ASSURANT, INC. - Quarter Report: 2016 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended September 30, 2016



¨	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.)

28 Liberty Street, 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 x 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 x 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.

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

The number of shares of the registrant’s Common Stock outstanding at October 28, 2016 was 57,012,647.

ASSURANT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016

TABLE OF CONTENTS



Item Number		Page Number
	PART I FINANCIAL INFORMATION

1.	Financial Statements of Assurant, Inc.:

	Consolidated Balance Sheets (unaudited) at September 30, 2016 and December 31, 2015	2

	Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2016 and 2015	3

	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2016 and 2015	4

	Consolidated Statement of Changes in Stockholders’ Equity (unaudited) from December 31, 2015 through September 30, 2016	5

	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2016 and 2015	6

	Notes to Consolidated Financial Statements (unaudited) for the three and nine months ended September 30, 2016 and 2015	7

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49

3.	Quantitative and Qualitative Disclosures About Market Risk	69

4.	Controls and Procedures	69

	PART II OTHER INFORMATION

1.	Legal Proceedings	70

1A.	Risk Factors	70

2.	Unregistered Sales of Equity Securities and Use of Proceeds	70

6.	Exhibits	71

	Signatures	72

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.

Assurant, Inc.

Consolidated Balance Sheets (unaudited)

At September 30, 2016 and December 31, 2015



	September 30, 2016			December 31, 2015
	(in thousands except number of shares and per share amounts)
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized cost - $8,835,922 in 2016 and $9,470,795 in 2015)	$	9,919,591		$	10,215,328
Equity securities available for sale, at fair value (cost - $392,780 in 2016 and $450,563 in 2015)	450,617			500,057
Commercial mortgage loans on real estate, at amortized cost	595,067			1,151,256
Policy loans	40,113			43,858
Short-term investments	396,598			508,950
Other investments	631,104			575,323
Total investments	12,033,090			12,994,772
Cash and cash equivalents	1,116,623			1,288,305
Premiums and accounts receivable, net	1,312,738			1,260,717
Reinsurance recoverables	9,059,947			7,470,403
Accrued investment income	116,823			129,743
Deferred acquisition costs	3,034,091			3,150,934
Property and equipment, at cost less accumulated depreciation	337,100			298,414
Tax receivable	—			24,176
Goodwill	839,681			833,512
Value of business acquired	34,350			41,154
Other intangible assets, net	263,284			277,163
Other assets	397,169			469,005
Assets held in separate accounts	1,738,940			1,798,104
Total assets	$	30,283,836		$	30,036,402
Liabilities
Future policy benefits and expenses	$	10,042,896		$	9,466,694
Unearned premiums	6,443,266			6,423,720
Claims and benefits payable	3,397,455			3,896,719
Commissions payable	382,778			393,260
Reinsurance balances payable	116,233			132,728
Funds held under reinsurance	106,924			94,417
Deferred gains on disposal of businesses	318,411			92,327
Accounts payable and other liabilities	2,009,379			2,049,810
Tax payable	57,083			—
Debt	1,165,557			1,164,656
Liabilities related to separate accounts	1,738,940			1,798,104
Total liabilities	25,778,922			25,512,435
Commitments and contingencies (Note 16)
Stockholders’ equity
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 58,010,506 and 65,850,386 shares outstanding at September 30, 2016 and December 31, 2015, respectively	1,503			1,497
Additional paid-in capital	3,168,267			3,148,409
Retained earnings	5,295,671			4,856,674
Accumulated other comprehensive income	328,106			118,549
Treasury stock, at cost; 91,954,392 and 83,523,031 shares at September 30, 2016 and December 31, 2015, respectively	(4,288,633		)	(3,601,162		)
Total stockholders’ equity	4,504,914			4,523,967
Total liabilities and stockholders’ equity	$	30,283,836		$	30,036,402

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statements of Operations (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
	(in thousands except number of shares and per share amounts)
Revenues
Net earned premiums	$	1,215,133	$	2,058,421		$	3,832,595		$	6,356,241
Fees and other income	347,693		317,523			1,033,688			920,694
Net investment income	124,798		148,766			380,325			468,825
Net realized gains on investments, excluding other-than- temporary impairment losses	10,704		6,910			194,749			25,434
Total other-than-temporary impairment losses	—		(1,696		)	(364		)	(4,904		)
Portion of net loss (gain) recognized in other comprehensive income, before taxes	—		989			(337		)	1,627
Net other-than-temporary impairment losses recognized in earnings	—		(707		)	(701		)	(3,277		)
Amortization of deferred gains and gains on disposal of businesses	135,840		3,243			309,254			9,743
Gain on pension plan curtailment	—		—			29,578			—
Total revenues	1,834,168		2,534,156			5,779,488			7,777,660
Benefits, losses and expenses
Policyholder benefits	435,173		1,254,205			1,379,803			3,732,646
Amortization of deferred acquisition costs and value of business acquired	330,353		341,439			1,007,335			1,064,325
Underwriting, general and administrative expenses	833,778		956,984			2,554,732			2,848,387
Interest expense	14,006		13,779			43,741			41,335
Total benefits, losses and expenses	1,613,310		2,566,407			4,985,611			7,686,693
Income (loss) before provision (benefit) for income taxes	220,858		(32,251		)	793,877			90,967
Provision (benefit) for income taxes	76,491		(25,229		)	259,843			15,156
Net income (loss)	$	144,367	$	(7,022	)	$	534,034		$	75,811
Earnings Per Share
Basic	$	2.40	$	(0.10	)	$	8.54		$	1.10
Diluted	$	2.37	$	(0.10	)	$	8.46		$	1.09
Dividends per share	$	0.50	$	0.30		$	1.50		$	0.87
Share Data
Weighted average shares outstanding used in basic per share calculations	60,262,073		67,632,920			62,522,980			68,646,043
Plus: Dilutive securities	566,268		—			570,340			695,843
Weighted average shares used in diluted per share calculations	60,828,341		67,632,920			63,093,320			69,341,886

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands)
Net income (loss)	$	144,367		$	(7,022	)	$	534,034		$	75,811
Other comprehensive income (loss):
Change in unrealized gains on securities, net of taxes of $(8,362), $15,262, $(85,700) and $103,490, respectively	16,334			(34,719		)	162,146			(200,324		)
Change in other-than-temporary impairment gains, net of taxes of $(165), $1,031, $405 and $1,663, respectively	306			(1,914		)	(753		)	(3,089		)
Change in foreign currency translation, net of taxes of $498, $2,543, $(1,157) and $4,486, respectively	(15,966		)	(68,499		)	(18,630		)	(114,299		)
Pension plan curtailment and amortization of pension and postretirement unrecognized net periodic benefit cost, net of taxes of $(96), $(1,481), $(35,966) and $(4,299), respectively	178			2,751			66,794			7,983
Total other comprehensive income (loss)	852			(102,381		)	209,557			(309,729		)
Total comprehensive income (loss)	$	145,219		$	(109,403	)	$	743,591		$	(233,918	)

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statement of Stockholders’ Equity (unaudited)

