        (75,881

Change in policy loans

     (46     317   

Change in collateral held/pledged under securities agreements

     1,204        32,411   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     18,576        (166,450
  

 

 

   

 

 

 

Financing activities

    

Repayment of mandatorily redeemable preferred stock

     0        (5,000

Change in tax benefit from share-based payment arrangements

     (1,526     (549

Acquisition of common stock

     (103,629     (175,594

Dividends paid

     (15,941     (16,122

Change in obligation under securities agreements

     (1,204     (32,411

Change in receivables under securities loan agreements

     0        (168,951

Change in obligations to return borrowed securities

     0        167,557   
  

 

 

   

 

 

 

Net cash used in financing activities

     (122,300     (231,070
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     805        3,812   
  

 

 

   

 

 

 

Change in cash and cash equivalents

     (101,898     (210,082

Cash and cash equivalents at beginning of period

     1,166,713        1,150,516   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,064,815      $ 940,434   
  

 

 

   

 

 

 

See the accompanying notes to the consolidated financial statements

 

7


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

1. Nature of Operations

Assurant, Inc. (the “Company”) is a holding company whose subsidiaries provide specialized insurance products and related services in North America and select worldwide markets.

The Company is traded on the New York Stock Exchange under the symbol AIZ.

Through its operating subsidiaries, the Company provides debt protection administration, credit-related insurance, warranties and service contracts, pre-funded funeral insurance, lender-placed homeowners insurance, manufactured housing homeowners insurance, individual health and small employer group health insurance, group dental insurance, group disability insurance, and group life insurance.

2. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by GAAP for complete financial statements.

On January 1, 2012, the Company adopted the amendments to existing guidance on accounting for costs associated with acquiring or renewing insurance contracts. This guidance was adopted retrospectively and has been applied to all prior period financial information contained in these consolidated financial statements.

The interim financial data as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 is unaudited; in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods. The unaudited interim consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the 2012 presentation.

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the rules and regulations thereunder (together, “the Affordable Care Act”) was signed into law in March 2010. One provision of the Affordable Care Act, effective January 1, 2011, established a minimum medical loss ratio (“MLR”) designed to ensure that a minimum level of benefits are paid to health insurance policyholders. The Affordable Care Act established an MLR of 80% for individual and small group business and 85% for large group business. If the actual loss ratios, calculated in a manner prescribed by the Department of Health and Human Services (“HHS”), are less than the required MLR, rebates are payable to the policyholders by August 1 of the subsequent year.

Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

3. Recent Accounting Pronouncements

Recent Accounting Pronouncements—Adopted

On January 1, 2012, the Company adopted the guidance on fair value measurement. This amended guidance changes certain fair value measurement principles and expands required disclosures to include quantitative and qualitative information about unobservable inputs in Level 3 measurements to achieve common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards (“IFRS”). The adoption of this guidance did not have an impact on the Company’s financial position or results of operations.

 

8


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

On January 1, 2012, the Company adopted the amendments to existing guidance on accounting for costs associated with acquiring or renewing insurance contracts. The amendments modified the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts. Under this amended guidance, only direct incremental costs associated with successful insurance contract acquisitions or renewals are deferrable. This guidance was adopted retrospectively and has been applied to all prior period financial information contained in these consolidated financial statements. As of January 1, 2011, the beginning of the earliest period presented, the cumulative effect adjustment recorded to reflect this guidance resulted in a decrease of $148,811 in retained earnings, an increase of $1,411 in accumulated other comprehensive income and a decrease of $147,400 in total stockholders’ equity.

The effect of adoption of this new guidance on the December 31, 2011 consolidated balance sheet was as follows:

 

     As Previously
Reported
     Effect of Change     As Currently
Reported
 

Deferred acquisition costs

   $ 2,632,720       $ (139,863   $ 2,492,857   

Deferred income taxes, net

     0         44,280        44,280   

Total assets

     27,115,445         (95,583     27,019,862   

Future policy benefits and expenses

     8,269,343         89,863        8,359,206   

Deferred income taxes, net

     32,460         (32,460     0   

Total liabilities

     22,088,509         57,403        22,145,912   

Retained earnings

     3,742,479         (155,695     3,586,784   

Accumulated other comprehensive income

     554,867         2,709        557,576   

Total stockholders’ equity

     5,026,936         (152,986     4,873,950   

Total liabilities and stockholders’ equity

     27,115,445         (95,583     27,019,862   

The effect of adoption of this new guidance on the consolidated statement of operations for the three months ended March 31, 2011 was as follows:

 

     As Previously
Reported
     Effect of Change     As Currently
Reported
 

Policyholder benefits

   $ 894,510       $ (1,482   $ 893,028   

Amortization of deferred acquisition costs and value of business acquired

     354,600         (29,060     325,540   

Underwriting, general and administrative expenses

     557,801         30,745        588,546   

Total benefits, losses and expenses

     1,822,042         203        1,822,245   

Income before provision for income taxes

     214,629         (203     214,426   

Provision for income taxes

     72,888         787        73,675   

Net income

     141,741         (990     140,751   

Earnings per share

       

Basic

     1.40         (0.01     1.39   

Diluted

     1.39         (0.01     1.38   

Recent Accounting Pronouncements—Not Yet Adopted

In July 2011, Financial Accounting Standards Board (“FASB’) issued amendments to the other expenses guidance to address how health insurers should recognize and classify in their income statements fees mandated by the Affordable Care Act. The Affordable Care Act imposes an annual fee on health insurers for each calendar year beginning on or after January 1, 2014. The amendments specify that the liability for the fee should be estimated and recorded in full once the entity provides qualifying health

 

9


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

insurance in the applicable calendar year in which the fee is payable with a corresponding deferred cost that is amortized to expense ratably over the calendar year during which it is payable. The guidance is effective for calendar years beginning after December 31, 2013, when the fee initially becomes effective. Therefore, the Company is required to adopt this guidance on January 1, 2014. The Company is currently evaluating the requirements of the amendments and the potential impact on the Company’s financial position and results of operations.

4. Investments

The following tables show the cost or amortized cost, gross unrealized gains and losses, fair value and other-than-temporary impairment (“OTTI”) of our fixed maturity and equity securities as of the dates indicated:

 

     March 31, 2012  
     Cost or
Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Fair Value      OTTI in
AOCI
 

Fixed maturity securities:

             

United States Government and government agencies and authorities

   $ 169,393       $ 7,513       $ (443   $ 176,463       $ 0   

States, municipalities and political subdivisions

     814,911         94,515         (236     909,190         0   

Foreign governments

     624,928         71,052         (1,350     694,630         0   

Asset-backed

     31,004         1,963         (569     32,398         1,105   

Commercial mortgage-backed

     80,442         6,107         0        86,549         0   

Residential mortgage-backed

     818,054         56,724         (709     874,069         10,133   

Corporate

     7,704,246         870,429         (25,865     8,548,810         16,994   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total fixed maturity securities

   $ 10,242,978       $ 1,108,303       $ (29,172   $ 11,322,109       $ 28,232   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Equity securities:

             

Common stocks

   $ 13,853       $ 3,110       $ (11   $ 16,952       $ 0   

Non-redeemable preferred stocks

     345,819         34,514         (10,517     369,816         0   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total equity securities

   $ 359,672       $ 37,624       $ (10,528   $ 386,768       $ 0   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

10


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

     December 31, 2011  
     Cost or
Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Fair Value      OTTI in
AOCI
 

Fixed maturity securities:

             

United States Government and government agencies and authorities

   $ 148,379       $ 8,987       $ (26   $ 157,340       $ 0   

States, municipalities and political subdivisions

     832,788         96,536         (301     929,023         0   

Foreign governments

     647,133         78,148         (1,368     723,913         0   

Asset-backed

     30,681         2,072         (320     32,433         1,118   

Commercial mortgage-backed

     82,184         5,840         0        88,024         0   

Residential mortgage-backed

     841,488         56,364         (633     897,219         8,240   

Corporate

     7,540,776         882,628         (58,757     8,364,647         14,313   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total fixed maturity securities

   $ 10,123,429       $ 1,130,575       $ (61,405   $ 11,192,599       $ 23,671   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Equity securities:

             

Common stocks

   $ 14,037       $ 2,018       $ (54   $ 16,001       $ 0   

Non-redeemable preferred stocks

     343,374         28,141         (25,140     346,375         0   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total equity securities

   $ 357,411       $ 30,159       $ (25,194   $ 362,376       $ 0   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Our states, municipalities and political subdivisions holdings are highly diversified across the U.S, and Puerto Rico, with no individual state’s exposure (including both general obligation and revenue securities) exceeding 0.5% of the overall investment portfolio as of March 31, 2012 and December 31, 2011. At March 31, 2012 and December 31, 2011, the securities include general obligation and revenue bonds issued by states, cities, counties, school districts and similar issuers, including $163,476 and $164,347, respectively, of advance refunded or escrowed-to-maturity bonds (collectively referred to as “pre-refunded bonds”), which are bonds for which an irrevocable trust has been established to fund the remaining payments of principal and interest. As of March 31, 2012 and December 31, 2011, revenue bonds account for 51% of the holdings. Excluding pre-refunded bonds, sales tax, highway, transit, water, and miscellaneous (which includes bond banks, finance authorities and appropriations) provide for 80% and 79% of the revenue sources, as of March 31, 2012 and December 31, 2011, respectively.

The Company’s investments in foreign government fixed maturity securities are held mainly in countries and currencies where the Company has policyholder liabilities, which allow the assets and liabilities to be more appropriately matched. At March 31, 2012 and December 31, 2011, approximately 64%, 15%, 8% and 63%, 13%, 7% of the foreign government securities were held in the Canadian government/provincials and the governments of Brazil and Germany, respectively. No other country represented more than 5% of our foreign government securities as of March 31, 2012 and December 31, 2011.

The Company has European investment exposure in its corporate fixed maturity and equity securities of $933,358 with an unrealized gain of $73,619 at March 31, 2012 and $868,012 with an unrealized gain of $61,387 at December 31, 2011. Approximately 31% of the corporate European exposure is held in the financial industry at March 31, 2012 and December 31, 2011. No European country represented more than 5% of the fair value of our corporate securities as of March 31, 2012 and December 31, 2011. Approximately 5% of the fair value of the corporate European securities are pound and euro-denominated and are not hedged to U.S. dollars, but held to support those foreign-denominated liabilities. Our international investments are managed as part of our overall portfolio with the same approach to risk management and focus on diversification.

 

11


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

The cost or amortized cost and fair value of fixed maturity securities at March 31, 2012 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

 

     Cost or Amortized
Cost
     Fair Value  

Due in one year or less

   $ 345,968       $ 352,084   

Due after one year through five years

     2,125,893         2,257,255   

Due after five years through ten years

     2,527,332         2,745,047   

Due after ten years

     4,314,285         4,974,707   
  

 

 

    

 

 

 

Total

     9,313,478         10,329,093   

Asset-backed

     31,004         32,398   

Commercial mortgage-backed

     80,442         86,549   

Residential mortgage-backed

     818,054         874,069   
  

 

 

    

 

 

 

Total

   $ 10,242,978       $ 11,322,109   
  

 

 

    

 

 

 

The following table summarizes the proceeds from sales of available-for-sale securities and the gross realized gains and gross realized losses that have been included in earnings as a result of those sales.

 

     For the Three Months
Ended
March 31,
 
     2012      2011  

Proceeds from sales

   $ 468,591       $ 322,589   

Gross realized gains

     15,532         8,243   

Gross realized losses

     6,569         3,852   

The following table sets forth the net realized gains (losses), including OTTI, recognized in the statements of operations as follows:

 

     Three Months Ended
March 31,
 
     2012     2011  

Net realized gains (losses) related to sales and other:

    

Fixed maturity securities

   $ 12,205      $ 6,333   

Equity securities

     (3,078     (255

Other investments

     256        (721
  

 

 

   

 

 

 

Total net realized gains related to sales and other

     9,383        5,357   
  

 

 

   

 

 

 

Net realized losses related to other-than-temporary impairments:

    

Fixed maturity securities

     (1,283     (1,560

Equity securities

     (226     (20

Other investments

     (330     0   
  

 

 

   

 

 

 

Total net realized losses related to other-than-temporary impairments

     (1,839     (1,580
  

 

 

   

 

 

 

Total net realized gains

   $ 7,544      $ 3,777   
  

 

 

   

 

 

 

 

12


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Other-Than-Temporary Impairments

The Company follows the OTTI guidance which requires entities to separate an OTTI of a debt security into two components when there are credit related losses associated with the impaired debt security for which the Company asserts that it does not have the intent to sell, and it is more likely than not that it will not be required to sell before recovery of its cost basis. Under the OTTI guidance, the amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other, non-credit, factors (e.g., interest rates, market conditions, etc.) is recorded as a component of other comprehensive income. In instances where no credit loss exists but the Company intends to sell the security or it is more likely than not that the Company will have to sell the debt security prior to the anticipated recovery, the decline in market value below amortized cost is recognized as an OTTI in earnings. In periods after the recognition of an OTTI on debt securities, the Company accounts for such securities as if they had been purchased on the measurement date of the OTTI at an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. For debt securities for which OTTI was recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be accreted or amortized into net investment income.

For the three months ended March 31, 2012 and 2011, the Company recorded $1,936 and $1,955, respectively, of OTTI, of which $1,839 and $1,580, respectively, was related to credit losses and recorded as net OTTI losses recognized in earnings, with the remaining $97 and $375, respectively, related to all other factors and recorded as an unrealized loss component of AOCI.

The following tables set forth the amount of credit loss impairments recognized within the results of operations on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in AOCI, and the corresponding changes in such amounts.

 

     Three months ended March 31,  
     2012     2011  

Balance, January 1

   $ 103,090      $ 105,245   

Additions for credit loss impairments recognized in the current period on securities not previously impaired

     0        1,455   

Additions for credit loss impairments recognized in the current period on securities previously impaired

     56        104   

Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security

     (215     (134

Reductions for credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period

     (578     (1,697
  

 

 

   

 

 

 

Balance, March 31

   $ 102,353      $ 104,973   
  

 

 

   

 

 

 

We regularly monitor our investment portfolio to ensure investments that may be other-than-temporarily impaired are identified in a timely fashion, properly valued, and charged against earnings in the proper period. The determination that a security has incurred an other-than-temporary decline in value requires the judgment of management. Assessment factors include, but are not limited to, the length of time and the extent to which the market value has been less than cost, the financial condition and rating of the issuer, whether any collateral is held, the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery for equity securities and the intent to sell or whether it is more likely than not that the Company will be required to sell for fixed maturity securities. Inherently, there are risks and uncertainties involved in making these judgments. Changes in circumstances and critical assumptions such as a continued weak economy, a more pronounced economic downturn or unforeseen events which affect one or more companies, industry sectors, or countries could result in additional impairments in future periods for other-than-temporary declines in value. Any equity security whose price decline is deemed other-than-temporary is written down to its then current market value with the amount of the impairment reported as a realized loss in that period. The impairment of a fixed maturity security that the Company has the intent to sell or that it is more likely than not that the Company will be required to sell is deemed other-than-temporary and is written down to its market value at the balance sheet date with the amount of the impairment reported as a realized loss in that period. For all other-than-temporarily impaired fixed maturity securities that do not meet either of these two criteria, the Company is required to analyze its ability to recover the amortized cost of the security by calculating the net present value of projected future cash flows. For these other-than-temporarily impaired fixed maturity securities, the net amount recognized in earnings is equal to the difference between the amortized cost of the fixed maturity security and its net present value.

 

13


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

The Company considers different factors to determine the amount of projected future cash flows and discounting methods for corporate debt and residential and commercial mortgage-backed or asset-backed securities. For corporate debt securities, the split between the credit and non-credit losses is driven principally by assumptions regarding the amount and timing of projected future cash flows. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the security at the date of acquisition. For residential and commercial mortgage-backed and asset-backed securities, cash flow estimates, including prepayment assumptions, are based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates vary based on assumptions regarding the underlying collateral including default rates, recoveries and changes in value. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the fixed maturity security prior to impairment at the balance sheet date. The discounted cash flows become the new amortized cost basis of the fixed maturity security.