From December 31, 2015 through September 30, 2016



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Treasury Stock			Total
	(in thousands)
Balance at December 31, 2015	$	1,497	$	3,148,409		$	4,856,674		$	118,549	$	(3,601,162	)	$	4,523,967
Stock plan exercises	6		(18,702		)	—			—		—			(18,696		)
Stock plan compensation	—		29,198			—			—		—			29,198
Change in tax benefit from share-based payment arrangements	—		9,362			—			—		—			9,362
Dividends	—					(95,037		)	—		—			(95,037		)
Acquisition of common stock	—		—			—			—		(687,471		)	(687,471		)
Net income	—		—			534,034			—		—			534,034
Other comprehensive income	—		—			—			209,557		—			209,557
Balance, September 30, 2016	$	1,503	$	3,168,267		$	5,295,671		$	328,106	$	(4,288,633	)	$	4,504,914

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
	2016			2015
	(in thousands)
Net cash (used in) provided by operating activities	$	(43,055	)	$	529,474
Investing activities
Sales of:
Fixed maturity securities available for sale	1,736,090			1,867,603
Equity securities available for sale	160,037			101,566
Other invested assets	51,907			45,902
Property and equipment and other	292			3,394
Subsidiary, net of cash transferred (1)	873,920			65,002
Commercial mortgage loans on real estate (2)	268,833			—
Maturities, calls, prepayments, and scheduled redemption of:
Fixed maturity securities available for sale	589,352			533,834
Commercial mortgage loans on real estate	86,953			163,310
Purchases of:
Fixed maturity securities available for sale	(2,832,399		)	(1,924,070		)
Equity securities available for sale	(150,482		)	(133,662		)
Commercial mortgage loans on real estate	(52,198		)	(136,248		)
Other invested assets	(79,176		)	(25,772		)
Property and equipment and other	(66,791		)	(89,433		)
Subsidiaries, net of cash transferred (3)	(63,243		)	(16,844		)
Change in short-term investments	106,025			(432,406		)
Change in policy loans	2,145			3,246
Change in collateral held/pledged under securities agreements	—			44,952
Net cash provided by investing activities	631,265			70,374
Financing activities
Issuance of debt	249,625			—
Repayment of debt	(250,000		)	—
Change in tax benefit from share-based payment arrangements	9,362			(801		)
Acquisition of common stock	(674,251		)	(218,673		)
Dividends paid	(95,037		)	(60,906		)
Change in obligation under securities agreements	—			(44,952		)
Net cash used in financing activities	(760,301		)	(325,332		)
Effect of exchange rate changes on cash and cash equivalents	(5,449		)	(35,459		)
Adjustments for cash included in business classified as held for sale	5,858			(13,777		)
Change in cash and cash equivalents	(171,682		)	225,280
Cash and cash equivalents at beginning of period	1,288,305			1,318,656
Cash and cash equivalents at end of period	$	1,116,623		$	1,543,936


(1)	Relates to the sale of Assurant's Employee Benefits segment mainly through reinsurance transactions and supplemental and small group self-funded business.


(2)	For further information see Note 7.


(3)	Relates primarily to the acquisition of Shipsurance, Mobile Defense and American Title and the purchase of renewal rights to the National Flood Insurance block of business of Nationwide Mutual Insurance Company.

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

1. Nature of Operations

Assurant, Inc. (the “Company”) is a holding company whose subsidiaries globally provide risk management solutions, protecting where consumers live and the goods they buy.

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

Through its operating subsidiaries, the Company provides mobile device protection and related services; extended service contracts; vehicle protection; pre-funded funeral insurance; credit insurance; renters insurance; lender-placed homeowners insurance; mortgage valuation and field services and manufactured housing insurance.

As previously announced, the Company will substantially exit the health insurance market by the end of 2016 and sold its Assurant Employee Benefits segment on March 1, 2016 mainly through a series of reinsurance transactions with Sun Life Assurance Company of Canada, a subsidiary of Sun Life Financial Inc. (“Sun Life”). See Notes 4 and 5, respectively, for more information.

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 notes required by GAAP for complete financial statements.

The interim financial data as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 is unaudited; in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for 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 2016 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”) introduced new and significant premium stabilization programs in 2014. These programs require the Company to record amounts to our consolidated financial statements based on assumptions and estimates that have materially changed in prior periods as experience develops until the Company exits the Health business and settles related receivables. However, given the significant reduction in recoverables under the programs and remaining reserves as of September 30, 2016, the Company believes that such changes will no longer be material to the consolidated financial statements.

Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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, 2015.

3. Recent Accounting Pronouncements

Adopted

On January 1, 2016 the Company adopted the amended guidance on presentation of debt issuance costs. This amended guidance requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liabilities, consistent with debt discounts or premiums, as compared to previous guidance that required capitalization as a deferred asset. The recognition and measurement guidance for debt issuance costs is not affected by the amendments. The adoption of this new presentation guidance did not impact the Company’s financial position or results of operations.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

On January 1, 2016, the Company adopted the new consolidation guidance that affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The adoption of this new consolidation guidance did not have an impact on the Company’s financial position and results of operations.

Not Yet Adopted

In August 2016, the Financial Accounting Standards Board (“FASB”) issued amended guidance on presentation and classification in the statement of cash flows. The amendments address certain specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon or insignificant coupon debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and guidance related to the identification of the primary source for separately identifiable cash flows. The amended guidance is effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Therefore, the Company is required to adopt the guidance on January 1, 2018. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The Company is evaluating the requirements of this amended presentation and classification guidance and the potential impact on the Company’s statement of cash flows.

In June 2016, the FASB issued amended guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, the amended guidance eliminates the probable recognition threshold, and, instead requires an entity to reflect the current estimate of all expected credit losses. For available for sale debt securities, credit losses are measured in a manner similar to current GAAP, however the amended guidance requires that credit losses be presented as an allowance rather than as a permanent impairment. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amended guidance is effective in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Therefore, the Company is required to adopt the guidance on January 1, 2020. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the requirements of this amended credit losses guidance and the potential impact on the Company’s financial position and results of operations.

In March 2016, the FASB issued amended guidance on accounting for employee share-based stock compensation. The updated guidance requires the excess tax benefit or deficiency on vesting or settlement of awards to be recognized in earnings as income tax benefit or expense, respectively. This recognition of excess tax benefits and deficiencies will result in earnings volatility as current accounting guidance recognizes these amounts as an adjustment to additional paid-in capital. The excess tax benefits or deficiencies are discrete items in the reporting period in which they occur, and thus will not be considered in determining the annual estimated effective tax rate. The excess tax benefits or deficiencies will be presented as a cash flow within operating activities instead of within financing activities as is the case under current accounting. The Company will adopt the updated guidance on January 1, 2017 and will recognize excess tax benefits or deficiencies in net income, as well as the related cash flows in operating activities, on a prospective basis. The earnings impact of the adoption will depend on the excess tax benefits or deficiencies realized on vesting or settlement of awards resulting from the difference between the market value of awards at vesting or settlement and the grant date fair value.

In February 2016, the FASB issued new guidance on leases. The new guidance will replace the current lease guidance. The new guidance requires that entities recognize the assets and liabilities associated with leases on the balance sheet and to disclose key information about leasing arrangements. The new guidance is effective in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Therefore, the Company is required to adopt the guidance on January 1, 2019. Early adoption is permitted. The Company is evaluating the requirements of this new lease guidance and the potential impact on the Company’s financial position and results of operations.

In January 2016, the FASB issued amended guidance on the measurement and classification of financial instruments. This amended guidance requires that all equity investments be measured at fair value with changes in fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the fair value option

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

has been elected for financial liabilities. The amendments eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost, however public business entities will be required to use the exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes. In addition, the new guidance requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. The amended guidance is effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Therefore, the Company is required to adopt the guidance on January 1, 2018. For the provision related to presentation of financial liabilities, early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the requirements of this amended measurement and classification of financial instruments guidance and the potential impact on the Company’s financial position and results of operations.

In May 2014, the FASB issued amended guidance on revenue recognition. In March, April and May 2016, the FASB issued implementation amendments to the May 2014 amended revenue recognition guidance. The amended guidance, including the implementation amendments (together, the “amended guidance”), affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. Insurance contracts are within the scope of other standards and therefore are specifically excluded from the scope of the amended revenue recognition guidance. The core principle of the amended guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the entity applies a five step process outlined in the amended guidance. The amended guidance also includes a cohesive set of disclosure requirements. In August 2015, the FASB issued guidance to defer the effective date of the revenue recognition guidance. The amended guidance is effective for interim and annual periods beginning after December 15, 2017 and earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Therefore, the Company is required to adopt the guidance on January 1, 2018. An entity can choose to apply the amended guidance using either the full retrospective approach or a modified retrospective approach. The Company is evaluating the requirements of the revenue recognition guidance as it relates to its non-insurance contract revenue and the potential impact on the Company’s financial position and results of operations.

4. Reorganization

As previously announced, the Company expects to substantially complete its exit from the health insurance market by the end of 2016. As part of this process, Assurant reinsured its supplemental and small-group self-funded lines of business and sold certain legal entities to National General Holdings Corp. ("National General"), effective October 1, 2015.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The following table presents information regarding exit-related charges, commencing with those taken in the second quarter of 2015:



	Severance and retention			Long-lived asset impairments and contract and lease terminations			Other transaction costs			Total
Balance at January 1, 2015	$	—		$	—		$	—		$	—
Charges	—			—			—			—
Cash payments	—			—			—			—
Balance at March 31, 2015	$	—		$	—		$	—		$	—
Charges	14,435			22,307			4,996			41,738
Non-cash adjustment	—			(21,247		)	(2,947		)	(24,194		)
Cash payments	—			—			—			—
Balance at June 30, 2015	$	14,435		$	1,060		$	2,049		$	17,544
Charges	20,927			13			5,795			26,735
Cash payments	(10,728		)	(168		)	(4,338		)	(15,234		)
Balance at September 30, 2015	$	24,634		$	905		$	3,506		$	29,045
Charges	16,344			17			795			17,156
Cash payments	(4,413		)	(152		)	(3,808		)	(8,373		)
Balance at December 31, 2015	$	36,565		$	770		$	493		$	37,828
Charges	14,561			4,903			(47		)	19,417
Cash payments	(16,181		)	(136		)	(436		)	(16,753		)
Balance at March 31, 2016	$	34,945		$	5,537		$	10		$	40,492
Charges	6,383			(32		)	7			6,358
Cash payments	(15,489		)	(214		)	(17		)	(15,720		)
Balance at June 30, 2016	$	25,839		$	5,291		$	—		$	31,130
Charges	3,340			(333		)	7			3,014
Cash payments	(8,615		)	(113		)	(7		)	(8,735		)
Balance at September 30, 2016	20,564			4,845			—			25,409

Amount expected to be incurred, including charges to date	$	82,145		$	26,876		$	11,553		$	120,574

Premium deficiency charges										$	182,627
Total amount expected to be incurred, including charges to date										$	303,201

Amounts in the above table are primarily included in underwriting, general and administrative expenses on the Consolidated Statements of Operations.

The total amount expected to be incurred is an estimate that is subject to change as facts and circumstances evolve. For instance, severance and retention estimates could change if employees previously identified for separation resign from the Company before the date through which they are required to be employed in order to receive severance and retention benefits.

The premium deficiency reserve liability decreased from $79,422 at June 30, 2016 to $57,860 at September 30, 2016. The decrease is consistent with the estimate of third quarter utilization expected at June 30, 2016.

Future cash payments, for these exit-related charges, are expected to be substantially complete by December 31, 2016, with remaining payments extending into 2018 as all final wind-down activities are completed.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

5. Dispositions

On March 1, 2016, the Company completed the sale of its Assurant Employee Benefits segment through a series of transactions with Sun Life, for net cash consideration of $926,174 and contingent consideration of $16,000 related to specified account renewals. The transaction was primarily structured as a reinsurance arrangement, as well as the sale of certain legal entities that included ceding commission and other consideration. The reinsurance transaction does not extinguish the Company's primary liability on the policies issued or assumed by subsidiaries that are parties to the reinsurance agreements, thus any gains associated with the prospective component of the reinsurance transaction are deferred and amortized over the contract period, including contractual renewal periods, in proportion to the amount of insurance coverage provided. The Company also has an obligation to continue to write and renew certain policies for a period of time until Sun Life commences policy writing and renewal.

The Company was required to allocate the proceeds considering the relative fair value of the transaction components, including the sale of certain legal entities, the reinsurance for existing claims (accounted for as retroactive reinsurance) and reinsurance for inforce policies with remaining terms and future business (primarily accounted for as prospective reinsurance). As of the close date, the Company originally estimated a gain of $638,517 (which was subsequently increased to $640,497 in the second quarter 2016 due to closing adjustments) based on proceeds compared to the relative net assets transferred and other expenses incurred along with realized gains on invested assets transferred. Of this amount, $120,077 was recognized at the close of the transaction and $518,440 (which was subsequently increased to $520,420 in the second quarter due to closing adjustments) was required to be deferred. During the third quarter 2016, the condition for recognition of the $16,000 contingent consideration was met and the Company received this additional cash consideration from Sun Life. The additional consideration was recognized as a realized gain, increasing the total adjusted gain to $656,497.

The total deferred gain amount will primarily be recognized as revenue over the contract period in proportion to the amount of insurance coverage provided, including estimated contractual renewals pursuant to rate guarantees. The Company recognized $116,856 and $284,284 of amortization of the deferred gains for the three and nine months ended September 30, 2016, respectively. The total pre-tax gain recognized during the nine months ended September 30, 2016 was $420,361.

Approximately 70% of the $520,420 deferred gain related to this transaction (including the $284,284 amortized through September 30, 2016) is expected to be earned in 2016 and over 90% is expected to be earned by the end of 2018. The ultimate amortization pattern will be dependent on a number of factors including the exact timing of when Sun Life commences directly writing and renewing policies and the sales and persistency on business the Company is obligated to write and renew in the interim.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The following represents a summary of the pre-tax gain recognized in 2016 by transaction component, as well as the related classification within the financial statements:



Total expected gains, after adjustment and contingent consideration	$	656,497

Transaction closing gains on March 1, 2016:
Gain on sale of entities, net of transaction costs	41,098
Novations, resulting in recognized gains	60,913			(b)
Loss on retroactive reinsurance component, before realized gains	(128,661		)	(c)
Net loss prior to realized gains on transferred securities supporting retroactive component	(26,650		)	(a)
Realized gains on transferred securities supporting retroactive component	146,727			(c)
Net gains realized as of March 1, 2016	120,077

Realized gains related to contingent consideration	16,000			(d)

Deferred gains as of March 1, 2016, after adjustment	520,420
Amortization of deferred gains for the three months ended March 31, 2016	44,593			(d)
Amortization of deferred gains for the three months ended June 30, 2016	122,835			(d)
Amortization of deferred gains for the three months ended September 30, 2016	116,856			(d)
Subtotal amortization of deferred gains for the nine months ended September 30, 2016	284,284			(d)
Deferred gains as of September 30, 2016	236,136			(e)
Total net gains realized for 2016	$	420,361


(a)	Amount classified within underwriting, general and administrative expenses within the Consolidated Statements of Operations.