In periods subsequent to the recognition of an OTTI, the Company generally accretes the discount (or amortizes the reduced premium) into net investment income, up to the non-discounted amount of projected future cash flows, resulting from the reduction in cost basis, based upon the amount and timing of the expected future cash flows over the estimated period of cash flows.

The investment category and duration of the Company’s gross unrealized losses on fixed maturity securities and equity securities at March 31, 2012 and December 31, 2011 were as follows:

 

     March 31, 2012  
     Less than 12 months     12 Months or More     Total  
     Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
 

Fixed maturity securities:

               

United States Government and government agencies and authorities

   $ 55,918       $ (443   $ 0       $ 0      $ 55,918       $ (443

States, municipalities and political subdivisions

     0         0        4,424         (236     4,424         (236

Foreign governments

     19,449         (143     9,234         (1,207     28,683         (1,350

Asset-backed

     2,454         (569     0         0        2,454         (569

Residential mortgage-backed

     57,285         (658     2,056         (51     59,341         (709

Corporate

     590,641         (12,469     157,337         (13,396     747,978         (25,865
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total fixed maturity securities

   $ 725,747       $ (14,282   $ 173,051       $ (14,890   $ 898,798       $ (29,172
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Equity securities:

               

Common stocks

   $ 690       $ (11   $ 0       $ 0      $ 690       $ (11

Non-redeemable preferred stocks

     33,682         (626     68,830         (9,891     102,512         (10,517
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total equity securities

   $ 34,372       $ (637   $ 68,830       $ (9,891   $ 103,202       $ (10,528
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

14


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

     December 31, 2011  
     Less than 12 months     12 Months or More     Total  
     Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
 

Fixed maturity securities:

               

United States Government and government agencies and authorities

   $ 8,852       $ (26   $ 0       $ 0      $ 8,852       $ (26

States, municipalities and political subdivisions

     0         0        5,503         (301     5,503         (301

Foreign governments

     31,125         (150     9,443         (1,218     40,568         (1,368

Asset-backed

     2,624         (320     0         0        2,624         (320

Residential mortgage-backed

     43,141         (513     2,368         (120     45,509         (633

Corporate

     718,815         (32,899     176,279         (25,858     895,094         (58,757
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total fixed maturity securities

   $ 804,557       $ (33,908   $ 193,593       $ (27,497   $ 998,150       $ (61,405
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Equity securities:

               

Common stocks

   $ 1,174       $ (54   $ 0       $ 0      $ 1,174       $ (54

Non-redeemable preferred stocks

     51,577         (4,499     85,704         (20,641     137,281         (25,140
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total equity securities

   $ 52,751       $ (4,553   $ 85,704       $ (20,641   $ 138,455       $ (25,194
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total gross unrealized losses represent less than 4% and 8% of the aggregate fair value of the related securities at March 31, 2012 and December 31, 2011, respectively. Approximately 38% and 44% of these gross unrealized losses have been in a continuous loss position for less than twelve months at March 31, 2012 and December 31, 2011, respectively. The total gross unrealized losses are comprised of 336 and 389 individual securities at March 31, 2012 and December 31, 2011, respectively. In accordance with its policy described above, the Company concluded that for these securities an adjustment to its results of operations for other-than-temporary impairments of the gross unrealized losses was not warranted at March 31, 2012 and December 31, 2011. These conclusions are based on a detailed analysis of the underlying credit and expected cash flows of each security. As of March 31, 2012, the gross unrealized losses that have been in a continuous loss position for twelve months or more were concentrated in the Company’s corporate fixed maturity securities and in non-redeemable preferred stocks. Within the Company’s fixed maturity securities, the majority of the loss position relates to securities in the financial industry sector. For these concentrations, gross unrealized losses of twelve months or more were $20,526, or 83%, of the total. The non-redeemable preferred stocks are perpetual preferred securities that have characteristics of both debt and equity securities. To evaluate these securities, we apply an impairment model similar to that used for our fixed maturity securities. As of March 31, 2012, the Company did not intend to sell these securities and it was not more likely than not that the Company would be required to sell them and no underlying cash flow issues were noted. Therefore, we did not recognize an OTTI on those perpetual preferred securities that had been in a continuous unrealized loss position for twelve months or more. As of March 31, 2012, the Company did not intend to sell the fixed maturity securities and it was not more likely than not that the Company would be required to sell the securities before the anticipated recovery of their amortized cost basis. The gross unrealized losses are primarily attributable to widening credit spreads associated with an underlying shift in overall credit risk premium.

The Company has made commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the U.S. and Canada. At March 31, 2012, approximately 39% of the outstanding principal balance of commercial mortgage loans was concentrated in the states of California, New York, and Utah. Although the Company has a diversified loan portfolio, an economic downturn could have an adverse impact on the ability of its debtors to repay their loans. The outstanding balance of commercial mortgage loans range in size from $17 to $16,200 at March 31, 2012 and from $36 to $16,285 at December 31, 2011.

Credit quality indicators for commercial mortgage loans are loan-to-value and debt-service coverage ratios. Loan-to-value and debt-service coverage ratios are measures commonly used to assess the credit quality of commercial mortgage loans. The loan-to-value ratio compares the principal amount of the loan to the fair value of the underlying property collateralizing the loan, and is commonly expressed as a percentage. The debt-service coverage ratio compares a property’s net operating income to its debt-service payments and is commonly expressed as a ratio. The loan-to-value and debt-service coverage ratios are generally updated annually in the third quarter.

 

15


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

The following summarizes our loan-to value and average debt-service coverage ratios as of the dates indicated:

 

00000000000 00000000000 00000000000
     March 31, 2012  

Loan-to-Value

   Carrying
Value
    % of Gross
Mortgage
Loans
    Debt-Service
Coverage ratio
 

70% and less

   $ 1,036,830        78.3 %     2.09   

71 – 80%

     182,886        13.8 %     1.34   

81 – 95%

     68,042        5.2 %     1.16   

Greater than 95%

     35,884        2.7 %     0.77   
  

 

 

   

 

 

   

Gross commercial mortgage loans

     1,323,642        100.0 %     1.91   
    

 

 

   

Less valuation allowance

     (10,410    
  

 

 

     

Net commercial mortgage loans

   $ 1,313,232       
  

 

 

     

 

0000000000 0000000000 0000000000
     December 31, 2011  

Loan-to-Value

   Carrying
Value
    % of Gross
Mortgage
Loans
    Debt-Service
Coverage ratio
 

70% and less

   $ 1,018,927        77.1 %     2.09   

71 – 80%

     188,816        14.3 %     1.37   

81 – 95%

     74,657        5.7 %     1.16   

Greater than 95%

     37,697        2.9 %     0.76   
  

 

 

   

 

 

   

Gross commercial mortgage loans

     1,320,097        100.0 %     1.90   
    

 

 

   

Less valuation allowance

     (10,410    
  

 

 

     

Net commercial mortgage loans

   $ 1,309,687       
  

 

 

     

All commercial mortgage loans that are individually impaired have an established mortgage loan valuation allowance for losses. Changing economic conditions affect our valuation of commercial mortgage loans. Changing vacancies and rents are incorporated into the discounted cash flow analysis that we perform for monitored loans and may contribute to the establishment of (or an increase or decrease in) a commercial mortgage loan valuation allowance for losses. In addition, we continue to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have exposure to earthquakes, have deteriorating credits or have experienced a reduction in debt-service coverage ratio. Where warranted, we have established or increased a valuation allowance based upon this analysis.

Collateralized Transactions

The Company engages in transactions in which fixed maturity securities, especially bonds issued by the U.S. government, government agencies and authorities, and U.S. corporations, are loaned to selected broker/dealers. Collateral, greater than or equal to 102% of the fair value of the securities lent, plus accrued interest, is received in the form of cash and cash equivalents held by a custodian bank for the benefit of the Company. The use of cash collateral received is unrestricted. The Company reinvests the cash collateral received, generally in investments of high credit quality that are designated as available-for-sale. The Company monitors the fair value of securities loaned and the collateral received, with additional collateral obtained, as necessary. The Company is subject to the risk of loss to the extent there is a loss on the re-investment of cash collateral.

As of March 31, 2012 and December 31, 2011, our collateral held under securities lending, of which its use is unrestricted, was $94,125 and $95,221, respectively, and is included in the consolidated balance sheets under the collateral held/pledged under securities agreements. Our liability to the borrower for collateral received was $94,290 and $95,494, respectively, and is included in the consolidated balance sheets under the obligation under securities agreements. The difference between the collateral held and obligations under securities lending is recorded as an unrealized loss and is included as part of AOCI. All securities with unrealized losses have been in a continuous loss position for twelve months or longer as of March 31, 2012 and December 31, 2011. The Company has actively reduced the size of its securities lending to mitigate counterparty exposure. The Company includes the available-for-sale investments purchased with the cash collateral in its evaluation of other-than-temporary impairments.

 

16


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Cash proceeds that the Company receives as collateral for the securities it lends and subsequent repayment of the cash are regarded by the Company as cash flows from financing activities, since the cash received is considered a borrowing. Since the Company reinvests the cash collateral generally in investments that are designated as available-for-sale, the reinvestment is presented as cash flows from investing activities.

5. Fair Value Disclosures

Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities Disclosures

The fair value measurements and disclosures guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique.

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). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The levels of the fair value hierarchy are described below:

 

   

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

 

   

Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly, for substantially the full term of the asset. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active and inputs other than quoted prices that are observable in the marketplace for the asset. The observable inputs are used in valuation models to calculate the fair value for the asset.

 

   

Level 3 inputs are unobservable but are significant to the fair value measurement for the asset, and include situations where there is little, if any, market activity for the asset. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset.

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011. The amounts presented below for Collateral held/pledged under securities agreements, Other investments, Cash equivalents, Other assets, Assets and Liabilities held in separate accounts and Other liabilities differ from the amounts presented in the consolidated balance sheets because only certain investments or certain assets and liabilities within these line items are measured at estimated fair value. Other investments are comprised of investments in the Assurant Investment Plan, American Security Insurance Company Investment Plan, Assurant Deferred Compensation Plan, a modified coinsurance arrangement and other derivatives. Other liabilities are comprised of investments in the Assurant Investment Plan and other derivatives. The fair value amount and the majority of the associated levels presented for Other investments and Assets held in separate accounts are received directly from third parties.

 

17


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

     March 31, 2012  

Financial Assets

   Total      Level 1     Level 2     Level 3  

Fixed maturity securities:

         

United States Government and government agencies and authorities

   $ 176,463       $ 0      $ 172,170      $ 4,293   

State, municipalities and political subdivisions

     909,190         0        909,190        0   

Foreign governments

     694,630         1,977        669,209        23,444   

Asset-backed

     32,398         0        32,398        0   

Commercial mortgage-backed

     86,549         0        85,685        864   

Residential mortgage-backed

     874,069         0        872,225        1,844   

Corporate

     8,548,810         0        8,405,530        143,280   

Equity securities:

         

Common stocks

     16,952         16,269        683        0   

Non-redeemable preferred stocks

     369,816         0        369,800        16   

Short-term investments

     383,716         306,576   b      77,140   c      0   

Collateral held/pledged under securities agreements

     69,125         61,255   b      7,870   c      0   

Other investments

     247,243         51,965   a      183,654   c      11,624   d 

Cash equivalents

     726,894         709,991   b      16,903   c      0   

Other assets

     8,029         0        1,277   f      6,752   e 

Assets held in separate accounts

     1,783,769         1,563,405   a      220,364   c      0   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total financial assets

   $ 14,927,653       $ 2,711,438      $ 12,024,098      $ 192,117   
  

 

 

    

 

 

   

 

 

   

 

 

 

Financial Liabilities

                         

Other liabilities

   $ 54,351       $ 51,965   a    $ 228   f    $ 2,158   f 

Liabilities related to separate accounts

     1,783,769         1,563,405   a      220,364   c      0   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total financial liabilities

   $ 1,838,120       $ 1,615,370      $ 220,592      $ 2,158   
  

 

 

    

 

 

   

 

 

   

 

 

 

 

18


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

     December 31, 2011  

Financial Assets

   Total      Level 1     Level 2     Level 3  

Fixed maturity securities:

         

United States Government and government agencies and authorities

   $ 157,340       $ 0      $ 152,940      $ 4,400   

State, municipalities and political subdivisions

     929,023         0        929,023        0   

Foreign governments

     723,913         1,857        699,343        22,713   

Asset-backed

     32,433         0        31,980        453   

Commercial mortgage-backed

     88,024         0        87,120        904   

Residential mortgage-backed

     897,219         0        895,352        1,867   

Corporate

     8,364,647         0        8,227,018        137,629   

Equity securities:

         

Common stocks

     16,001         15,318        683        0   

Non-redeemable preferred stocks

     346,375         0        346,362        13   

Short-term investments

     441,383         355,732   b      85,651   c      0   

Collateral held/pledged under securities agreements

     70,221         56,441   b      13,780   c      0   

Other investments

     245,280         47,931   a      179,092   c      18,257   d 

Cash equivalents

     915,339         887,135   b      28,204   c      0   

Other assets

     9,241         0        720   f      8,521   e 

Assets held in separate accounts

     1,632,781         1,417,864   a      214,917   c      0   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total financial assets

   $ 14,869,220       $ 2,782,278      $ 11,892,185      $ 194,757   
  

 

 

    

 

 

   

 

 

   

 

 

 

Financial Liabilities

                         

Other liabilities

   $ 50,754       $ 47,931   a    $ 103   f    $ 2,720   f 

Liabilities related to separate accounts

     1,632,781         1,417,864   a      214,917   c      0   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total financial liabilities

   $ 1,683,535       $ 1,465,795      $ 215,020      $ 2,720   
  

 

 

    

 

 

   

 

 

   

 

 

 

 

 

a. Mainly includes mutual funds.
b. Mainly includes money market funds.
c. Mainly includes fixed maturity securities.
d. Mainly includes fixed maturity securities and other derivatives
e. Mainly includes the Consumer Price Index Cap Derivatives (“CPI Caps”).
f. Mainly includes other derivatives.

 

19


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

There were no transfers between Level 1 and Level 2 financial assets during the period. However, there were transfers between Level 2 and Level 3 financial assets during the period, which are reflected in the “Transfers in” and “Transfers out” columns below. Transfers between Level 2 and Level 3 most commonly occur when market observable inputs that were previously available become unavailable in the current period. The remaining unpriced securities are submitted to independent brokers who provide non-binding broker quotes or are priced by other qualified sources.