(b)	Novations of certain insurance policies directly to Sun Life allowed for immediate gain recognition.

(c)

Reinsurance of existing claims liabilities requires retroactive accounting necessitating losses to be recognized immediately. However, upon transfer of the associated assets supporting the liabilities, the Company recognized realized gains which more than offset the retroactive losses. The Company was required to classify the realized gains as part of net realized gains on investments, within the Consolidated Statements of Operations.


(d)	Amount classified as amortization of deferred gains and gains on disposal of businesses within the Consolidated Statements of Operations.


(e)	Amount classified as a component of the deferred gains on disposal of businesses within the Consolidated Balance Sheets.

The Company will review and evaluate the estimates affecting the deferred gain each period or when significant information affecting the estimates becomes known, and will adjust the prospective revenue to be recognized accordingly.

The Assurant Employee Benefits segment pretax income was $16,747 and $49,754 for the nine month periods ending September 30, 2016 and 2015, respectively (excluding the aforementioned gains realized in 2016 which are included in the Corporate & Other segment).

6. Acquisitions

On July 1, 2016, the Company acquired 100% of American Title, Inc., a leader in title and valuation services for home equity lenders. The acquisition-date fair value of the initial cash consideration totaled $44,961, with a possible earn-out payment based on future expected revenue and gross profits. The contingent payment was determined to have no initial value based on the Company's assessment that the underlying conditions would not be met. However, this may change over time, with any resulting adjustments recorded in earnings when a change in estimated payment is determined. In connection with the acquisition, the Company recorded $32,356 of customer and technology-based intangible assets, all of which are amortizable over periods ranging from 1 to 12.5 years, and $8,534 of goodwill, none of which is tax-deductible. The primary factor contributing to the recognition of goodwill is future expected growth of this business within Assurant Specialty Property.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

On March 14, 2016, the Company acquired certain renewal rights to the National Flood Insurance Program block of business of Nationwide Mutual Insurance Company. The estimated acquisition-date fair value of the consideration transferred totaled $20,329, which consists of an initial cash payment of $1,000 and an expected contingent payment of $19,329. The contingent consideration arrangement is based on future expected revenue. In connection with this asset acquisition, the Company recorded $20,329 of renewal rights intangible assets which are amortizable over a five-year period. The contingent payment may change over time, with any resulting adjustments recorded in earnings when a change in estimated payment is determined.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

7. Investments

The following tables show the cost or amortized cost, gross unrealized gains and losses, fair value and other-than-temporary impairment (“OTTI”) included within accumulated other comprehensive income of the Company's fixed maturity and equity securities as of the dates indicated:



	September 30, 2016
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		OTTI in AOCI (a)
Fixed maturity securities:
U.S. government and government agencies and authorities	$	175,388	$	6,130	$	(20	)	$	181,498	$	—
States, municipalities and political subdivisions	477,381		43,385		(53		)	520,713		—
Foreign governments	524,483		98,714		(46		)	623,151		—
Asset-backed	2,782		1,203		(167		)	3,818		1,158
Commercial mortgage-backed	40,872		576		(41		)	41,407		—
Residential mortgage-backed	893,167		63,020		(57		)	956,130		13,840
U.S. corporate	5,110,983		659,093		(5,118		)	5,764,958		16,232
Foreign corporate	1,610,866		219,242		(2,192		)	1,827,916		2,125
Total fixed maturity securities	$	8,835,922	$	1,091,363	$	(7,694	)	$	9,919,591	$	33,355
Equity securities:
Common stocks	$	12,255	$	8,561	$	(1	)	$	20,815	$	—
Non-redeemable preferred stocks	380,525		50,022		(745		)	429,802		—
Total equity securities	$	392,780	$	58,583	$	(746	)	$	450,617	$	—

	December 31, 2015
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		OTTI in AOCI (a)
Fixed maturity securities:
U.S. government and government agencies and authorities	$	150,681	$	3,891	$	(537	)	$	154,035	$	—
States, municipalities and political subdivisions	647,335		48,389		(94		)	695,630		—
Foreign governments	497,785		65,188		(723		)	562,250		—
Asset-backed	3,499		1,367		(204		)	4,662		1,285
Commercial mortgage-backed	22,169		352		—			22,521		—
Residential mortgage-backed	953,247		48,676		(3,409		)	998,514		15,343
U.S. corporate	5,429,783		513,254		(73,344		)	5,869,693		15,705
Foreign corporate	1,766,296		164,295		(22,568		)	1,908,023		2,180
Total fixed maturity securities	$	9,470,795	$	845,412	$	(100,879	)	$	10,215,328	$	34,513
Equity securities:
Common stocks	$	13,048	$	6,623	$	(7	)	$	19,664	$	—
Non-redeemable preferred stocks	437,515		45,495		(2,617		)	480,393		—
Total equity securities	$	450,563	$	52,118	$	(2,624	)	$	500,057	$	—

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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


(a)	Represents the amount of OTTI recognized in accumulated other comprehensive income (“AOCI”). Amount includes unrealized gains and losses on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

The Company's 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 September 30, 2016 and December 31, 2015. At September 30, 2016 and December 31, 2015, the securities include general obligation and revenue bonds issued by states, cities, counties, school districts and similar issuers, including $224,255 and $319,654, 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 September 30, 2016 and December 31, 2015, revenue bonds account for 47% and 50% of the holdings, respectively. Excluding pre-refunded revenue bonds, the activities supporting the income streams of the Company’s revenue bonds are across a broad range of sectors, primarily highway, water, airport and marina, higher education, specifically pledged tax revenues, and other miscellaneous sources such as bond banks, finance authorities and appropriations.

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 September 30, 2016, approximately 78%, 11% and 4% of the foreign government securities were held in the Canadian government/provincials and the governments of Brazil and Germany, respectively. At December 31, 2015, approximately 79%, 8% and 5% 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 3% of the Company's foreign government securities as of September 30, 2016 and December 31, 2015.

The Company has European investment exposure in its corporate fixed maturity and equity securities of $735,779 with a net unrealized gain of $81,256 at September 30, 2016 and $888,923 with a net unrealized gain of $67,957 at December 31, 2015. Approximately 23% and 25% of the corporate European exposure is held in the financial industry at September 30, 2016 and December 31, 2015, respectively. The Company's largest European country exposure (the United Kingdom) represented approximately 4% and 5% of the fair value of the Company's corporate securities as of September 30, 2016 and December 31, 2015, respectively. Approximately 7% 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. The Company's international investments are managed as part of the overall portfolio with the same approach to risk management and focus on diversification.

The Company has exposure to the energy sector in its corporate fixed maturity securities of $670,295 with a net unrealized gain of $60,856 at September 30, 2016 and $779,720 with a net unrealized loss of $6,985 at December 31, 2015. Approximately 85% and 89% of the energy exposure is rated as investment grade as of September 30, 2016 and December 31, 2015, respectively.