The following tables summarize the change in balance sheet carrying value associated with Level 3 financial assets and liabilities carried at fair value during the three months ended March 31, 2012 and 2011:

 

     Three Months Ended March 31, 2012  
     Balance,
beginning
of period
    Total
(losses)
gains
(realized/
unrealized)
included in
earnings
    Net
unrealized
gains
(losses)
included in
stockholders’
equity
    Purchases      Sales     Transfers
in (1)
     Transfers
out (1)
    Balance,
end of
period
 

Fixed Maturity Securities

                  

United States Government and government agencies and authorities

   $ 4,400      $ (1   $ (2   $ 0       $ (104   $ 0       $ 0      $ 4,293   

Foreign governments

     22,713        (1     732        0         0        0         0        23,444   

Asset-backed

     453        0        0        0         0           (453     0   

Commercial mortgage-backed

     904        0        (2     0         (38     0         0        864   

Residential mortgage-backed

     1,867        3        25        1,930         (115     0         (1,866     1,844   

Corporate

     137,629        (99     3,829        2,155         (7,767     8,986         (1,453     143,280   

Equity Securities

                  

Non-redeemable preferred stocks

     13        0        2        0         0        1         0        16   

Other investments

     18,257        (449     418        0         (8,090     1,488         0        11,624   

Other assets

     8,521        (1,769     0        0         0        0         0        6,752   

Financial Liabilities

                  

Other liabilities

     (2,720     562        0        0         0        0         0        (2,158
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total level 3 assets and liabilities

   $ 192,037      $ (1,754   $ 5,002      $ 4,085       $ (16,114   $ 10,475       $ (3,772   $ 189,959   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

20


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

     Three Months Ended March 31, 2011  
     Balance,
beginning
of period
     Total
(losses)
gains
(realized/
unrealized)
included in
earnings
    Net
unrealized
gains
(losses)
included in
stockholders’
equity
    Purchases      Sales     Transfers
in (1)
     Transfers
out (1)
    Balance,
end of
period
 

Fixed Maturity Securities

                   

United States Government and government agencies and authorities

   $ 14,506       $ (133   $ (12   $ 0       $ (1,286   $ 0       $ 0      $ 13,075   

Foreign governments

     25,621         (1     (99     0         0        0         (4,120     21,401   

Commercial mortgage-backed

     4,542         0        33        0         (36     0         (1,392     3,147   

Corporate

     125,685         (347     4,193        7,496         (12,991     7,601         0        131,637   

Equity Securities

                   

Non-redeemable preferred stocks

     558         (26     65        0         (574     6         (7     22   

Other investments

     8,309         (455     289        0         (371     0         0        7,772   

Other assets

     9,825         (1,614     0        0         0        0         0        8,211   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total level 3 assets

   $ 189,046       $ (2,576   $ 4,469      $ 7,496       $ (15,258   $ 7,607       $ (5,519   $ 185,265   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

(1) Transfers are primarily attributable to changes in the availability of observable market information and re-evaluation of the observability of pricing inputs.

Three different valuation techniques can be used in determining fair value for financial assets and liabilities: the market, income or cost approaches. The three valuation techniques described in the fair value measurements and disclosures guidance are consistent with generally accepted valuation methodologies. The market approach valuation techniques use prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. When possible, quoted prices (unadjusted) in active markets are used as of the period-end date (such as for mutual funds and money market funds). Otherwise, valuation techniques consistent with the market approach including matrix pricing and comparables are used. Matrix pricing is a mathematical technique employed principally to value debt securities without relying exclusively on quoted prices for those securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Market approach valuation techniques often use market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering both qualitative and quantitative factors specific to the measurement.

 

21


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Income approach valuation techniques convert future amounts, such as cash flows or earnings, to a single present amount, or a discounted amount. These techniques rely on current market expectations of future amounts as of the period-end date. Examples of

income approach valuation techniques include present value techniques, option-pricing models, binomial or lattice models that incorporate present value techniques and the multi-period excess earnings method.

Cost approach valuation techniques are based upon the amount that would be required to replace the service capacity of an asset at the period-end date, or the current replacement cost. That is, from the perspective of a market participant (seller), the price that would be received for the asset is determined based on the cost to a market participant (buyer) to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

While not all three approaches are applicable to all financial assets or liabilities, where appropriate, one or more valuation techniques may be used. For all the classes of financial assets and liabilities included in the above hierarchy, excluding the CPI Caps and certain privately placed corporate bonds, the market valuation technique is generally used. For certain privately placed corporate bonds and the CPI Caps, the income valuation technique is generally used. For the periods ended March 31, 2012 and December 31, 2011, the application of the valuation technique applied to the Company’s classes of financial assets and liabilities has been consistent.

Level 1 Securities

The Company’s investments and liabilities classified as Level 1 as of March 31, 2012 and December 31, 2011, consisted of mutual funds and money market funds, foreign government fixed maturities and common stocks that are publicly listed and/or actively traded in an established market.

Level 2 Securities

The Company’s Level 2 securities are valued using various observable market inputs obtained from a pricing service. The pricing service prepares estimates of fair value measurements for our Level 2 securities using proprietary valuation models based on techniques such as matrix pricing which include observable market inputs. The fair value measurements and disclosures guidance defines observable market inputs as the assumptions market participants would use in pricing the asset or liability developed on market data obtained from sources independent of the Company. The extent of the use of each observable market input for a security depends on the type of security and the market conditions at the balance sheet date. Depending on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or additional inputs may be necessary. The following observable market inputs (“standard inputs”), listed in the approximate order of priority, are utilized in the pricing evaluation of Level 2 securities: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research data. Further details for level 2 investment types follow:

United States Government and government agencies and authorities: United States government and government agencies and authorities securities are priced by our pricing vendor utilizing standard inputs. Included in this category are U.S. Treasury securities which are priced using vendor trading platform data in addition to the standard inputs.

State, municipalities and political subdivisions: State, municipalities and political subdivisions securities are priced by our pricing service utilizing material event notices and new issue data inputs in addition to the standard inputs.

Foreign governments: Foreign government securities are primarily fixed maturity securities denominated in Canadian dollars which are priced by our pricing service utilizing standard inputs. The pricing service also evaluates each security based on relevant market information including relevant credit information, perceived market movements and sector news.

Commercial mortgage-backed, residential mortgage-backed and asset-backed: Commercial mortgage-backed, residential mortgage-backed and asset-backed securities are priced by our pricing vendor utilizing monthly payment information and collateral performance information in addition to standard inputs. Additionally, commercial mortgage-backed securities and asset-backed securities utilize new issue data while residential mortgage-backed securities utilize vendor trading platform data.

Corporate: Corporate securities are priced by our pricing vendor utilizing standard inputs. Non-investment grade securities within this category are priced by our pricing vendor utilizing observations of equity and credit default swap curves related to the issuer in addition to standard inputs. Certain privately placed corporate bonds are priced by a non-pricing service source using a model with observable inputs including, but not limited to, the credit rating, credit spreads, sector add-ons, and issuer specific add-ons.

 

22


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Non-redeemable preferred stocks: Non-redeemable preferred stocks are priced by our pricing vendor utilizing observations of equity and credit default swap curves related to the issuer in addition to standard inputs.

Short-term investments, collateral held/pledged under securities, other investments, cash equivalents, and assets/liabilities held in separate accounts: To price the fixed maturity securities in these categories, the pricing service utilizes the standard inputs.

Valuation models used by the pricing service can change period to period, depending on the appropriate observable inputs that are available at the balance sheet date to price a security. When market observable inputs are unavailable to the pricing service, the remaining unpriced securities are submitted to independent brokers who provide non-binding broker quotes or are priced by other qualified sources. If the Company cannot corroborate the non-binding broker quotes with Level 2 inputs, these securities are categorized as Level 3 securities.

Level 3 Securities

The Company’s investments classified as Level 3 as of March 31, 2012 and December 31, 2011, consisted of fixed maturity securities and derivatives. All of the Level 3 fixed maturity and equity securities are priced using non-binding broker quotes which cannot be corroborated with Level 2 inputs. Of our total Level 3 fixed maturity and equity securities, $79,710 and $85,457 were priced by a pricing service using single broker quotes due to insufficient information to provide an evaluated price as of March 31, 2012 and December 31, 2011, respectively. The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The remaining $94,031 and $82,522 were priced internally using independent and non-binding broker quotes as of March 31, 2012 and December 31, 2011, respectively. The inputs factoring into the broker quotes include trades in the actual bond being priced, trades of comparable bonds, quality of the issuer, optionality, structure and liquidity. Significant changes in interest rates, issuer credit, liquidity, and overall market conditions would result in a significantly lower or higher broker quote. The prices received from both the pricing service and internally are reviewed for reasonableness by management and if necessary, management works with the pricing service or broker to further understand how they developed their price. Further details on Level 3 derivative investment types follow:

Other investments and other liabilities: Swaptions are priced using a Black-Scholes pricing model incorporating third-party market data, including swap volatility data.

Other assets: Non-pricing service source prices the CPI Cap derivatives using a model with inputs including, but not limited to, the time to expiration, the notional amount, the strike price, the forward rate, implied volatility and the discount rate.

Management evaluates the following factors in order to determine whether the market for a financial asset is inactive. The factors include, but are not limited to:

 

   

There are few recent transactions,

 

   

Little information is released publicly,

 

   

The available prices vary significantly over time or among market participants,

 

   

The prices are stale (i.e., not current), and

 

   

The magnitude of the bid-ask spread.

Illiquidity did not have a material impact in the fair value determination of the Company’s financial assets.

The Company generally obtains one price for each financial asset. The Company performs a monthly analysis to assess if the evaluated prices represent a reasonable estimate of their fair value. This process involves quantitative and qualitative analysis and is

 

23


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

overseen by investment and accounting professionals. Examples of procedures performed include, but are not limited to, initial and on-going review of pricing service methodologies, review of the prices received from the pricing service, review of pricing statistics and trends, and comparison of prices for certain securities with two different appropriate price sources for reasonableness. Following this analysis, the Company generally uses the best estimate of fair value based upon all available inputs. On infrequent occasions, a non-pricing service source may be more familiar with the market activity for a particular security than the pricing service. In these cases the price used is taken from the non-pricing service source. The pricing service provides information to indicate which securities were priced using market observable inputs so that the Company can properly categorize our financial assets in the fair value hierarchy.

Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

The Company also measures the fair value of certain assets on a non-recurring basis, generally on an annual basis, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include commercial mortgage loans, goodwill and finite-lived intangible assets.

The Company utilizes both the income and market valuation approaches to measure the fair value of its reporting units when required. Under the income approach, the Company determined the fair value of the reporting units considering distributable earnings, which were estimated from operating plans. The resulting cash flows were then discounted using a market participant weighted average cost of capital estimated for the reporting units. After discounting the future discrete earnings to their present value, the Company estimated the terminal value attributable to the years beyond the discrete operating plan period. The discounted terminal value was then added to the aggregate discounted distributable earnings from the discrete operating plan period to estimate the fair value of the reporting units. Under the market approach, the Company derived the fair value of the reporting units based on various financial multiples, including but not limited to: price to tangible book value of equity, price to estimated 2012 earnings and price to estimated 2013 earnings, which were estimated based on publicly available data related to comparable guideline companies. In addition, financial multiples were also estimated from publicly available purchase price data for acquisitions of companies operating in the insurance industry. The estimated fair value of the reporting units was more heavily weighted towards the income approach because in the current economic environment the earnings capacity of a business is generally considered the most important factor in the valuation of a business enterprise. This fair value determination was categorized as Level 3 (unobservable) in the fair value hierarchy.

Fair Value of Financial Instruments Disclosures

The financial instruments guidance requires disclosure of fair value information about financial instruments, as defined therein, for which it is practicable to estimate such fair value. Therefore, it requires fair value disclosure for financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets. However, this guidance excludes certain financial instruments, including those related to insurance contracts and those accounted for under the equity method and joint ventures guidance (such as real estate joint ventures).

For the financial instruments included within the following financial assets and financial liabilities, the carrying value in the consolidated balance sheets equals or approximates fair value. Please refer to the Fair Value Inputs and Valuation Techniques for Financial Assets and Liabilities Disclosures section above for more information on the financial instruments included within the following financial assets and financial liabilities and the methods and assumptions used to estimate fair value:

 

   

Cash and cash equivalents

 

   

Fixed maturity securities

 

   

Equity securities

 

   

Short-term investments

 

   

Collateral held/pledged under securities agreements

 

   

Other investments

 

24


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

   

Other assets

 

   

Assets held in separate accounts

 

   

Other liabilities

 

   

Liabilities related to separate accounts

In estimating the fair value of the financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets, the Company used the following methods and assumptions:

Commercial mortgage loans: the fair values of mortgage loans are estimated using discounted cash flow models. The model inputs include mortgage amortization schedules and loan provisions, an internally developed credit spread based on the credit risk associated with the borrower and the treasury spot curve. Mortgage loans with similar characteristics are aggregated for purposes of the calculations.

Policy loans: the carrying value of policy loans reported in the balance sheets approximates fair value.

Policy reserves under investment products: the fair values for the Company’s policy reserves under investment products are determined using discounted cash flow analysis. Key inputs to the valuation include projections of policy cash flows, reserve run-off, market yields and risk margins.

Funds held under reinsurance: the carrying value reported approximates fair value due to the short maturity of the instruments.

Debt: the fair value of debt is based upon matrix pricing performed by the pricing service utilizing the standard inputs.

Obligations under securities agreements: obligation under securities agreements is reported at the amount of cash received from the selected broker/dealers.

 

25


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

The following table discloses the carrying value, fair value amount and hierarchy level of the financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets:

 

     March 31, 2012  
     Carrying Value      Fair Value  
        Total      Level 1      Level 2      Level 3  

Financial Assets

              

Commercial mortgage loans on real estate

   $ 1,313,232       $ 1,502,409       $ 0       $ 0       $ 1,502,409   

Policy loans

     54,311         54,311         54,311         0         0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total financial assets

   $ 1,367,543       $ 1,556,720       $ 54,311       $ 0       $ 1,502,409   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

              

Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal)

   $ 804,618       $ 798,696       $ 0       $ 0       $ 798,696   

Funds withheld under reinsurance

     63,723         63,723         63,723         0         0   

Debt

     972,308         1,025,046         0         1,025,046         0   

Obligation under securities agreements

     94,290         94,290         94,290         0         0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total financial liabilities

   $ 1,934,939       $ 1,981,755       $ 158,013       $ 1,025,046       $ 798,696   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2011  
            Fair Value  
     Carrying Value      Total      Level 1      Level 2      Level 3  

Financial Assets

              

Commercial mortgage loans on real estate

   $ 1,309,687       $ 1,439,753       $ 0       $ 0       $ 1,439,753   

Policy loans

     54,192         54,192         54,192         0         0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total financial assets

   $ 1,363,879       $ 1,493,945       $ 54,192       $ 0       $ 1,439,753   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

              

Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal)

   $ 791,341       $ 780,744       $ 0       $ 0       $ 780,744   

Funds withheld under reinsurance

     64,413         64,413         64,413         0         0   

Debt

     972,278         1,016,562         0         1,016,562         0   

Obligation under securities agreements

     95,494         95,494         95,494         0         0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total financial liabilities

   $ 1,923,526       $ 1,957,213       $ 159,907       $ 1,016,562       $ 780,744   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

26


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Only the fair value of the Company’s policy reserves for investment-type contracts, (those without significant mortality or morbidity risk) are reflected in the table above.

Reinsurance Recoverables Credit Disclosures

A key credit quality indicator for reinsurance is the A.M. Best financial strength ratings of the reinsurer. The A.M. Best ratings are an independent opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. The A.M. Best ratings for new reinsurance agreements where there is material credit exposure are reviewed at the time of execution. The A.M. Best ratings for existing reinsurance agreements are reviewed on a periodic basis, at least annually. The A.M. Best ratings have not changed significantly since December 31, 2011.

An allowance for doubtful accounts for reinsurance recoverables is recorded on the basis of periodic evaluations of balances due from reinsurers (net of collateral), reinsurer solvency, management’s experience and current economic conditions. Information about the allowance for doubtful accounts for reinsurance recoverable as of March 31, 2012 is as follows:

 

Balance as of beginning-of-year

   $ 10,633   

Provision

     0   

Other additions

     0   

Direct write-downs charged against the allowance

     0   
  

 

 

 

Balance as of the end-of-period

   $ 10,633   
  

 

 

 

6. Debt

In February 2004, the Company issued two series of senior notes with an aggregate principal amount of $975,000 (the “Senior Notes”). The Company received net proceeds of $971,537 from this transaction, which represents the principal amount less the discount. The discount of $3,463 is being amortized over the life of the Senior Notes and is included as part of interest expense on the statement of operations. The first series is $500,000 in principal amount, bears interest at 5.63% per year and is payable in a single installment due February 15, 2014 and was issued at a 0.11% discount. The second series is $475,000 in principal amount, bears interest at 6.75% per year and is payable in a single installment due February 15, 2034 and was issued at a 0.61% discount.

The interest expense incurred related to the Senior Notes was $15,047 for the three months ended March 31, 2012 and 2011, respectively. There was $7,523 of accrued interest at March 31, 2012 and 2011, respectively. The Company made interest payments of $30,094 on February 15, 2012 and 2011.