The cost or amortized cost and fair value of fixed maturity securities at September 30, 2016 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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Cost or Amortized Cost		Fair Value
Due in one year or less	$	426,548	$	431,700
Due after one year through five years	1,730,460		1,820,154
Due after five years through ten years	2,150,767		2,279,393
Due after ten years	3,591,326		4,386,989
Total	7,899,101		8,918,236
Asset-backed	2,782		3,818
Commercial mortgage-backed	40,872		41,407
Residential mortgage-backed	893,167		956,130
Total	$	8,835,922	$	9,919,591

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 recognized in the statement of operations as a result of those sales:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Proceeds from sales	$	480,593	$	621,194	$	3,354,841	$	1,978,183
Gross realized gains (a)	10,298		15,097		201,282		41,352
Gross realized losses (b)	1,432		6,707		33,003		18,150


(a)	Nine months ended September 30, 2016 gross realized gains includes $150,701 related to the sale of Assurant Employee Benefits as described in Note 5.


(b)	Nine months ended September 30, 2016 gross realized losses includes $16,427 related to the sale of Assurant Employee Benefits as described in Note 5.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net realized gains (losses) related to sales and other:
Fixed maturity securities	$	8,737		$	5,638		$	154,511		$	17,897
Equity securities	(203		)	1,449			12,940			3,403
Commercial mortgage loans on real estate	62			—			21,607			—
Other investments	2,108			(177		)	5,691			4,134
Total net realized gains related to sales and other (a)	10,704			6,910			194,749			25,434
Net realized losses related to other-than-temporary impairments:
Fixed maturity securities	—			(707		)	(701		)	(3,277		)
Total net realized losses related to other-than-temporary impairments	—			(707		)	(701		)	(3,277		)
Total net realized gains	$	10,704		$	6,203		$	194,048		$	22,157

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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


(a)	Nine months ended September 30, 2016 net gains includes $146,727 related to the sale of Assurant Employee Benefits as described in Note 5.

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.

There was no OTTI recorded for the three months ended September 30, 2016. For the nine months ended September 30, 2016, the Company recorded $364 of OTTI, of which $701 was related to both credit losses and securities the Company intends to sell and recorded as net OTTI losses recognized in earnings, with the remaining $337 related to all other factors and was recorded as an unrealized gain component of AOCI. For the three and nine months ended September 30, 2015, the Company recorded $1,696 and $4,904, respectively, of OTTI, of which $707 and $3,277, respectively, was related to both credit losses and securities the Company intends to sell and recorded as net OTTI losses recognized in earnings, with the remaining $989 and $1,627, respectively, related to all other factors and was recorded as an unrealized loss component of AOCI.

The following table sets 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 September 30,
	2016			2015
Balance, June 30,	$	29,104		$	34,308
Additions for credit loss impairments recognized in the current period on securities not previously impaired	—			51
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	(851		)	(656		)
Reductions for credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(597		)	(90		)
Balance, September 30,	$	27,656		$	33,613

	Nine Months Ended September 30,
	2016			2015
Balance, January 1,	$	32,377		$	35,424
Additions for credit loss impairments recognized in the current period on securities previously impaired	554			—
Additions for credit loss impairments recognized in the current period on securities not previously impaired	—			2,621
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	(2,169		)	(1,731		)
Reductions for credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(3,106		)	(2,701		)
Balance, September 30,	$	27,656		$	33,613

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The Company regularly monitors its investment portfolio to ensure investments that may be other-than-temporarily impaired are timely identified, 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.

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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The investment category and duration of the Company’s gross unrealized losses on fixed maturity securities and equity securities at September 30, 2016 and December 31, 2015 were as follows:



	September 30, 2016
	Less than 12 months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Fixed maturity securities:
U.S. government and government agencies and authorities	$	12,003	$	(20	)	$	—	$	—		$	12,003	$	(20	)
States, municipalities and political subdivisions	3,947		(53		)	—		—			3,947		(53		)
Foreign governments	58,031		(2		)	6,919		(44		)	64,950		(46		)
Asset-backed	—		—			1,014		(167		)	1,014		(167		)
Commercial mortgage-backed	16,784		(41		)	—		—			16,784		(41		)
Residential mortgage-backed	34,177		(50		)	780		(7		)	34,957		(57		)
U.S. corporate	299,506		(2,279		)	70,774		(2,839		)	370,280		(5,118		)
Foreign corporate	70,303		(449		)	20,221		(1,743		)	90,524		(2,192		)
Total fixed maturity securities	$	494,751	$	(2,894	)	$	99,708	$	(4,800	)	$	594,459	$	(7,694	)
Equity securities:
Common stock	$	339	$	(1	)	$	—	$	—		$	339	$	(1	)
Non-redeemable preferred stocks	11,499		(105		)	13,762		(640		)	25,261		(745		)
Total equity securities	$	11,838	$	(106	)	$	13,762	$	(640	)	$	25,600	$	(746	)



	December 31, 2015
	Less than 12 months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Fixed maturity securities:
U.S. government and government agencies and authorities	$	90,008	$	(465	)	$	5,564	$	(72	)	$	95,572	$	(537	)
States, municipalities and political subdivisions	6,881		(94		)	—		—			6,881		(94		)
Foreign governments	24,071		(347		)	22,239		(376		)	46,310		(723		)
Asset-backed	—		—			1,136		(204		)	1,136		(204		)
Residential mortgage-backed	260,620		(3,179		)	11,147		(230		)	271,767		(3,409		)
U.S. corporate	1,287,545		(65,631		)	38,224		(7,713		)	1,325,769		(73,344		)
Foreign corporate	348,912		(19,616		)	15,805		(2,952		)	364,717		(22,568		)
Total fixed maturity securities	$	2,018,037	$	(89,332	)	$	94,115	$	(11,547	)	$	2,112,152	$	(100,879	)
Equity securities:
Common stock	$	623	$	(7	)	$	—	$	—		$	623	$	(7	)
Non-redeemable preferred stocks	63,665		(1,632		)	13,806		(985		)	77,471		(2,617		)
Total equity securities	$	64,288	$	(1,639	)	$	13,806	$	(985	)	$	78,094	$	(2,624	)

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

Total gross unrealized losses represent approximately 1% and 5% of the aggregate fair value of the related securities at September 30, 2016 and December 31, 2015, respectively. Approximately 36% and 88% of these gross unrealized losses have been in a continuous loss position for less than twelve months at September 30, 2016 and December 31, 2015, respectively. The total gross unrealized losses are comprised of 239 and 884 individual securities at September 30, 2016 and December 31, 2015, 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 September 30, 2016 and December 31, 2015. These conclusions were based on a detailed analysis of the underlying credit and expected cash flows of each security. As of September 30, 2016, the gross unrealized losses that have been in a continuous loss position for twelve months or more were concentrated in the Company’s U.S. and foreign corporate fixed maturity securities and in non-redeemable preferred stocks. The non-redeemable preferred stocks are perpetual preferred securities that have characteristics of both debt and equity securities. To evaluate these securities, the Company applies an impairment model similar to that used for the Company's fixed maturity securities. As of September 30, 2016, 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, the Company 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 September 30, 2016, 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 entered into commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the U.S. and Canada. At September 30, 2016, approximately 34% of the outstanding principal balance of commercial mortgage loans was concentrated in the states of California, Texas, and Oregon. 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 $7 to $12,671 at September 30, 2016 and from $17 to $14,625 at December 31, 2015.

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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

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



	September 30, 2016
Loan-to-Value	Carrying Value			% of Gross Mortgage Loans		Debt-Service Coverage Ratio
70% and less	$	557,398		93.3	%	1.94
71 – 80%	15,876			2.6	%	1.17
81 – 95%	19,497			3.3	%	1.23
Greater than 95%	4,816			0.8	%	3.86
Gross commercial mortgage loans	597,587			100	%	1.91
Less valuation allowance	(2,520		)
Net commercial mortgage loans	$	595,067

	December 31, 2015
Loan-to-Value	Carrying Value			% of Gross Mortgage Loans		Debt-Service Coverage Ratio
70% and less	$	1,101,572		95.5	%	2.01
71 – 80%	39,080			3.4	%	1.19
81 – 95%	8,370			0.7	%	1.05
Greater than 95%	4,816			0.4	%	3.52
Gross commercial mortgage loans	1,153,838			100	%	1.98
Less valuation allowance	(2,582		)
Net commercial mortgage loans	$	1,151,256

All commercial mortgage loans that are individually impaired have an established mortgage loan valuation allowance for losses. An additional valuation allowance is established for incurred, but not specifically identified impairments. Changing economic conditions affect the Company's valuation of commercial mortgage loans. Changing vacancies and rents are incorporated into the discounted cash flow analysis that the Company performs 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, the Company continues to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have exposure to specific geographic events, have deteriorating credits or have experienced a reduction in debt-service coverage ratio.

Commercial Mortgage Loan Securitization

On May 31, 2016, the Company transferred $259,741 of certain commercial mortgage loans on real estate into a trust. Upon transfer, the loans were securitized as a source of funding for the Company and as a means of transferring the economic risk of the loans to third parties. The securitized assets are legally isolated from the creditors of the Company and are not available to satisfy its obligations. The securitization of the assets was accounted for as a sale. The securitized assets can only be used to settle obligations of the trust. The Company does not have the power to direct the activities of the trust, nor does it provide guarantees or recourse to the trust other than standard representations and warranties. The Company retained an interest in the trust in the form of subordinate securities issued by the trust. The trust is a variable interest entity ("VIE") that the Company does not consolidate.

The cash proceeds, including accrued investment income, from the securitization were $269,828, with a corresponding realized gain of $9,092. At closing, the Company purchased $30,822 of securities at fair value from the trust. As of September 30, 2016, the maximum loss exposure the Company has to the trust is $29,709. The Company calculates its maximum loss exposure based on the unlikely event that all the assets in the trust become worthless and the effect it would have on the Company’s consolidated balance sheets based upon its retained interest in the trust. The securities purchased from the trust are included within fixed maturity securities available for sale at fair value on the consolidated balance sheet and are part of the

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

Company’s ongoing other-than-temporary impairment review. See Note 8, Fair Values, Inputs, and Valuation Techniques for Financial Assets and Liabilities Disclosures for further description of the Company’s fair value inputs and valuation techniques.

Variable Interest Entities

A VIE is a legal entity which does 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. The Company's investments in VIEs include private equity limited partnerships and real estate joint ventures. These investments are generally accounted for under the equity method and included in the consolidated balance sheets in other investments. The Company's maximum exposure to loss with respect to these investments is limited to the investment carrying amounts reported in the Company's consolidated balance sheet in addition to any required unfunded commitments. As of September 30, 2016, the Company's maximum exposure to loss is $284,379 in recorded carrying value and $67,438 in unfunded commitments. See Commercial Mortgage Loan Securitization section above for the disclosures relating to the commercial mortgage loan securitization trust.

8. 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 takes into account 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 can 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.

The Company reviews fair value hierarchy classifications 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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015. The amounts presented below for 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, modified coinsurance arrangements 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 and Liabilities held in separate accounts are received directly from third parties.



	September 30, 2016
	Total		Level 1			Level 2			Level 3
Financial Assets
Fixed maturity securities:
U.S. government and government agencies and authorities	$	181,498	$	—		$	181,498		$	—
State, municipalities and political subdivisions	520,713		—			520,713			—
Foreign governments	623,151		1,023			622,128			—
Asset-backed	3,818		—			3,818			—
Commercial mortgage-backed	41,407		—			11,647			29,760
Residential mortgage-backed	956,130		—			956,130			—
U.S. corporate	5,764,958		—			5,719,004			45,954
Foreign corporate	1,827,916		—			1,793,114			34,802
Equity securities:
Common stocks	20,815		20,132			683			—
Non-redeemable preferred stocks	429,802		—			427,502			2,300
Short-term investments	396,598		189,759		b	206,839		c	—
Other investments	287,751		64,122		a	221,822		c	1,807		d
Cash equivalents	732,808		730,923		b	1,885		c	—
Other assets	9,745		—			9,453		e	292		e
Assets held in separate accounts	1,695,591		1,519,566		a	176,025		c	—
Total financial assets	$	13,492,701	$	2,525,525		$	10,852,261		$	114,915

Financial Liabilities
Other liabilities	$	88,406	$	64,122	a	$	22	e	$	24,262	e
Liabilities related to separate accounts	1,695,591		1,519,566		a	176,025		c	—
Total financial liabilities	$	1,783,997	$	1,583,688		$	176,047		$	24,262

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	December 31, 2015
	Total		Level 1			Level 2			Level 3
Financial Assets
Fixed maturity securities:
U.S. government and government agencies and authorities	$	154,035	$	—		$	154,035		$	—
State, municipalities and political subdivisions	695,630		—			695,630			—
Foreign governments	562,250		944			561,306			—
Asset-backed	4,662		—			4,662			—
Commercial mortgage-backed	22,521		—			22,317			204
Residential mortgage-backed	998,514		—			998,514			—
U.S. corporate	5,869,693		—			5,835,189			34,504
Foreign corporate	1,908,023		—			1,879,381			28,642
Equity securities:
Common stocks	19,664		18,981			683			—
Non-redeemable preferred stocks	480,393		—			478,143			2,250
Short-term investments	508,950		453,335		b	55,615		c	—
Other investments	253,708		62,076		a	189,407		c	2,225		d
Cash equivalents	908,936		907,248		b	1,688		c	—
Other assets	1,320		—			886		e	434		e
Assets held in separate accounts	1,750,556		1,570,000		a	180,556		c	—
Total financial assets	$	14,138,855	$	3,012,584		$	11,058,012		$	68,259

Financial Liabilities
Other liabilities	$	89,765	$	62,076	a	$	6	e	$	27,683	e
Liabilities related to separate accounts	1,750,556		1,570,000		a	180,556		c	—
Total financial liabilities	$	1,840,321	$	1,632,076		$	180,562		$	27,683


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 other derivatives.