Credit Facility

The Company’s commercial paper program requires the Company to maintain liquidity facilities either in an available amount equal to any outstanding notes from the commercial paper program or in an amount sufficient to maintain the ratings assigned to the notes issued from the commercial paper program. The Company’s subsidiaries do not maintain commercial paper or other borrowing facilities at their level. This program is currently backed up by a $350,000 senior revolving credit facility, of which $325,704 was available at March 31, 2012, due to outstanding letters of credit.

On September 21, 2011, the Company entered into a four-year unsecured $350,000 revolving credit agreement (“2011 Credit Facility”) with a syndicate of banks arranged by JP Morgan Chase Bank, N.A. and Bank of America, N.A. The 2011 Credit Facility replaced the Company’s prior three-year $350,000 revolving credit facility (“2009 Credit Facility”), which was entered into on December 18, 2009 and was scheduled to expire in December 2012. The 2009 Credit Facility terminated upon the effective date of the 2011 Credit Facility. The 2011 Credit Facility provides for revolving loans and the issuance of multi-bank, syndicated letters of credit and/or letters of credit from a sole issuing bank in an aggregate amount of $350,000 and is available until September 2015, provided the Company is in compliance with all covenants. The 2011 Credit Facility has a sublimit for letters of credit issued thereunder of $50,000. The proceeds of these loans may be used for the Company’s commercial paper program or for general corporate purposes. The Company may increase the total amount available under the 2011 Credit Facility to $525,000 subject to certain conditions. No bank is obligated to provide commitments above their share of the $350,000 facility.

 

27


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

The Company did not use the commercial paper program during the three months ended March 31, 2012 and 2011 and there were no amounts outstanding relating to the commercial paper program at March 31, 2012 and December 31, 2011. The Company made no borrowings using the 2011 Credit Facility and no loans are outstanding at March 31, 2012. The Company had $24,296 of letters of credit outstanding under the 2011 Credit Facility as of March 31, 2012.

The 2011 Credit Facility contains restrictive covenants and requires that the Company maintain certain specified minimum ratios and thresholds. Among others, these covenants include maintaining a maximum debt to capitalization ratio and a minimum consolidated adjusted net worth. At March 31, 2012, the Company was in compliance with all covenants, minimum ratios and thresholds.

7. Accumulated Other Comprehensive Income

Certain amounts included in the consolidated statements of comprehensive income are net of reclassification adjustments. The change in unrealized gains on securities is net of reclassification adjustments of $4,393, net of tax, for the three months ended March 31, 2012, for net realized gains on sales of securities included in net income. The change in OTTI is net of reclassification adjustments of $(36), net of tax, for the three months ended March 31, 2012, for net realized losses on sales of securities included in net income. The change in pension underfunding is net of reclassification adjustments of $3,738, net of tax, for the three months ended March 31, 2012, for amortization of prior service cost included in net income.

8. Stock Based Compensation

Long-Term Equity Incentive Plan

In May 2008, the Company’s shareholders approved the Assurant, Inc. Long-Term Equity Incentive Plan (“ALTEIP”), which authorized the granting of up to 3,400,000 shares of the Company’s common stock to employees, officers and non-employee directors. In May 2010, the Company’s shareholders approved an amended and restated ALTEIP, increasing the number of shares of the Company’s common stock authorized for issuance to 5,300,000. Under the ALTEIP, the Company may grant awards based on shares of its common stock, including stock options, stock appreciation rights (“SARs”), restricted stock (including performance shares), unrestricted stock, restricted stock units (“RSUs”), performance share units (“PSUs”) and dividend equivalents. All future share-based grants will be awarded under the ALTEIP.

The Compensation Committee of the Board of Directors (the “Compensation Committee”) awarded PSUs and RSUs in 2012 and 2011. RSUs and PSUs are promises to issue actual shares of common stock at the end of a vesting period or performance period. The RSUs granted to employees under the ALTEIP were based on salary grade and performance and will vest one-third each year over a three-year period. RSUs granted to non-employee directors also vest one-third each year over a three-year period. RSUs receive dividend equivalents in cash during the restricted period and do not have voting rights during the restricted period. PSUs accrue dividend equivalents during the performance period based on a target payout, and will be paid in cash at the end of the performance period based on the actual number of shares issued.

For the PSU portion of an award, the number of shares a participant will receive upon vesting is contingent upon the Company’s performance with respect to selected metrics, identified below, compared against a broad index of insurance companies and assigned a percentile ranking. These rankings are then averaged to determine the composite percentile ranking for the performance period. The payout levels can vary between 0% and 150% (maximum) of the target (100%) ALTEIP award amount based on the Company’s level of performance against the selected metrics.

PSU Performance Goals. For 2012 and 2011, the Compensation Committee established book value per share (“BVPS”) growth excluding AOCI, revenue growth and total stockholder return as the three performance measures for PSU awards. BVPS growth is defined as the year-over-year growth of the Company’s stockholders’ equity excluding AOCI divided by the number of fully diluted total shares outstanding at the end of the period. Revenue growth is defined as the year-over-year change in GAAP total revenues as disclosed in the Company’s annual statement of operations. Total stockholder return is defined as appreciation in Company stock plus dividend yield to stockholders. For the 2012-2014 and 2011-2013 performance cycles, payouts will be determined by measuring performance against the average performance of companies included in the A.M. Best Insurance Index, excluding those with revenues of less than $1,000,000 or that are not in the health or insurance Global Industry Classification Standard codes.

 

28


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Under the ALTEIP, the Company’s Chief Executive Officer (“CEO”) is authorized by the Board of Directors to grant common stock, restricted stock and RSUs to employees other than the executive officers of the Company (as defined in Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Board of Directors reviews and ratifies these grants quarterly. Restricted stock and RSUs granted under this program may have different vesting periods.

Restricted Stock Units

RSUs granted to employees and to non-employee directors were 457,281 and 459,185 for the three months ended March 31, 2012 and 2011, respectively. The compensation expense recorded related to RSUs was $5,082 and $4,693 for the three months ended March 31, 2012 and 2011, respectively. The related total income tax benefit was $1,781 and $1,638 for the three months ended March 31, 2012 and 2011, respectively. The weighted average grant date fair value for RSUs granted during the three months ended March 31, 2012 and 2011 was $41.68 and $38.23, respectively.

As of March 31, 2012, there was $31,431 of unrecognized compensation cost related to outstanding RSUs. That cost is expected to be recognized over a weighted-average period of 1.64 years. The total fair value of RSUs vested during the three months ended March 31, 2012 and 2011 was $18,517 and $12,582, respectively.

Performance Share Units

PSUs granted to employees were 407,506 and 401,735 for the three months ended March 31, 2012 and 2011, respectively. The compensation expense recorded related to PSUs was $3,474 and $(307) for the three months ended March 31, 2012 and 2011, respectively. During the three months ended March 31, 2011, portions of the compensation expense recorded in 2010 were reversed since the Company’s level of actual performance as measured against pre-established performance goals had declined. The related total income tax benefit was $1,218 and $109 for the three months ended March 31, 2012 and 2011, respectively. The weighted average grant date fair value for PSUs granted during the three months ended March 31, 2012 and 2011 was $41.68 and $37.83, respectively.

As of March 31, 2012, there was $26,781 of unrecognized compensation cost related to outstanding PSUs. That cost is expected to be recognized over a weighted-average period of 0.91 years.

The fair value of PSUs with market conditions was estimated on the date of grant using a Monte Carlo simulation model, which utilizes multiple variables that determine the probability of satisfying the market condition stipulated in the award. Expected volatilities for awards issued during the three months ended March 31, 2012 and 2011 were based on the historical stock prices of the Company’s stock and peer insurance group. The expected term for grants issued during the three months ended March 31, 2012 and 2011 was assumed to equal the average of the vesting period of the PSUs. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant.

Long-Term Incentive Plan

Prior to the approval of the ALTEIP, share based awards were granted under the 2004 Assurant Long-Term Incentive Plan (“ALTIP”), which authorized the granting of up to 10,000,000 new shares of the Company’s common stock to employees and officers under the ALTIP, Business Value Rights Program (“BVR”) and CEO Equity Grants Program. Under the ALTIP, the Company was authorized to grant restricted stock and SARs. Since May 2008, no new grants have been made under this plan and the impact of these grants on the consolidated financial statements is immaterial.

Employee Stock Purchase Plan

Under the Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue up to 5,000,000 new shares to employees who are participants in the ESPP. Eligible employees can purchase shares at a 10% discount applied to the lower of the closing price of the common stock on the first or last day of the offering period. The compensation expense recorded related to the ESPP was $379 and $332 for the three months ended March 31, 2012 and 2011, respectively.

In January 2012, the Company issued 103,243 shares at a discounted price of $32.98 for the offering period of July 1, 2011 through December 31, 2011. In January 2011, the Company issued 111,414 shares at a discounted price of $31.06 for the offering period of July 1, 2010 through December 31, 2010.

The fair value of each award under the ESPP was estimated at the beginning of each offering period using the Black-Scholes option-pricing model. Expected volatilities are based on implied volatilities from traded options on the Company’s stock and the

 

29


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

historical volatility of the Company’s stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is based on the current annualized dividend and share price as of the grant date.

9. Stock Repurchase

The following table shows the shares repurchased during the periods indicated:

 

Period in 2012

   Number of
Shares
Purchased
     Average Price
Paid Per  Share
     Total Number  of
Shares

Purchased as Part of
Publicly Announced
Programs
 

January

     978,000       $ 39.50         978,000   

February

     528,000         43.37         528,000   

March

     912,000         41.47         912,000   
  

 

 

    

 

 

    

 

 

 

Total

     2,418,000       $ 41.09         2,418,000   
  

 

 

    

 

 

    

 

 

 

On January 18, 2011, the Company’s Board of Directors authorized the Company to repurchase up to $600,000 of its outstanding common stock in addition to its then-remaining authorization, making the total remaining under the authorization $805,587 as of that date.

During the three months ended March 31, 2012, the Company repurchased 2,418,000 shares of the Company’s outstanding common stock at a cost of $99,309, exclusive of commissions, leaving $206,083 remaining at March 31, 2012 under the total repurchase authorization.

 

30


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

10. Earnings Per Common Share

The following table presents net income, the weighted average common shares used in calculating basic earnings per common share (“EPS”) and those used in calculating diluted EPS for each period presented below.

 

     Three Months Ended March 31,  
     2012     2011  

Numerator

    

Net income

   $ 163,260      $ 140,751   

Deduct dividends paid

     (15,941     (16,122
  

 

 

   

 

 

 

Undistributed earnings

   $ 147,319      $ 124,629   
  

 

 

   

 

 

 

Denominator

    

Weighted average shares outstanding used in basic earnings per share calculations

     88,772,845        101,194,814   

Incremental common shares from :

    

SARs

     156,735        215,593   

PSUs

     1,139,517        564,408   
  

 

 

   

 

 

 

Weighted average shares used in diluted earnings per share calculations

     90,069,097        101,974,815   
  

 

 

   

 

 

 

Earnings per common share - Basic

    

Distributed earnings

   $ 0.18      $ 0.16   

Undistributed earnings

     1.66        1.23   
  

 

 

   

 

 

 

Net income

   $ 1.84      $ 1.39   
  

 

 

   

 

 

 

Earnings per common share - Diluted

    

Distributed earnings

   $ 0.18      $ 0.16   

Undistributed earnings

     1.63        1.22   
  

 

 

   

 

 

 

Net income

   $ 1.81      $ 1.38   
  

 

 

   

 

 

 

Average SARs totaling 222 and 2,811,156 for the three months ended March 31, 2012 and 2011, respectively, were outstanding but were anti-dilutive and thus not included in the computation of diluted EPS under the treasury stock method.

 

31


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

11. Retirement and Other Employee Benefits

The components of net periodic benefit cost for the Company’s qualified pension benefits plan, nonqualified pension benefits plan and retirement health benefits plan for the three months ended March 31, 2012 and 2011 were as follows:

 

     Qualified Pension
Benefits
    Nonqualified Pension
Benefits (1)
     Retirement Health
Benefits
 
     For the Three Months Ended
March 31,
    For the Three Months Ended
March 31,
     For the Three Months Ended
March 31,
 
     2012     2011     2012      2011      2012     2011  

Service cost

   $ 8,125      $ 7,750      $ 925       $ 725       $ 700      $ 1,050   

Interest cost

     8,150        8,375        1,350         1,450         875        1,125   

Expected return on plan assets

     (10,100     (10,325     0         0         (775     (725

Amortization of prior service cost

     25        25        175         150         (225     375   

Amortization of net loss

     4,725        3,200        1,050         700         0        0   

Curtailment credit / special termination benefits

     0        0        0         125         0        0   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net periodic benefit cost

   $ 10,925      $ 9,025      $ 3,500       $ 3,150       $ 575      $ 1,825   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) The Company’s nonqualified plan is unfunded.

Our qualified pension benefits plan (the “Plan”) was under-funded by $100,312 and $125,517 (based on the fair value of Plan assets compared to the projected benefit obligation) at March 31, 2012 and December 31, 2011, respectively. This equates to an 86% and 83% funded status at March 31, 2012 and December 31, 2011, respectively. The change in under-funded status is mainly due to an increase in the discount rate used to determine the projected benefit obligation and favorable investment returns. During the first three months of 2012, $12,500 in cash was contributed to the Plan. Additional cash, up to $37,500, is expected to be contributed to the Plan over the remainder of 2012.

12. Segment Information

The Company has five reportable segments, which are defined based on the nature of the products and services offered: Assurant Solutions, Assurant Specialty Property, Assurant Health, Assurant Employee Benefits, and Corporate & Other. Assurant Solutions provides debt protection administration, credit-related insurance, warranties and service contracts, and pre-funded funeral insurance. Assurant Specialty Property provides lender-placed homeowners insurance and manufactured housing homeowners insurance. Assurant Health provides individual health and small employer group health insurance. Assurant Employee Benefits primarily provides group dental insurance, group disability insurance and group life insurance. Corporate & Other includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and additional costs associated with excess of loss reinsurance programs reinsured and ceded to certain subsidiaries in the London market between 1995 and 1997. Corporate & Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group and Long-Term Care through reinsurance agreements.

The Company evaluates performance of the operating segments based on segment income (loss) after-tax excluding realized gains (losses) on investments. The Company determines reportable segments in a manner consistent with the way the Company organizes for purposes of making operating decisions and assessing performance.