There were no transfers between Level 1 and Level 2 financial assets during either period. However, there were transfers between Level 2 and Level 3 financial assets during the periods, which are reflected in the “Transfers in” and “Transfers out” columns below. Transfers between Level 2 and Level 3 most commonly occur from changes in the availability of observable market information and re-evaluation of the observability of pricing inputs. Any remaining unpriced securities are submitted to independent brokers who provide non-binding broker quotes or are priced by other qualified sources.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

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 and nine months ended September 30, 2016 and 2015:



	Three Months Ended September 30, 2016
	Balance, beginning of period			Total (losses) gains (realized/ unrealized) included in earnings (1)			Net unrealized (losses) gains included in other comprehensive income (2)			Purchases			Sales			Transfers in (3)		Transfers out (3)			Balance, end of period
Financial Assets
Fixed Maturity Securities
States, municipalities and political subdivisions	$	3,000		$	—		$	—		$	—		$	(3,000	)	$	—	$	—		$	—
Commercial mortgage-backed	31,009			(995		)	(203		)	—			(51		)	—		—			29,760
U.S. corporate	64,707			149			(59		)	5,121			(339		)	—		(23,625		)	45,954
Foreign corporate	28,643			11			502			885			(58		)	4,819		—			34,802
Equity Securities
Non-redeemable preferred stocks	2,300			—			—			—			—			—		—			2,300
Other investments	857			984			(14		)	—			(20		)	—		—			1,807
Other assets	297			(5		)	—			—			—			—		—			292
Financial Liabilities
Other liabilities	(25,978		)	1,811			—			(95		)	—			—		—			(24,262		)
Total level 3 assets and liabilities	$	104,835		$	1,955		$	226		$	5,911		$	(3,468	)	$	4,819	$	(23,625	)	$	90,653



	Three Months Ended September 30, 2015
	Balance, beginning of period			Total gains (losses) (realized/ unrealized) included in earnings (1)			Net unrealized (losses) gains included in other comprehensive income (2)			Purchases		Sales			Transfers out (3)			Balance, end of period
Financial Assets
Fixed Maturity Securities
Commercial mortgage-backed	$	304		$	—		$	(2	)	$	—	$	(47	)	$	—		$	255
Residential mortgage-backed	—			1			(104		)	9,721		—			—			9,618
U.S. corporate	46,516			(1		)	296			—		(613		)	(10,819		)	35,379
Foreign corporate	3,294			19			(18		)	—		(7		)	—			3,288
Equity Securities
Non-redeemable preferred stocks	2,120			—			(40		)	—		—			—			2,080
Other investments	2,381			58			(12		)	—		(24		)	—			2,403
Other assets	788			(187		)	—			—		—			—			601
Financial Liabilities
Other liabilities	(28,577		)	845			—			—		(77		)	—			(27,809		)
Total level 3 assets and liabilities	$	26,826		$	735		$	120		$	9,721	$	(768	)	$	(10,819	)	$	25,815

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Nine Months Ended September 30, 2016
	Balance, beginning of period			Total (losses) gains (realized/ unrealized) included in earnings (1)			Net unrealized gains (losses) included in other comprehensive income (2)			Purchases			Sales			Transfers in (3)		Transfers out (3)			Balance, end of period
Financial Assets
Fixed Maturity Securities
States, municipalities and political subdivisions	$	—		$	—		$	—		$	3,600		$	(3,600	)	$	—	$	—		$	—
Commercial mortgage- backed	204			(1,286		)	170			30,822			(150		)	—		—			29,760
U.S. corporate	34,504			427			1,321			27,737			(1,985		)	12,406		(28,456		)	45,954
Foreign corporate	28,642			42			1,196			885			(782		)	4,819		—			34,802
Equity Securities
Non-redeemable preferred stocks	2,250			—			50			—			—			—		—			2,300
Other investments	2,225			(315		)	(34		)	—			(69		)	—		—			1,807
Other assets	434			(142		)	—			—			—			—		—			292
Financial Liabilities
Other liabilities	(27,683		)	3,516			—			(95		)	—			—		—			(24,262		)
Total level 3 assets and liabilities	$	40,576		$	2,242		$	2,703		$	62,949		$	(6,586	)	$	17,225	$	(28,456	)	$	90,653

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Nine Months Ended September 30, 2015
	Balance, beginning of period			Total gains (losses) (realized/ unrealized) included in earnings (1)			Net unrealized (losses) gains included in other comprehensive income (2)			Purchases		Sales			Transfers in (3)		Transfers out (3)			Balance, end of period
Financial Assets
Fixed Maturity Securities
Commercial mortgage- backed	$	403		$	—		$	(8	)	$	—	$	(140	)	$	—	$	—		$	255
Residential mortgage- backed	4,645			1			(104		)	9,721		—			—		(4,645		)	9,618
U.S. corporate	100,133			(113		)	(359		)	6,523		(5,207		)	2,130		(67,728		)	35,379
Foreign corporate	4,142			699			(509		)	—		(1,044		)	—		—			3,288
Equity Securities
Non-redeemable preferred stocks	2,000			—			80			—		—			—		—			2,080
Other investments	2,121			153			(27		)	—		(80		)	236		—			2,403
Other assets	807			(206		)	—			—		—			—		—			601
Financial Liabilities
Other liabilities	(25,233		)	(2,576		)	—			77		(77		)	—		—			(27,809		)
Total level 3 assets and liabilities	$	89,018		$	(2,042	)	$	(927	)	$	16,321	$	(6,548	)	$	2,366	$	(72,373	)	$	25,815


(1)	Included as part of net realized gains on investments in the consolidated statement of operations.


(2)	Included as part of change in unrealized gains on securities in the consolidated statement of comprehensive income.


(3)	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, the Company uses valuation techniques consistent with the market approach including matrix pricing and comparables. Matrix pricing is a mathematical technique employed principally to value debt securities without relying exclusively on quoted prices for those securities but, rather, 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.

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, the Company may use one or more valuation techniques. For all the classes of financial assets and liabilities included in the above hierarchy, excluding

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

certain derivatives and certain privately placed corporate bonds, the Company generally uses the market valuation technique. For certain privately placed corporate bonds and certain derivatives, the Company generally uses the income valuation technique. For the periods ended September 30, 2016 and December 31, 2015, 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 September 30, 2016 and December 31, 2015, 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 values Level 2 securities using various observable market inputs obtained from a pricing service. The pricing service prepares estimates of fair value measurements for the Company’s 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 Company uses the following observable market inputs (“standard inputs”), listed in the approximate order of priority, 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: U.S. government and government agencies and authorities securities are priced by the Company’s pricing service 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 the Company’s pricing service using 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 the Company’s pricing service using 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 the Company’s pricing service using monthly payment information and collateral performance information in addition to the 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 the Company’s pricing service using standard inputs. Non-investment grade securities within this category are priced by the Company’s pricing service using observations of equity and credit default swap curves related to the issuer in addition to the 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.

Non-redeemable preferred stocks: Non-redeemable preferred stocks are priced by the Company’s pricing service using observations of equity and credit default swap curves related to the issuer in addition to the standard inputs.

Short-term investments, 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.

Other assets: A non-pricing service source prices foreign exchange forwards using a pricing model which utilizes market observable inputs including foreign exchange spot rate, forward points and date to settlement.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

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 September 30, 2016 and December 31, 2015 consisted of fixed maturity and equity 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 the Company’s total Level 3 fixed maturity and equity securities $3,084 and $304 were priced by a pricing service using single broker quotes due to insufficient information to provide an evaluated price as of September 30, 2016 and December 31, 2015, 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 $109,933 and $65,600 were priced internally using independent and non-binding broker quotes as of September 30, 2016 and December 31, 2015, 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: The Company prices swaptions using a Black-Scholes pricing model incorporating third-party market data, including swap volatility data. The Company prices credit default swaps using non-binding quotes provided by market makers or broker-dealers who are recognized as market participants. Inputs factored into the non-binding quotes include trades in the actual credit default swap which is being priced, trades in comparable credit default swaps, quality of the issuer, structure and liquidity. The net option related to the investment in Iké is valued using an income approach; specifically, a Monte Carlo simulation option pricing model. The inputs to the model include, but are not limited to, the projected normalized earnings before interest, tax, depreciation, and amortization (EBITDA) and free cash flow for the underlying asset, the discount rate, and the volatility of and the correlation between the normalized EBITDA and the value of the underlying asset. Significant increases (decreases) in the projected normalized EBITDA relative to the value of the underlying asset in isolation would result in a significantly higher (lower) fair value.