 

32


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

The following tables summarize selected financial information by segment:

 

     Three Months Ended March 31, 2012  
     Solutions      Specialty
Property
     Health      Employee
Benefits
     Corporate &
Other
    Consolidated  

Revenues

                

Net earned premiums and other considerations

   $ 626,948       $ 484,200       $ 407,473       $ 258,440       $ 0      $ 1,777,061   

Net investment income

     99,311         24,701         11,128         31,933         5,222        172,295   

Net realized gains on investments

     0         0         0         0         7,544        7,544   

Amortization of deferred gain on disposal of businesses

     0         0         0         0         4,621        4,621   

Fees and other income

     72,440         24,139         7,755         7,008         61        111,403   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total revenues

     798,699         533,040         426,356         297,381         17,448        2,072,924   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Benefits, losses and expenses

                

Policyholder benefits

     209,808         155,710         302,484         188,356         0        856,358   

Amortization of deferred acquisition costs and value of business acquired

     253,778         81,729         77         6,174         0        341,758   

Underwriting, general and administrative expenses

     269,399         125,283         104,274         89,175         21,953        610,084   

Interest expense

     0         0         0         0         15,076        15,076   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total benefits, losses and expenses

     732,985         362,722         406,835         283,705         37,029        1,823,276   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Segment income (loss) before provision (benefit) for income tax

     65,714         170,318         19,521         13,676         (19,581     249,648   

Provision (benefit) for income taxes

     22,314         57,314         7,906         4,612         (5,758     86,388   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Segment income (loss) after tax

   $ 43,400       $ 113,004       $ 11,615       $ 9,064       $ (13,823  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

Net income

                 $ 163,260   
                

 

 

 
     As of March 31, 2012  

Segment Assets:

                

Segment assets, excluding goodwill

   $ 11,507,569       $ 3,485,017       $ 1,034,169       $ 2,432,393       $ 8,155,622      $ 26,614,770   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

Goodwill

                   640,098   
                

 

 

 

Total Assets

                 $ 27,254,868   
                

 

 

 

 

33


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

     Three Months Ended March 31, 2011  
     Solutions      Specialty
Property
     Health      Employee
Benefits
     Corporate &
Other
    Consolidated  

Revenues

                

Net earned premiums and other considerations

   $ 601,322       $ 467,658       $ 426,162       $ 266,870       $ 0      $ 1,762,012   

Net investment income

     97,725         26,181         11,302         32,467         4,198        171,873   

Net realized gains on investments

     0         0         0         0         3,777        3,777   

Amortization of deferred gain on disposal of businesses

     0         0         0         0         5,134        5,134   

Fees and other income

     60,686         17,299         8,948         6,768         174        93,875   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total revenues

     759,733         511,138         446,412         306,105         13,283        2,036,671   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Benefits, losses and expenses

                

Policyholder benefits

     214,694         166,953         310,162         201,219         0        893,028   

Amortization of deferred acquisition costs and value of business acquired

     244,451         75,179         0         5,910         0        325,540   

Underwriting, general and administrative expenses

     245,150         113,101         121,725         89,158         19,412        588,546   

Interest expense

     0         0         0         0         15,131        15,131   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total benefits, losses and expenses

     704,295         355,233         431,887         296,287         34,543        1,822,245   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Segment income (loss) before provision (benefit) for income tax

     55,438         155,905         14,525         9,818         (21,260     214,426   

Provision (benefit) for income taxes

     18,490         53,161         7,335         3,378         (8,689     73,675   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Segment income (loss) after tax

   $ 36,948       $ 102,744       $ 7,190       $ 6,440       $ (12,571  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

Net income

                 $ 140,751   
                

 

 

 
     As of December 31, 2011  

Segment Assets:

                

Segment assets, excluding goodwill

   $ 11,333,833       $ 3,387,027       $ 1,067,423       $ 2,477,192       $ 8,115,290      $ 26,380,765   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

Goodwill

                   639,097   
                

 

 

 

Total assets

                 $ 27,019,862   
                

 

 

 

 

34


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

13. Commitments and Contingencies

In the normal course of business, letters of credit are issued primarily to support reinsurance arrangements in which the Company is the reinsurer. These letters of credit are supported by commitments under which the Company is required to indemnify the financial institution issuing the letter of credit if the letter of credit is drawn. The Company had $24,296 of letters of credit outstanding as of March 31, 2012 and December 31, 2011, respectively.

The Company is involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, the Company does not believe that any pending matter will have a material adverse effect individually or in the aggregate, on the Company’s financial condition, results of operations, or cash flows.

On February 7, 2012, the Company and two of its insurance company subsidiaries (American Security Insurance Company and American Bankers Insurance Company of Florida) received subpoenas from the New York Department of Financial Services (the “NYDFS”) regarding its lender-placed insurance business and related document retention practices. In response to the subpoenas, depositions were conducted in late February involving designated witnesses for the Company and the subsidiaries. On March 23, 2012, the Company received an additional request from the NYDFS for further information relating to its lender-placed insurance program in New York. The Company submitted a response to these requests on April 13, 2012. Along with other companies in the industry, the Company has been requested to testify at public hearings of the NYDFS in mid-May. The Company is committed to cooperating fully and continuing to work with the NYDFS to resolve this matter.

14. Catastrophe Bond Program

On May 5, 2009, certain of the Company’s subsidiaries (the “Subsidiaries”) entered into two reinsurance agreements with Ibis Re Ltd., an independent special purpose reinsurance company domiciled in the Cayman Islands (“Ibis Re”). The Ibis Re agreements provide up to $150,000 of reinsurance coverage for protection against losses over a three-year period from individual hurricane events in Hawaii and along the Gulf and Eastern Coasts of the United States. The agreements expire in May 2012. Ibis Re financed the property catastrophe reinsurance coverage by issuing catastrophe bonds in an aggregate amount of $150,000 to unrelated investors (the “Series 2009-1 Notes”).

On April 27, 2010, the Subsidiaries entered into two additional reinsurance agreements with Ibis Re providing up to $150,000 of reinsurance coverage for protection against losses over a three-year period from individual hurricane events in Hawaii and along the Gulf and Eastern Coasts of the United States. The agreements expire in May 2013. Ibis Re financed the property catastrophe reinsurance coverage by issuing catastrophe bonds in an aggregate amount of $150,000 to unrelated investors (the “Series 2010-1 Notes”).

On January 30, 2012, the Subsidiaries entered into two reinsurance agreements with Ibis Re II Ltd. (“Ibis Re II”). Ibis Re II, incorporated on December 2, 2011, is an independent special purpose reinsurance company domiciled in the Cayman Islands. The Ibis Re II agreements provide up to $130,000 of reinsurance coverage for protection against losses over a three-year period from individual hurricane events in the United States and Puerto Rico. The agreements expire in February 2015. Ibis Re II financed the property catastrophe reinsurance coverage by issuing $130,000 in catastrophe bonds to unrelated investors (the “Series 2012-1 Notes”). While the Series 2009-1 and Series 2012-1 Notes are in effect as of March 31, 2012, the Series 2012-1 Notes are intended to replace the Series 2009-1 Notes.

Upon expiration of the Series 2009-1 Notes, the remaining $280,000 of coverage will represent approximately 20% of the expected first event coverage (net of reimbursements of the Florida Hurricane Catastrophe Fund) purchased by the Company in excess of the Company’s anticipated retention.

Under the terms of these reinsurance agreements, the Subsidiaries are obligated to pay annual reinsurance premiums to Ibis Re and Ibis Re II for the reinsurance coverage. The reinsurance agreements with Ibis Re and Ibis Re II utilize a dual trigger that is based upon an index that is created by applying predetermined percentages to insured industry losses in each state in the covered area as reported by an independent party and the Subsidiaries’ covered losses incurred. Reinsurance contracts that have a separate, pre-identified variable (e.g., a loss-based index) are accounted for as reinsurance if certain conditions are met. In the case of the reinsurance agreements with Ibis Re and Ibis Re II, these conditions were met, thus the Company accounted for them as reinsurance in accordance with the guidance for reinsurance contracts.

 

35


Table of Contents

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2012 and 2011

(In thousands, except number of shares and per share amounts)

 

 

Amounts payable to the Subsidiaries under the reinsurance agreements will be determined by the index-based losses, which are designed to approximate the Subsidiaries’ actual losses from any covered event. The amount of actual losses and index losses from any covered event may differ. For each covered event, Ibis Re and Ibis Re II pay the Subsidiaries the lesser of the covered index-based losses or the Subsidiaries’ actual losses. The principal amount of the catastrophe bonds will be reduced by any amounts paid to the Subsidiaries under the reinsurance agreements. The Subsidiaries have not incurred any losses subject to the reinsurance agreements since their inception.

As of March 31, 2012, the Company had not ceded any losses to Ibis Re or Ibis Re II.

As with any reinsurance agreement, there is credit risk associated with collecting amounts due from reinsurers. In connection with the issuance of the Series 2009-1 Notes, Ibis Re set up two reinsurance trusts to hold certain investments to secure payments to the Subsidiaries under the reinsurance agreements and the repayment of principal to the bondholders, as applicable, and entered into two related total return swap agreements.

With regard to the Series 2010-1 Notes, the credit risk is mitigated by two reinsurance trust accounts. Each reinsurance trust account has been funded by Ibis Re with money market funds that invest solely in direct government obligations backed by the U.S. government with maturities of no more than 13 months. The money market funds must have a principal stability rating of at least AAA by Standard & Poor’s.

With regard to the Series 2012-1 Notes, the credit risk is mitigated by two reinsurance trust accounts. Each reinsurance trust account has been funded by Ibis Re II with money market funds that invest solely in direct government obligations backed by the U.S. government with maturities of no more than 13 months. The money market funds must have a principal stability rating of at least AAA by Standard & Poor’s.

At the time the agreements were entered into with Ibis Re and Ibis Re II, the Company evaluated the applicability of the accounting guidance that addresses variable interest entities (“VIEs”). Entities which do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as VIEs. A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.

As a result of the evaluation of the reinsurance agreements with Ibis Re and Ibis Re II, the Company concluded that Ibis Re and Ibis Re II are VIEs. However, while Ibis Re and Ibis Re II are VIEs, the Company concluded that it does not have a significant variable interest in Ibis Re or Ibis Re II as the variability in results, caused by the reinsurance agreements, is expected to be absorbed entirely by the bondholders and the Company is not entitled to any residual amounts. Accordingly, the Company is not the primary beneficiary of Ibis Re or Ibis Re II and does not consolidate the entities in the Company’s financial statements.

 

36


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

(Dollar amounts in thousands)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the financial condition of Assurant, Inc. and its subsidiaries (which we refer to collectively as “Assurant” or “the Company”) as of March 31, 2012, compared with December 31, 2011, and our results of operations for the three months ended March 31, 2012 and 2011. This discussion should be read in conjunction with our MD&A and annual audited consolidated financial statements as of December 31, 2011 included in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the U.S. Securities and Exchange Commission (the “SEC”) and the March 31, 2012 unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q. The 2011 Annual Report on Form 10-K, First Quarter 2012 Form 10-Q, and other documents related to the Company are available free of charge through the SEC website at www.sec.gov and through our website at www.assurant.com.

Some of the statements in this MD&A and elsewhere in this report, particularly those anticipating future financial performance, business prospects, growth and operating strategies and similar matters, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they may use words such as “will,” “may,” “anticipates,” “expects,” “estimates,” “projects,” “intends,” “plans,” “believes,” “targets,” “forecasts,” “potential,” “approximately,” or the negative version of those words and other words and terms with a similar meaning. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Our actual results might differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments.

In addition to the factors described under “Critical Factors Affecting Results,” the following risk factors could cause our actual results to differ materially from those currently estimated by management:

 

(i) the effects of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the rules and regulations thereunder, on our health and employee benefits businesses;

 

(ii) actions by governmental agencies or government sponsored entities or other circumstances that could result in reductions of the premium rates we charge, increases in the claims we pay or other expenses;

 

(iii) loss of significant client relationships, distribution sources and contracts;

 

(iv) failure to attract and retain sales representatives;

 

(v) losses due to natural and man-made catastrophes;

 

(vi) a decline in our credit or financial strength ratings (including the risk of ratings downgrades in the insurance industry);

 

(vii) deterioration in the Company’s market capitalization compared to its book value that could result in further impairment of goodwill;

 

(viii) unfavorable outcomes in litigation and/or regulatory investigations that could negatively affect our business and reputation;

 

(ix) current or new laws and regulations that could increase our costs and decrease our revenues;

 

(x) general global economic, financial market and political conditions (including difficult conditions in financial, capital and credit markets, the global economic slowdown, fluctuations in interest rates or a prolonged period of low interest rates, monetary policies, unemployment and inflationary pressure);

 

(xi) inadequacy of reserves established for future claims;

 

(xii) failure to predict or manage benefits, claims and other costs;

 

(xiii) uncertain tax positions;

 

(xiv) fluctuations in exchange rates and other risks related to our international operations;

 

(xv) unavailability, inadequacy and unaffordable pricing of reinsurance coverage;

 

(xvi) diminished value of invested assets in our investment portfolio (due to, among other things, volatility in financial markets, the global economic slowdown, credit and liquidity risk, other than temporary impairments and increases in interest rates);

 

(xvii) insolvency of third parties to whom we have sold or may sell businesses through reinsurance or modified co-insurance;

 

(xviii) inability of reinsurers to meet their obligations;

 

(xix) credit risk of some of our agents in Assurant Specialty Property and Assurant Solutions;

 

(xx) failure to effectively maintain and modernize our information systems and protect them from cybersecurity threats;

 

(xxi) failure to protect client information and privacy;

 

(xxii) failure to find and integrate suitable acquisitions and new ventures;

 

(xxiii) inability of our subsidiaries to pay sufficient dividends;

 

(xxiv) failure to provide for succession of senior management and key executives;

 

(xxv) significant competitive pressures in our businesses;

 

(xxvi) risks related to outsourcing activities; and

 

(xxvii) cyclicality of the insurance industry.

 

37


Table of Contents

For a more detailed discussion of the risk factors that could affect our actual results, please refer to “Item 1A—Risk Factors” and “Item 7—MD&A Critical Factors Affecting Results” in our 2011 Annual Report on Form 10-K and in this First Quarter 2012 Form 10-Q.

Executive Summary

Assurant has five reportable segments. Our four operating segments are Assurant Solutions, Assurant Specialty Property, Assurant Health, and Assurant Employee Benefits. These operating segments partner with clients who are leaders in their industries in the United States of America (the “U.S.”) and select worldwide markets. The operating segments provide lender-placed homeowners insurance, manufactured housing homeowners insurance, debt protection administration, credit-related insurance, warranties and service contracts, individual health and small employer group health insurance, group dental insurance, group disability insurance, group life insurance and pre-funded funeral insurance.

Our fifth segment, Corporate & Other, includes activities of the holding company, financing and interest expenses, net realized gains and losses on investments, interest income earned from short-term investments held and additional costs associated with excess of loss reinsurance programs reinsured and ceded to certain subsidiaries in the London market between 1995 and 1997. Corporate & Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group and Long-Term Care through reinsurance agreements.

The following discussion relates to the three months ended March 31, 2012 (“First Quarter 2012”) and the three months ended March 31, 2011 (“First Quarter 2011”).

Consolidated net income increased $22,509, or 16%, to $163,260 in First Quarter 2012, compared with $141,741 for First Quarter 2011. These results reflect increased earnings across all four of our operating segments, despite economic challenges, compared to the First Quarter 2011.

Assurant Solutions net income increased $6,453, or 17%, to $43,400 for First Quarter 2012 from $38,017 for First Quarter 2011. Results improved across all of our international regions. Revenues also increased primarily due to business growth in Latin America. Preneed fee income increased due to improved sales in the U.S. and Canada. In addition, during First Quarter 2012 we added a prominent client in China. Our overall results have improved in Europe in recent years, but the continuing financial crisis there has triggered greater levels of austerity and recession. European profitability remains below expectations, particularly in the United Kingdom (“U.K.”). Results have improved, but we do not expect the U.K. to reach break-even profitability until mid-2013. Overall, we expect modest premium growth for the segment reflecting improved sales of international and domestic service contracts. Our 2012 priorities are to grow profitably in our targeted areas, including service contracts, preneed, international and mobile.

Assurant Specialty Property net income increased $10,260, or 10%, to $113,004 for First Quarter 2012 from $102,744 for First Quarter 2011. Results were driven by growth from new mortgage loan portfolios, no reportable catastrophes and mild winter weather. We continue to expect placement rates to return to more normal levels as seriously delinquent loans begin to be resolved. During First Quarter 2012, we were awarded 2.1 million new loans in a competitive bidding process, which will begin producing premium in the third quarter. Net earned premiums and fee income from our multi-family housing products increased primarily due to our 2011 SureDeposit acquisition. Overall, we continue to expect net earned premiums and fees in 2012 to be consistent with 2011, reflecting growth in multi-family housing and a modest decline in lender-placed homeowners premiums. As this product mix changes, we anticipate our expense and non-catastrophe loss ratios will rise.

Certain regulators, politicians, consumer advocates, government sponsored entities and others have raised issues regarding the lender-placed insurance business, in which Assurant’s Specialty Property is a major participant. We believe that we are in compliance with all applicable laws, regulations and contractual requirements. In connection with such issues, we have been engaged in discussions and proceedings with state regulators, including the New York Department of Financial Services (the “NYDFS”) and the California State Department of Insurance. Please see the “Risk Factors” section of this report for additional detail. We also proactively met with the Consumer Financial Protection Bureau staff in March 2012 and continue to engage in discussions regarding the consumer-focused processes we follow in the lender-placed business. In addition, we responded to a request for proposal issued by Fannie Mae related to cost-reduction efforts in the lender-placed business. We track about 7.9 million loans for Fannie Mae with a placement rate of approximately one percent.

Assurant Health net income increased $4,425, or 62%, to $11,615 for First Quarter 2012 from $7,190 for First Quarter 2011 due to continued focus on reducing operating expenses and expanding distribution. During First Quarter 2012, operating expenses declined $17,400 compared with First Quarter 2011 due to continued simplification of our operations. In addition, during First Quarter 2012 we entered into a exclusive marketing agreement with American Family Insurance Company (“American Family”), which has a broad network of agents that will now exclusively sell our individual health policies to their customers. Total individual medical sales increased when compared to the same period a year ago, due to the growth of our Health Access and Supplemental products. We anticipate that our new network agreement with Aetna Signature Administrators and marketing agreement with American Family will improve sales of all of our individual products.

 

38


Table of Contents

Assurant Employee Benefits net income increased 41% to $9,064 for First Quarter 2012 from $6,440 for First Quarter 2011, primarily due to improved life insurance mortality experience. Disability incidence rates improved slightly from year end 2011, but recovery experience remains challenging. We continue to see significant lengthening of the Social Security decision-making process for disability claim adjudication which negatively affects our results. Small employers, our primary customers, continue to face challenging economic conditions. We are further tailoring our strategic focus on distribution through key brokers and expanded offerings which are increasingly important to our customers and their employees. We expect continued growth in net earned premiums of our voluntary and supplemental products. However, overall net earned premiums are expected to be lower in the near term in our Assurant Employee Benefits business, primarily due to the loss of two Disability Reinsurance Management Services, Inc. clients and the lack of small employers’ payroll growth.

Critical Factors Affecting Results and Liquidity

Our results depend on the adequacy of our product pricing, underwriting and the accuracy of our methodology for the establishment of reserves for future policyholder benefits and claims, returns on and values of invested assets and our ability to manage our expenses. Factors affecting these items, including unemployment, difficult conditions in financial markets and the global economy, may have a material adverse effect on our results of operations or financial condition. For more information on these factors, see “Item 1A—Risk Factors” and “Item 7—MD&A Critical Factors Affecting Results” in our 2011 Annual Report on Form 10-K.

Assurant, Inc. regularly evaluates adjustments proposed by taxing authorities. Tax years 2005-2008 are under federal audit. It is reasonably possible that a change in the balance of unrecognized tax benefits may occur within the next 12 months. However, based on the information currently available, the Company does not expect any change to be material to the consolidated financial condition but could be material to net income in any given period.

Management believes the Company will have sufficient liquidity to satisfy its needs over the next twelve months including the ability to pay interest on our Senior Notes and dividends on our common stock.

For the three months ended March 31, 2012, net cash provided by operating activities, including the effect of exchange rate changes on cash and cash equivalents, totaled $1,826; net cash provided by investing activities totaled $18,576 and net cash used in financing activities totaled $122,300. We had $1,064,815 in cash and cash equivalents as of March 31, 2012. Please see “—Liquidity and Capital Resources,” below for further details.

Critical Accounting Policies and Estimates

Our 2011 Annual Report on Form 10-K described the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies and estimation process described in the 2011 Annual Report on Form 10-K were consistently applied to the unaudited interim consolidated financial statements for First Quarter 2012.

On January 1, 2012, the Company adopted the amendments to existing guidance on accounting for costs associated with acquiring or renewing insurance contracts. This guidance was adopted retrospectively and has been applied to all prior period financial information contained in these consolidated financial statements. See Note 3 to the Notes to Consolidated Financial Statements for more information.

The Affordable Care Act was signed into law in March 2010. One provision of the Affordable Care Act, effective January 1, 2011, established a minimum medical loss ratio (“MLR”) designed to ensure that a minimum percentage of premiums is paid for clinical services or health care quality improvement activities. The Affordable Care Act established an MLR of 80% for individual and small group business and 85% for large group business. If the actual loss ratios, calculated in a manner prescribed by the Department of Health and Human Services (“HHS”), are less than the required MLR, premium rebates are payable to the policyholders by August 1 of the subsequent year.

The Assurant Health loss ratio reported on page 46 (the “GAAP loss ratio”) differs from the loss ratio calculated under the MLR. The most significant differences include the fact that the MLR loss ratio is calculated separately by state and legal entity; the MLR calculation includes credibility adjustments for each entity, which are not applicable to the GAAP loss ratio; the MLR calculation applies only to some of our health insurance products, while the GAAP loss ratio applies to the entire portfolio, including products not governed by the Affordable Care Act; the MLR loss ratio includes quality improvement expenses, taxes and fees; changes in reserves are treated differently in the MLR loss ratio calculation; and the MLR premium rebate amounts are considered adjustments to premiums for GAAP reporting whereas they are reported as additions to incurred claims in the MLR rebate estimate calculations.

 

39


Table of Contents

Assurant Health has estimated its First Quarter 2012 impact of this regulation based on definitions and calculation methodologies outlined in the Interim Final Regulation from HHS released December 1, 2010 with Technical Corrections released December 29, 2010 and the HHS Final Regulation released December 7, 2011. An estimate was based on separate projection models for individual medical and small group business using projections of expected premiums, claims, and enrollment by state, legal entity and market for medical business subject to MLR requirements for the MLR reporting year. In addition, the projection models include quality improvement expenses, state assessments and taxes.

 

40


Table of Contents

Assurant Consolidated

Overview

The table below presents information regarding our consolidated results of operations:

 

     For the Three Months Ended
March 31,
 
     2012      2011  

Revenues:

     

Net earned premiums and other considerations

   $ 1,777,061       $ 1,762,012   

Net investment income

     172,295         171,873   

Net realized gains on investments

     7,544         3,777   

Amortization of deferred gain on disposal of businesses

     4,621         5,134   

Fees and other income

     111,403         93,875   
  

 

 

    

 

 

 

Total revenues

     2,072,924         2,036,671   
  

 

 

    

 

 

 

Benefits, losses and expenses:

     

Policyholder benefits

     856,358         893,028   

Selling, underwriting and general expenses (1)

     951,842         914,086   

Interest expense

     15,076         15,131   
  

 

 

    

 

 

 

Total benefits, losses and expenses

     1,823,276         1,822,245   
  

 

 

    

 

 

 

Income before provision for income taxes

     249,648         214,426   

Provision for income taxes

     86,388         73,675   
  

 

 

    

 

 

 

Net income

   $ 163,260       $ 140,751   
  

 

 

    

 

 

 

 

(1) Includes amortization of deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”).

The following discussion provides a general overall analysis of how the consolidated results were affected by our four operating segments and our Corporate and Other segment for First Quarter 2012 and First Quarter 2011. Please see the discussion that follows, for each of these segments, for a more detailed analysis of the fluctuations.

For The Three Months Ended March 31, 2012 Compared to The Three Months Ended March 31, 2011.

Net Income

The Company reported net income of $163,260 in First Quarter 2012, an increase of $22,509 or 16%, compared with $140,751 of net income for First Quarter 2011. The improvement was primarily due to increased net income across all four operating segments in First Quarter 2012 compared with First Quarter 2011.

 

41


Table of Contents

Assurant Solutions

Overview

The tables below present information regarding Assurant Solutions’ segment results of operations:

 

     For the Three Months
Ended March 31,
 
     2012      2011  

Revenues:

     

Net earned premiums and other considerations

   $ 626,948       $ 601,322   

Net investment income

     99,311         97,725   

Fees and other income

     72,440         60,686   
  

 

 

    

 

 

 

Total revenues

     798,699         759,733   
  

 

 

    

 

 

 

Benefits, losses and expenses:

     

Policyholder benefits

     209,808         214,694   

Selling, underwriting and general expenses

     523,177         489,601   
  

 

 

    

 

 

 

Total benefits, losses and expenses

     732,985         704,295   
  

 

 

    

 

 

 

Segment income before provision for income taxes

     65,714         55,438   

Provision for income taxes

     22,314         18,490   
  

 

 

    

 

 

 

Segment net income

   $ 43,400       $ 36,948   
  

 

 

    

 

 

 

Net earned premiums and other considerations:

     

Domestic:

     

Credit

   $ 42,832       $ 44,325   

Service contracts

     305,834         298,351   

Other (1)

     14,045         11,989   
  

 

 

    

 

 

 

Total domestic

     362,711         354,665   
  

 

 

    

 

 

 

International:

     

Credit

     106,390         91,959   

Service contracts

     129,061         120,248   

Other (1)

     6,905         6,019   
  

 

 

    

 

 

 

Total international

     242,356         218,226   
  

 

 

    

 

 

 

Preneed

     21,881         28,431   
  

 

 

    

 

 

 

Total

   $ 626,948       $ 601,322   
  

 

 

    

 

 

 

Fees and other income:

     

Domestic:

     

Debt protection

   $ 6,965       $ 7,165   

Service contracts

     31,015         29,102   

Other (1)

     1,445         1,672   
  

 

 

    

 

 

 

Total domestic

     39,425         37,939   
  

 

 

    

 

 

 

International

     9,147         7,412   

Preneed

     23,868         15,335   
  

 

 

    

 

 

 

Total

   $ 72,440       $ 60,686   
  

 

 

    

 

 

 

Gross written premiums (2):

     

Domestic:

     

Credit

   $ 93,242       $ 94,481   

Service contracts

     391,694         335,400   

Other (1)

     23,273         18,488   
  

 

 

    

 

 

 

Total domestic

     508,209         448,369   
  

 

 

    

 

 

 

International:

     

Credit

     247,329         247,209   

 

42


Table of Contents

Service contracts

     161,523        124,760   

Other (1)

     11,050        12,055   
  

 

 

   

 

 

 

Total international

     419,902        384,024   
  

 

 

   

 

 

 

Total

   $ 928,111      $ 832,393   
  

 

 

   

 

 

 

Preneed (face sales)

   $ 212,163      $ 169,475   
  

 

 

   

 

 

 

Combined ratios (3):

    

Domestic

     96.3     95.9

International

     101.7     105.5

 

(1) This includes emerging products and run-off products lines.
(2) Gross written premiums does not necessarily translate to an equal amount of subsequent net earned premiums since Assurant Solutions reinsures a portion of its premiums to insurance subsidiaries of its clients.
(3) The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and other income excluding the preneed business.

For The Three Months Ended March 31, 2012 Compared to The Three Months Ended March 31, 2011.

Net Income

Segment net income increased $6,452, or 18%, to $43,400 for First Quarter 2012 from $36,948 for First Quarter 2011 primarily driven by the improvement in our international and preneed businesses. Our international business results increased primarily from growth in Latin America and improved underwriting experience across all other regions. Our Preneed business results also increased primarily due to improved sales in U.S. and Canada. Partially offsetting these increases were reduced earnings from certain domestic blocks of business that are in run-off.

Total Revenues

Total revenues increased $38,966, or 5%, to $798,699 for First Quarter 2012 from $759,733 for First Quarter 2011. The increase was mainly the result of higher net earned premiums and other considerations of $25,626, primarily attributable to increases in both our international service contract and credit businesses and our domestic service contract business. International service contract net earned premiums increased due to growth in retail and mobile markets. Both service contract and credit net earned premiums increased from both new and existing clients in Latin America. Domestic net earned premiums increased primarily due to growth in the retail and automotive markets from new and existing clients. These increases were partially offset by the unfavorable impact of foreign exchange rates. Fees and other income increased $11,754, mostly driven by growth in our preneed business, which benefits from improved sales in the U.S. and Canada.

Gross written premiums increased $95,718, or 12%, to $928,111 for First Quarter 2012 from $832,393 for First Quarter 2011. Gross written premiums from our domestic automotive and retail service contract business increased $56,294 from both new and existing clients. Our international service contract business increased $36,763, due to growth across all regions from new and existing clients. These increases were partially offset by the unfavorable impact of foreign exchange rates.

Preneed face sales increased $42,688, or 25%, to $212,163 for First Quarter 2012 from $169,475 for First Quarter 2011. This increase was mostly attributable to growth from our exclusive distribution partnership with Service Corporation International, the largest funeral provider in North America. This exclusive distribution partnership is effective through September 29, 2014.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $28,690, or 4%, to $732,985 for First Quarter 2012 from $704,295 for First Quarter 2011. Policyholder benefits declined $4,886 primarily from improved loss experience in our international businesses and from a decrease associated with certain domestic and preneed lines of business that are in run-off. Selling, underwriting and general expenses increased $33,576. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, increased $25,850 due to higher net earned premiums in our international and domestic service contract businesses. General expenses increased $7,726 primarily due to higher costs associated with the growth of our international businesses.

 

43


Table of Contents

Assurant Specialty Property

Overview

The tables below present information regarding Assurant Specialty Property’s segment results of operations:

 

     For the Three Months
Ended March 31,
 
     2012     2011  

Revenues:

    

Net earned premiums and other considerations

   $ 484,200      $ 467,658   

Net investment income

     24,701        26,181   

Fees and other income

     24,139        17,299   
  

 

 

   

 

 

 

Total revenues

     533,040        511,138   
  

 

 

   

 

 

 

Benefits, losses and expenses:

    

Policyholder benefits

     155,710        166,953   

Selling, underwriting and general expenses

     207,012        188,280   
  

 

 

   

 

 

 

Total benefits, losses and expenses

     362,722        355,233   
  

 

 

   

 

 

 

Segment income before provision for income taxes

     170,318        155,905   

Provision for income taxes

     57,314        53,161   
  

 

 

   

 

 

 

Segment net income

   $ 113,004      $ 102,744   
  

 

 

   

 

 

 

Net earned premiums and other considerations:

    

By major product groupings:

    

Homeowners (lender-placed and voluntary)

   $ 329,130      $ 310,949   

Manufactured housing (lender-placed and voluntary)

     50,823        54,636   

Other (1)

     104,247        102,073   
  

 

 

   

 

 

 

Total

   $ 484,200      $ 467,658   
  

 

 

   

 

 

 

Ratios:

    

Loss ratio (2)

     32.2     35.7

Expense ratio (3)

     40.7     38.8

Combined ratio (4)

     71.4     73.3

 

(1) This primarily includes lender-placed flood, miscellaneous specialty property and multi-family housing insurance products.
(2) The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(3) The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.
(4) The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and other income.

For The Three Months Ended March 31, 2012 Compared to The Three Months Ended March 31, 2011.

Net Income

Segment net income increased $10,260, or 10%, to $113,004 for First Quarter 2012 from $102,744 for First Quarter 2011. The increase is primarily driven by an increase in lender-placed homeowners net earned premiums due to expanded loan portfolios from existing clients and premium growth in our multi-family housing products. In addition, results benefited from mild winter weather and no reportable catastrophe losses in First Quarter 2012. First Quarter 2011 included $7,417 (after-tax) of adverse loss development relating to catastrophe events that occurred in fourth quarter 2010.

Total Revenues

Total revenues increased $21,902, or 4%, to $533,040 for First Quarter 2012 from $511,138 for First Quarter 2011. This increase was primarily due to increased lender-placed homeowners gross earned premiums which is attributable to growth in loan portfolios and higher placement rates. In addition, revenues from our multi-family housing products, including increased fees from the 2011 SureDeposit Acquisition. These increases were partially offset by an increase in both ceded lender-placed and catastrophe reinsurance premiums.

 

44


Table of Contents

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $7,489, or 2%, to $362,722 for First Quarter 2012 from $355,233 for First Quarter 2011. The loss ratio decreased 350 basis points primarily due to no reportable catastrophe losses in First Quarter 2012. First Quarter 2011 included $11,410 of adverse loss development from a reportable catastrophe that occurred in the fourth quarter of 2010. Reportable catastrophe losses include only individual catastrophic events that generated losses to the Company in excess of $5,000, pre-tax and net of reinsurance. In addition, the frequency of non-catastrophe weather related losses decreased in First Quarter 2012, compared to First Quarter 2011, due to mild winter weather. Selling, underwriting and general expenses increased $18,732 primarily due to higher operating expenses to support business growth and higher benefit costs.

 

45


Table of Contents

Assurant Health

Overview

The tables below present information regarding Assurant Health’s segment results of operations:

 

     For the Three Months
Ended March 31,
 
     2012     2011  

Revenues:

    

Net earned premiums and other considerations

   $ 407,473      $ 426,162   

Net investment income

     11,128        11,302   

Fees and other income

     7,755        8,948   
  

 

 

   

 

 

 

Total revenues

     426,356        446,412   
  

 

 

   

 

 

 

Benefits, losses and expenses:

    

Policyholder benefits

     302,484        310,162   

Selling, underwriting and general expenses

     104,351        121,725   
  

 

 

   

 

 

 

Total benefits, losses and expenses

     406,835        431,887   
  

 

 

   

 

 

 

Segment income before provision for income taxes

     19,521        14,525   

Provision for income taxes

     7,906        7,335   
  

 

 

   

 

 

 

Segment net income

   $ 11,615      $ 7,190   
  

 

 

   

 

 

 

Net earned premiums and other considerations:

    

Individual markets:

    

Individual markets

   $ 301,153      $ 307,928   

Group markets

     106,320        118,234   
  

 

 

   

 

 

 

Total

   $ 407,473      $ 426,162   
  

 

 

   

 

 

 

Covered lives by product line:

    

Individual markets

     603        583   

Group markets

     119        140   
  

 

 

   

 

 

 

Total

     722        723   
  

 

 

   

 

 

 

Ratios:

    

Loss ratio (1)

     74.2     72.8

Expense ratio (2)

     25.1     28.0

Combined ratio (3)

     98.0     99.3

 

(1) The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(2) The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.
(3) The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and other income.

The Affordable Care Act

Some provisions of the Affordable Care Act have taken effect already, and other provisions will become effective at various dates over the next several years. In December 2010, HHS issued a number of interim final regulations with respect to the Affordable Care Act. In December 2011, HHS issued final regulations regarding the MLR. HHS has also issued technical corrections and Q&As throughout 2010 and 2011. However, HHS has not issued guidance regarding specific components of the MLR calculations. The Company has discussed these issues with other industry experts in order to make reasonable assumptions regarding the MLR rebate calculations. However, there remains a risk that HHS will issue new guidance before the 2011 MLR rebate calculations are due to be filed with HHS on June 1, 2012, which may differ from the Company’s assumptions. Recently, the Affordable Care Act has been challenged in the federal courts. In March 2012, the Supreme Court of the United States (the “Court”) heard arguments on the constitutionality of the Affordable Care Act, and a decision from the Court is expected this summer. Management continues to modify its business model to adapt to these new regulations and will continue to monitor HHS and state regulatory activity for clarification and additional regulations. Given the sweeping nature of the changes represented by the Affordable Care Act, our results of operations

 

46


Table of Contents

and financial position could be materially adversely affected. For more information, see “Item 1A—Risk Factors—Risk related to our industry—Recently enacted legislation reforming the U.S. health care system may have a material adverse effect on our financial condition and results of operations” in our 2011 Annual Report on Form 10-K.

For the Three Months Ended March 31, 2012 Compared to The Three Months Ended March 31, 2011.

Net Income

Segment results increased $4,425, or 62%, to $11,615 for First Quarter 2012 from $7,190 for First Quarter 2011. The increase was primarily attributable to lower expenses associated with organizational and operational expense reduction initiatives, lower commissions due to agent compensation changes and lower sales of new policies, and a lower effective tax rate. Partially offsetting these increases were lower sales of new policies and higher claims experience. First Quarter 2011 results included a $4,780 (after-tax) reimbursement from a pharmacy services provider related to pre-2011 activity.

Total Revenues

Total revenues decreased $20,056, or 5%, to $426,356 for First Quarter 2012 from $446,412 for First Quarter 2011. Net earned premiums and other considerations from our individual markets business decreased $6,775, or 2%, primarily due to lower sales of traditional individual medical products caused by the transition to supplemental and affordable choice products and changes in agent commissions, resulting from the Affordable Care Act. Net earned premiums and other considerations from our small group business decreased $11,914, or 10%, due to lower sales and continued policy lapses, partially offset by premium rate increases. These decreases were partially offset by premium rate increases and increased sales of supplemental and affordable choice products.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased $25,052, or 6%, to $406,835 for First Quarter 2012 from $431,887 for First Quarter 2011. Policyholder benefits decreased $7,678, or 2%; however, the benefit loss ratio increased to 74.2% from 72.8%. The decrease in policyholder benefits was primarily attributable to a decline in business volume. The increase in the benefit loss ratio was attributable to a disproportionate decline in benefits in relation to the decrease in net earned premiums and other considerations. Selling, underwriting and general expenses decreased $17,374, or 14%, primarily due to reduced employee related expenses, lower service provider and regulatory costs, and reduced commissions due to agent compensation changes and lower sales of new policies.

 

47


Table of Contents

Assurant Employee Benefits

Overview

The tables below present information regarding Assurant Employee Benefits’ segment results of operations:

 

     For the Three Months
Ended March 31,
 
     2012     2011  

Revenues:

    

Net earned premiums and other considerations

   $ 258,440      $ 266,870   

Net investment income

     31,933        32,467   

Fees and other income

     7,008        6,768   
  

 

 

   

 

 

 

Total revenues

     297,381        306,105   
  

 

 

   

 

 

 

Benefits, losses and expenses:

    

Policyholder benefits

     188,356        201,219   

Selling, underwriting and general expenses

     95,349        95,068   
  

 

 

   

 

 

 

Total benefits, losses and expenses

     283,705        296,287   
  

 

 

   

 

 

 

Segment income before provision for income taxes

     13,676        9,818   

Provision for income taxes

     4,612        3,378   
  

 

 

   

 

 

 

Segment net income

   $ 9,064      $ 6,440   
  

 

 

   

 

 

 

Net earned premiums and other considerations:

    

By major product grouping:

    

Group dental

   $ 101,742      $ 104,650   

All other group disability

     107,860        114,406   

Group life

     48,838        47,814   
  

 

 

   

 

 

 

Total

   $ 258,440      $ 266,870   
  

 

 

   

 

 

 

Ratios:

    

Loss ratio (1)

     72.9     75.4

Expense ratio (2)

     35.9     34.7

 

(1) The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(2) The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.

For The Three Months Ended March 31, 2012 Compared to The Three Months Ended March 31, 2011.

Net Income

Segment net income increased 41% to $9,064 for First Quarter 2012 from $6,440 for First Quarter 2011. The increase was primarily attributable to favorable group life insurance experience.

Total Revenues

Total revenues decreased 3% to $297,381 for First Quarter 2012 from $306,105 for First Quarter 2011. First Quarter 2012 net earned premiums decreased $8,430, primarily driven by the loss of policyholders as a result of pricing actions on a block of previously assumed disability reinsurance business as well as the loss of an assumed disability client.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased 4% to $283,705 for First Quarter 2012 from $296,287 for First Quarter 2011. The loss ratio decreased to 72.9% from 75.4%, primarily driven by favorable life and dental insurance loss experience. Expenses remained relatively consistent, however the expense ratio increased to 35.9% from 34.7% primarily as a result of decreased net earned premiums.

 

48


Table of Contents

Assurant Corporate & Other

The table below presents information regarding the Corporate & Other segment’s results of operations:

 

     For the Three Months
Ended March 31,
 
     2012     2011  

Revenues:

    

Net investment income

   $ 5,222      $ 4,198   

Net realized gains on investments

     7,544        3,777   

Amortization of deferred gain on disposal of businesses

     4,621        5,134   

Fees and other income

     61        174   
  

 

 

   

 

 

 

Total revenues

     17,448        13,283   
  

 

 

   

 

 

 

Benefits, losses and expenses:

    

Policyholder benefits

     0        0   

Selling, underwriting and general expenses

     21,953        19,412   

Interest expense

     15,076        15,131   
  

 

 

   

 

 

 

Total benefits, losses and expenses

     37,029        34,543   
  

 

 

   

 

 

 

Segment loss before benefit for income taxes

     (19,581     (21,260

Benefit for income taxes

     (5,758     (8,689
  

 

 

   

 

 

 

Segment net loss

   $ (13,823   $ (12,571
  

 

 

   

 

 

 

For The Three Months Ended March 31, 2012 Compared to The Three Months Ended March 31, 2011.

Net Loss

Segment net loss increased $1,252 or 10%, to $(13,823) for First Quarter 2012 compared with $(12,571) for First Quarter 2011. The increase is primarily attributable to changes in tax liabilities which resulted in a lower benefit for income taxes.

Total Revenues

Total revenues increased $4,165, or 31%, to $17,448 for First Quarter 2012 compared with $13,283 for First Quarter 2011. This increase in revenues was primarily the result of increased net realized gains on investments.

Total Benefits, Losses and Expenses

Total expenses increased $2,486, or 7%, to $37,029 for First Quarter 2012 compared with $34,543 for First Quarter 2011. This increase is mainly due to increased employee related benefits.

 

49


Table of Contents

Investments

The Company had total investments of $14,133,792 and $14,026,165 as of March 31, 2012 and December 31, 2011, respectively. For more information on our investments see Note 4 to the Notes to Consolidated Financial Statements included elsewhere in this report.

The following table shows the credit quality of our fixed maturity securities portfolio as of the dates indicated:

 

     As of  
Fixed Maturity Securities by Credit Quality (Fair Value)    March 31, 2012     December 31, 2011  

Aaa / Aa / A

   $ 6,741,859         59.5   $ 6,620,808         59.1

Baa

     3,719,759         32.9     3,692,709         33.0

Ba

     600,313         5.3     648,817         5.8

B and lower

     260,178         2.3     230,265         2.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 11,322,109         100.0   $ 11,192,599         100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Major categories of net investment income were as follows:

 

     Three Months Ended
March 31,
 
     2012     2011  

Fixed maturity securities

   $ 141,182      $ 142,052   

Equity securities

     5,872        8,052   

Commercial mortgage loans on real estate

     19,663        20,233   

Policy loans

     798        735   

Short-term investments

     1,377        1,274   

Other investments

     5,074        3,731   

Cash and cash equivalents

     3,901        1,742   
  

 

 

   

 

 

 

Total investment income

     177,867        177,819   

Investment expenses

     (5,572     (5,946
  

 

 

   

 

 

 

Net investment income

   $ 172,295      $ 171,873   
  

 

 

   

 

 

 

Net investment income remained relatively consistent at $172,295 for First Quarter 2012 compared with $171,873 for First Quarter 2011.

As of March 31, 2012, the Company owned $230,886 of securities guaranteed by financial guarantee insurance companies. Included in this amount was $208,516 of municipal securities, with a credit rating of A both with and without the guarantee.

The Company has exposure to sub-prime and related mortgages within our fixed maturity securities portfolio. At March 31, 2012, approximately 2.6% of our residential mortgage-backed holdings had exposure to sub-prime mortgage collateral. This represented approximately 0.2% of the total fixed income portfolio and 0.9% of the total unrealized gain position. Of the securities with sub-prime exposure, approximately 17.1% are rated as investment grade. All residential mortgage-backed securities, including those with sub-prime exposure, are reviewed as part of the ongoing other-than-temporary impairment monitoring process.

Collateralized Transactions

The Company engages in transactions in which fixed maturity securities, especially bonds issued by the U.S. government, government agencies and authorities, and U.S. corporations, are loaned to selected broker/dealers. Collateral, greater than or equal to 102% of the fair value of the securities lent, plus accrued interest, is received in the form of cash and cash equivalents held by a custodian bank for the benefit of the Company. The use of cash collateral received is unrestricted. The Company reinvests the cash collateral received, generally in investments of high credit quality that are designated as available-for-sale. The Company monitors the fair value of securities loaned and the collateral received, with additional collateral obtained, as necessary. The Company is subject to the risk of loss to the extent there is a loss on the re-investment of cash collateral.

 

50


Table of Contents

As of March 31, 2012 and December 31, 2011, our collateral held under securities lending, of which its use is unrestricted, was $94,125 and $95,221, respectively, and is included in the consolidated balance sheets under the collateral held/pledged under securities agreements. Our liability to the borrower for collateral received was $94,290 and $95,494, respectively, and is included in the consolidated balance sheets under the obligation under securities agreements. The difference between the collateral held and obligations under securities lending is recorded as an unrealized loss and is included as part of AOCI. All securities with unrealized losses have been in a continuous loss position for twelve months or longer as of March 31, 2012 and December 31, 2011. The Company has actively reduced the size of its securities lending to mitigate counterparty exposure. The Company includes the available-for-sale investments purchased with the cash collateral in its evaluation of other-than-temporary impairments.

Cash proceeds that the Company receives as collateral for the securities it lends and subsequent repayment of the cash are regarded by the Company as cash flows from financing activities, since the cash received is considered a borrowing. Since the Company reinvests the cash collateral generally in investments that are designated as available-for-sale, the reinvestment is presented as cash flows from investing activities.

Liquidity and Capital Resources

Regulatory Requirements

Assurant, Inc. is a holding company and, as such, has limited direct operations of its own. Our holding company’s assets consist primarily of the capital stock of our subsidiaries. Accordingly, our future cash flows depend upon the availability of dividends and other statutorily permissible payments from our subsidiaries, such as payments under our tax allocation agreement and under management agreements with our subsidiaries. The ability to pay such dividends and to make such other payments will be limited by applicable laws and regulations of the states in which our subsidiaries are domiciled, which subject our subsidiaries to significant regulatory restrictions. The dividend requirements and regulations vary from state to state and by type of insurance provided by the applicable subsidiary. These laws and regulations require, among other things, our insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay to the holding company. Along with solvency regulations, the primary driver in determining the amount of capital used for dividends is the level of capital needed to maintain desired financial strength ratings from A.M. Best.

Given recent economic events that have affected the insurance industry, both regulators and rating agencies could become more conservative in their methodology and criteria, including increasing capital requirements for our insurance subsidiaries which, in turn, could negatively affect our capital resources. On October 27, 2011, Standard and Poor’s (“S&P”) revised the outlook on Assurant, Inc’s counterparty credit rating and the financial strength ratings of Assurant’s primary property and casualty ratings to positive from stable. In addition, S&P downgraded the financial strength ratings of Assurant’s primary health subsidiaries from BBB+ to BBB and revised the outlook on these entities to stable from negative. On February 24, 2012, Moody’s Investor Services (“Moody’s”) affirmed Assurant, Inc.’s Senior Debt rating of Baa2 but changed the outlook on this rating to stable from negative. In addition, Moody’s affirmed the financial strength ratings of Assurant’s primary life and health insurance subsidiaries at A3 but changed the outlook on the ratings of two of our life and health insurance subsidiaries to stable from negative. A negative outlook remains on the ratings of Assurant’s two other rated life and health subsidiaries due to concerns about the impact of the Affordable Care Act. For further information on our ratings and the risks of ratings downgrades, see “Item 1—Business” and “Item 1A—Risk Factors—Risks Related to Our Company—A.M. Best, Moody’s and S&P rate the financial strength of our insurance company subsidiaries, and a decline in these ratings could affect our standing in the insurance industry and cause our sales and earnings to decrease” in our 2011 Annual Report on Form 10-K. For 2012, the maximum amount of distributions our U.S. domiciled insurance subsidiaries could pay, under applicable laws and regulations without prior regulatory approval, is approximately $504,000. During First Quarter 2012, we took dividends or returns of capital, net of infusions, of $49,000 from our subsidiaries. We anticipate that we will be able to take dividends in 2012 of at least equal to insurance subsidiary earnings.

Liquidity

As of March 31, 2012, we had approximately $596,553 in holding company capital. The Company uses the term “holding company capital” to represent cash and other liquid marketable securities held at Assurant, Inc., out of a total of $758,658, that we are not otherwise holding for a specific purpose as of the balance sheet date, but can be used for stock repurchases, stockholder dividends, acquisitions, and other corporate purposes. $250,000 of the $596,553 of holding company capital is intended to serve as a buffer against remote risks (such as large-scale hurricanes). Dividends or returns of capital, net of infusions, made to the holding Company from its operating companies were $49,000 and $523,881 for First Quarter 2012 and the year ended December 31, 2011, respectively. We use these cash inflows primarily to pay expenses, to make interest payments on indebtedness, to make dividend payments to our stockholders, to make subsidiary capital contributions, to fund acquisitions and to repurchase our outstanding shares.

 

51


Table of Contents

In addition to paying expenses and making interest payments on indebtedness, our capital management strategy provides for several uses for the cash generated by our subsidiaries, including without limitation, returning capital to shareholders through share repurchases and dividends; investing in our businesses to support growth in targeted areas; and making prudent and opportunistic acquisitions. We made share repurchases and paid dividends to our stockholders of $115,298 and $600,314 during First Quarter 2012 and the year ended December 31, 2011, respectively.

The primary sources of funds for our subsidiaries consist of premiums and fees collected, proceeds from the sales and maturity of investments and net investment income. Cash is primarily used to pay insurance claims, agent commissions, operating expenses and taxes. We generally invest our subsidiaries’ excess funds in order to generate investment income.

We conduct periodic asset liability studies to measure the duration of our insurance liabilities, to develop optimal asset portfolio maturity structures for our significant lines of business and ultimately to assess that cash flows are sufficient to meet the timing of cash needs. These studies are conducted in accordance with formal company-wide Asset Liability Management (“ALM”) guidelines.

To complete a study for a particular line of business, models are developed to project asset and liability cash flows and balance sheet items under a large, varied set of plausible economic scenarios. These models consider many factors including the current investment portfolio, the required capital for the related assets and liabilities, our tax position and projected cash flows from both existing and projected new business.

Alternative asset portfolio structures are analyzed for significant lines of business. An investment portfolio maturity structure is then selected from these profiles given our return hurdle and risk preference. Sensitivity testing of significant liability assumptions and new business projections is also performed.

Our liabilities have limited policyholder optionality which results in policyholder behavior that is relatively insensitive to the interest rate environment. In addition, our investment portfolio is largely comprised of highly liquid fixed maturity securities with a sufficient component of such securities invested that are near maturity which may be sold with minimal risk of loss to meet cash needs. Therefore, we believe we have limited exposure to disintermediation risk.

Generally, our subsidiaries’ premiums, fees and investment income, along with planned asset sales and maturities, provide sufficient cash to pay claims and expenses. However, there are instances when unexpected cash needs arise in excess of that available from usual operating sources. In such instances, we have several options to raise needed funds, including selling assets from the subsidiaries’ investment portfolios, using holding company cash (if available), issuing commercial paper, or drawing funds from our revolving credit facility. In addition, we have filed an automatically effective shelf registration statement on Form S-3 with the SEC. This registration statement allows us to issue equity, debt or other types of securities through one or more methods of distribution. The terms of any offering would be established at the time of the offering, subject to market conditions. If we decide to make an offering of securities, we will consider the nature of the cash requirement as well as the cost of capital in determining what type of securities we may offer.

We paid dividends of $0.18 per common share on March 12, 2012 to stockholders of record as of February 27, 2012. Any determination to pay future dividends will be at the discretion of our Board of Directors and will be dependent upon: our subsidiaries’ payment of dividends and/or other statutorily permissible payments to us; our results of operations and cash flows; our financial position and capital requirements; general business conditions; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factors our Board of Directors deems relevant.

On January 18, 2011, our Board of Directors authorized the Company to repurchase up to an additional $600,000 of its outstanding common stock, making its total authorization $805,587 at that date. During the three months ended March 31, 2012, we repurchased 2,418,000 shares of our outstanding common stock at a cost of $99,309, exclusive of commissions. As of March 31, 2012, $206,083 remained under the total repurchase authorization. The timing and the amount of future repurchases will depend on market conditions and other factors.

Management believes the Company will have sufficient liquidity to satisfy its needs over the next twelve months, including the ability to pay interest on our Senior Notes and dividends on our common shares.

Retirement and Other Employee Benefits

Our qualified pension benefits plan (the “Plan”) was under-funded by $100,312 and $125,517 (based on the fair value of Plan assets compared to the projected benefit obligation) on a GAAP basis at March 31, 2012 and December 31, 2011, respectively. This equates to an 86% and 83% funded status at March 31, 2012 and December 31, 2011, respectively. The change in under-funded status is mainly due to an increase in the discount rate used to determine the projected benefit obligation and favorable investment returns.

 

52


Table of Contents

In prior years we established a funding policy in which service cost plus 15% of qualified plan deficit will be contributed annually. During First Quarter 2012, we contributed $12,500 in cash to the Plan. Additional cash, up to $37,500, is expected to be contributed to the Plan over the remainder of 2012.

Commercial Paper Program

Our commercial paper program requires us to maintain liquidity facilities either in an available amount equal to any outstanding notes from the program or in an amount sufficient to maintain the ratings assigned to the notes issued from the program. Our commercial paper is rated AMB-2 by A.M. Best, P-2 by Moody’s and A2 by S&P. Our subsidiaries do not maintain commercial paper or other borrowing facilities. This program is currently backed up by a $350,000 senior revolving credit facility, of which $325,704 was available at March 31, 2012, due to outstanding letters of credit.

On September 21, 2011, we entered into a four-year unsecured $350,000 revolving credit agreement (“2011 Credit Facility”) with a syndicate of banks arranged by JP Morgan Chase Bank, N.A. and Bank of America, N.A. The 2011 Credit Facility replaces the Company’s prior three-year $350,000 revolving credit facility (“2009 Credit Facility”), which was entered into on December 18, 2009 and was scheduled to expire in December 2012. The 2009 Credit Facility terminated upon the effective date of the 2011 Credit Facility. Due to the termination, the Company wrote off $1,407 of unamortized upfront arrangement fees. The 2011 Credit Facility provides for revolving loans and the issuance of multi-bank, syndicated letters of credit and/or letters of credit from a sole issuing bank in an aggregate amount of $350,000 and is available until September 2015, provided we are in compliance with all covenants. The 2011 Credit Facility has a sublimit for letters of credit issued thereunder of $50,000. The proceeds of these loans may be used for our commercial paper program or for general corporate purposes. The Company may increase the total amount available under the 2011 Credit Facility to $525,000 subject to certain conditions. No bank is obligated to provide commitments above their current share of the $350,000 facility.

We did not use the commercial paper program during the three months ended March 31, 2012 or 2011, and there were no amounts outstanding relating to the commercial paper program at March 31, 2012 and December 31, 2011. We made no borrowings using either the 2009 or 2011 Credit Facility and no loans are outstanding at March 31, 2012. We had $24,296 of letters of credit outstanding under the 2011 Credit Facility as of March 31, 2012.

The 2011 Credit Facility contains restrictive covenants and requires that the Company maintain certain specified minimum ratios and thresholds. Among others, these covenants include maintaining a maximum debt to capitalization ratio and a minimum consolidated adjusted net worth. At March 31, 2012, we were in compliance with all covenants, minimum ratios, and thresholds.

Senior Notes

We have two series of senior notes outstanding in an aggregate principal amount of $975,000 (the “Senior Notes”). The first series is $500,000 in principal amount, bears interest at 5.63% per year and is due February 15, 2014. The second series is $475,000 in principal amount, bears interest at 6.75% per year and is due February 15, 2034.

Interest on our Senior Notes is payable semi-annually on February 15 and August 15 of each year. The interest expense incurred related to the Senior Notes was $15,047 for the three months ended March 31, 2012 and 2011, respectively. There was $7,523 of accrued interest at March 31, 2012 and 2011, respectively. The Senior Notes are unsecured obligations and rank equally with all of our other senior unsecured indebtedness. The Senior Notes are not redeemable prior to maturity.

In management’s opinion, dividends from our subsidiaries together with our income and gains from our investment portfolio will provide sufficient liquidity to meet our needs in the ordinary course of business.

 

53


Table of Contents

Cash Flows

We monitor cash flows at the consolidated, holding company and subsidiary levels. Cash flow forecasts at the consolidated and subsidiary levels are provided on a monthly basis, and we use trend and variance analyses to project future cash needs, making adjustments to the forecasts when needed.

The table below shows our recent net cash flows:

 

     For the Three Months
Ended March 31,
 

Net cash provided by (used in):

   2012     2011  

Operating activities (1)

   $ 1,826      $ 187,438   

Investing activities

     18,576        (166,450

Financing activities

     (122,300     (231,070
  

 

 

   

 

 

 

Net change in cash

   $ (101,898   $ (210,082
  

 

 

   

 

 

 

 

(1) Includes effect of exchange rate changes on cash and cash equivalents.

We typically generate operating cash inflows from premiums collected from our insurance products and income received from our investments while outflows consist of policy acquisition costs, benefits paid, and operating expenses. These net cash flows are then invested to support the obligations of our insurance products and required capital supporting these products. Our cash flows from operating activities are affected by the timing of premiums, fees, and investment income received and expenses paid.

Net cash provided by operating activities was $1,826 and $187,438 for Three Months 2012 and Three Months 2011, respectively. The decrease in cash provided by operating activities was primarily due to changes in the timing of payments, primarily commissions and reinsurance premiums payable. Cash inflows from premiums collected and income received from investments was consistent period-on-period.

Net cash provided by (used in) investing activities was $18,576 and $(166,450) for Three Months 2012 and Three Months 2011, respectively. The increase in investing activities was mainly due to an increase in sales of fixed maturity securities and changes in our short-term investments.

Net cash used in financing activities was $122,300 and $231,070 for Three Months 2012 and Three Months 2011, respectively. The decrease in financing activities was primarily due to decreased repurchases of our common stock and changes in our obligation under securities agreements.

The table below shows our cash outflows for interest and dividends for the periods indicated:

 

     For the Three Months
Ended March 31,
 
     2012      2011  

Interest paid on mandatorily redeemable preferred stock and debt

   $ 30,094       $ 30,150   

Common stock dividends

     15,941         16,122   
  

 

 

    

 

 

 

Total

   $ 46,035       $ 46,272   
  

 

 

    

 

 

 

Letters of Credit

In the normal course of business, we issue letters of credit primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. We had $24,296 of letters of credit outstanding as of March 31, 2012 and December 31, 2011.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 3 to the Notes to Consolidated Financial Statements.

 

54


Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our 2011 Annual Report on Form 10-K described our Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during First Quarter 2012.

 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2012. Based on that review, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information the Company is required to disclose in its reports under the Exchange Act is recorded, processed, summarized and reported accurately including, without limitation, ensuring that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

During the quarter ended March 31, 2012, we made no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

55


Table of Contents

PART II

OTHER INFORMATION

 

Item 1. Legal Proceedings.

The Company is involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff and may from time to time be subject to a variety of legal and regulatory actions relating to our current and past business operations. See Note 13 to the Notes to Consolidated Financial Statements for a description of certain matters. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, we do not believe that the outcome of pending matters will have a material adverse effect individually or in the aggregate, on the Company’s financial position, results of operations, or cash flows.

 

Item 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition and results of operations and you should carefully consider them. It is not possible to predict or identify all such factors. For discussion of our potential risks or uncertainties, please refer to “Item 1A—Risk Factors” included in our 2011 Annual Report on Form 10-K. Except as set forth in the following updated risk factor, there have been no material changes to the risk factors disclosed in our 2011 Annual Report on Form 10-K.

Our business is subject to risks related to litigation and regulatory actions.

From time to time, we may be subject to a variety of legal and regulatory actions relating to our current and past business operations, including, but not limited to:

 

   

disputes over coverage or claims adjudication including, but not limited to, pre-existing conditions in individual medical contracts and rescissions of policies;

 

   

disputes over our treatment of claims, where states or insured may allege that we failed to make required payments or to meet prescribed deadlines for adjudicating claims;

 

   

disputes regarding sales practices, disclosures, premium refunds, licensing, regulatory compliance, underwriting and compensation arrangements;

 

   

disputes with agents, brokers or network providers over compensation and termination of contracts and related claims;

 

   

actions by regulatory authorities that may challenge our ability to increase or maintain our premium rates, require us to reduce current premium rates and/or result in other fees;

 

   

disputes alleging packaging of credit insurance products with other products provided by financial institutions;

 

   

disputes with tax and insurance authorities regarding our tax liabilities;

 

   

disputes relating to customers’ claims that the customer was not aware of the full cost or existence of the insurance or limitations on insurance coverage; and

 

   

industry-wide investigations regarding business practices including, but not limited to, the use and the marketing of certain types of insurance policies or certificates of insurance.

In fall 2011, Assurant, along with other insurers and with mortgage servicers, received a request for information from the NYDFS regarding its lender-placed insurance business. On February 7, 2012, the Company and two of its wholly owned insurance subsidiaries, American Security Insurance Company and American Bankers Insurance Company of Florida, each received a subpoena from the NYDFS requesting information regarding the lender-placed business and related document retention practices. In response to the subpoenas, depositions were conducted in late February involving designated witnesses for the Company and the foregoing subsidiaries. On March 23, 2012, the Company received an additional request from the NYDFS for further information relating to its lender-placed insurance program in New York and submitted a response on April 13, 2012. Along with other companies in the industry, the Company has been requested to testify at public hearings of the NYDFS in mid-May and American Security Insurance Company has submitted additional information to the NYDFS in response to the Notice of Public Hearings. The Company is committed to cooperating fully with the NYDFS.

 

56


Table of Contents

In addition, the Company is also engaged in discussions with the California State Department of Insurance (the “Department”) regarding the Company’s lender-placed insurance premium rates. In 2010, the Company submitted a proposed 10% rate decrease, which the Department did not approve. The Company recently re-filed proposed rates. Further discussions with the Department may follow before new rates take effect. The new rates would affect policies that, in 2011, accounted for approximately half of California property insurance net earned premiums.

Unfavorable outcomes in litigation or regulatory proceedings, or significant problems in our relationships with regulators, could materially adversely affect our results of operations and financial condition, our reputation, and our ability to continue to do business. They could also expose us to further investigations or litigations. In addition, certain of our clients in the mortgage industry are the subject of various regulatory investigations and/or litigation regarding mortgage lending practices, which could indirectly affect our business.

 

57


Table of Contents
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

Repurchase of Equity Securities:

 

Period in 2012

   Total Number of
Shares  Purchased
     Average Price
Paid Per Share
     Total Number of
Shares

Purchased as Part of
Publicly Announced
Programs(1)
     Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the
Programs(1)
 

January 1-31

     978,000       $ 39.50         978,000       $ 266,777,096   

February 1-29

     528,000         43.37         528,000         243,889,747   

March 1-31

     912,000         41.47         912,000         206,083,388   
  

 

 

       

 

 

    

Total

     2,418,000       $ 41.09         2,418,000       $ 206,083,388   
  

 

 

       

 

 

    

 

(1) Shares purchased pursuant to the January 18, 2011 publicly announced share repurchase authorization of up to $600,000 of outstanding common stock.

 

58


Table of Contents
Item 6. Exhibits.

Pursuant to the rules and regulations of the SEC, the Company has filed or incorporated by reference certain agreements as exhibits to this quarterly report on Form 10-Q. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in the Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.

The following exhibits either (a) are filed with this report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings. Exhibits are available upon request at the investor relations section of our website at www.assurant.com. Our website is not a part of this report and is not incorporated by reference in this report.

 

  12.1    Computation of Ratio of Consolidated Earnings to Fixed Charges.
  31.1    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
  31.2    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
  32.1    Certification of Chief Executive Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2    Certification of Chief Financial Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  101    The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

 

59


Table of Contents

SIGNATURES

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

 

    ASSURANT, INC.
Date: May 2, 2012     By:  

/s/    ROBERT B. POLLOCK        

    Name:   Robert B. Pollock
    Title:   President and Chief Executive Officer
Date: May 2, 2012     By:  

/s/    MICHAEL J. PENINGER        

    Name:   Michael J. Peninger
    Title:   Executive Vice President and Chief Financial Officer

 

60