Other assets: A non-pricing service source prices certain 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 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

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

pricing service provides information to indicate which securities were priced using market observable inputs so that the Company can properly categorize the Company’s financial assets in the fair value hierarchy.

For the net option, the Company performs a periodic analysis to assess if the evaluated price represents a reasonable estimate of the fair value for the financial liability. This process involves quantitative and qualitative analysis overseen by finance and accounting professionals. Examples of procedures performed include, but are not limited to, initial and on-going review of the pricing methodology and review of the projection for the underlying asset including the probability distribution of possible scenarios.

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

The Company also measures the fair value of certain assets and liabilities 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 2014 earnings and price to estimated 2015 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, 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 (such as partnerships).

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


•	Other investments


•	Other assets


•	Assets held in separate accounts


•	Other liabilities


•	Liabilities related to separate accounts

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

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 U.S. 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 consolidated balance sheets approximates fair value.

Other investments: Other investments include equity investments accounted for under the cost method, Certified Capital Company and low income housing tax credits, business debentures, credit tenant loans and social impact loans which are recorded at cost or amortized cost. The carrying value reported for these investments approximates fair value. Due to the nature of these investments, there is a lack of liquidity in the primary market which results in the holdings being classified as Level 3.

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. The carrying value of the promissory note approximates fair value due to the short maturity of the instrument.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The following tables disclose 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:



	September 30, 2016
			Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
Financial Assets
Commercial mortgage loans on real estate	$	595,067	$	624,664	$	—	$	—	$	624,664
Policy loans	40,113		40,113		40,113		—		—
Other investments	39,806		39,806		—		—		39,806
Total financial assets	$	674,986	$	704,583	$	40,113	$	—	$	664,470
Financial Liabilities
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal) (1)	$	661,578	$	695,184	$	—	$	—	$	695,184
Funds withheld under reinsurance	106,924		106,924		106,924		—		—
Debt	1,165,557		1,308,559		—		1,308,559		—
Total financial liabilities	$	1,934,059	$	2,110,667	$	106,924	$	1,308,559	$	695,184

	December 31, 2015
			Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
Financial Assets
Commercial mortgage loans on real estate	$	1,151,256	$	1,201,806	$	—	$	—	$	1,201,806
Policy loans	43,858		43,858		43,858		—		—
Other investments	27,534		27,534		—		—		27,534
Total financial assets	$	1,222,648	$	1,273,198	$	43,858	$	—	$	1,229,340
Financial Liabilities
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal) (1)	$	666,068	$	676,586	$	—	$	—	$	676,586
Funds withheld under reinsurance	94,417		94,417		94,417		—		—
Debt	1,164,656		1,250,602		—		1,250,602		—
Total financial liabilities	$	1,925,141	$	2,021,605	$	94,417	$	1,250,602	$	676,586


(1)	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, 2015.

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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The Company carries an allowance for doubtful accounts for reinsurance recoverables of $314 as of September 30, 2016 and $10,820 as of December 31, 2015.

9. Debt

On March 28, 2013, the Company issued two series of senior notes with an aggregate principal amount of $700,000 (the “2013 Senior Notes”). The Company received net proceeds of $698,093 from this transaction, which represents the principal amount less the discount before offering expenses. The discount of $1,907 is being amortized over the life of the 2013 Senior Notes and is included as part of interest expense on the consolidated statements of operations. The first series is $350,000 in principal amount, bears interest at 2.50% per year and is payable in a single installment due March 15, 2018 and was issued at a 0.18% discount. The second series is $350,000 in principal amount, bears interest at 4.00% per year and is payable in a single installment due March 15, 2023 and was issued at a 0.37% discount. Interest on the 2013 Senior Notes is payable semi-annually on March 15 and September 15 of each year. The 2013 Senior Notes are unsecured obligations and rank equally with all of the Company’s other senior unsecured indebtedness. The Company may redeem each series of the 2013 Senior Notes in whole or in part at any time and from time to time before their maturity at the redemption price set forth in the Indenture. The 2013 Senior Notes are registered under the Securities Act of 1933, as amended.

The interest expense and related amortization incurred related to the 2013 Senior Notes was $5,947 and $5,747 for the three months ended September 30, 2016 and 2015, respectively, and $17,837 and $17,240 for the nine months ended September 30, 2016 and 2015, respectively. There was $948 of accrued interest at both September 30, 2016 and 2015. The Company made interest payments on the 2013 Senior Notes of $11,375 on March 15, 2016 and 2015 and September 15, 2016 and 2015.

In February 2004, the Company issued two series of senior notes with an aggregate principal amount of $975,000 (the “2004 Senior Notes”). The Company received proceeds of $971,537 from this transaction, which represents the principal amount less the discount before offering expenses. The discount of $3,463 is being amortized over the life of the 2004 Senior Notes and is included as part of interest expense on the statements of operations. The first series was $500,000 in principal amount, issued at a 0.11% discount, bore interest at 5.63% per year and was repaid on February 18, 2014. 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. Interest on the 2004 Senior Notes is payable semi-annually on February 15 and August 15 of each year. The 2004 Senior Notes are unsecured obligations and rank equally with all of the Company’s other senior unsecured indebtedness. The 2004 Senior Notes are not redeemable prior to maturity. All of the holders of the 2004 Senior Notes exchanged their notes in May 2004 for new notes registered under the Securities Act of 1933, as amended.

The interest expense and related amortization incurred related to the 2004 Senior Notes was $8,058 and $8,032 for the three months ended September 30, 2016 and 2015, respectively, and $24,172 and $24,095 for the nine months ended September 30, 2016 and 2015, respectively. There was $4,008 of accrued interest at both September 30, 2016 and 2015. The Company made interest payments on the 2004 Senior Notes of $16,031 on February 15, 2016 and 2015 and August 15, 2016 and 2015.

Promissory Note

On March 4, 2016, the Company entered into a private loan agreement in the form of a Promissory Note (the "Note") with a single financial institution, for an aggregate principal amount of $250,000. The Company received net proceeds of $249,625 from this transaction, which represented the principal amount less fees. Interest on the Note was a floating rate tied to LIBOR and was payable at least quarterly. The Note was payable in a single installment due March 3, 2017; however, terms of the agreement required that the Company promptly repay the loan with any dividends received from Union Security Insurance Company and Union Security Life Insurance Company of New York, the Company's wholly owned subsidiaries that received the cash proceeds related to the sale of the Assurant Employee Benefits segment, or the issuance of debt or equity securities (other than in connection with employee benefit plans).

On June 2, 2016, the Company repaid $50,000 of the principal balance of the Note. Following the receipt of a dividend from Union Security Insurance Company on June 23, 2016, the Company made a final payment of $200,223, which represented the remaining principal amount plus accrued interest and fees.

The interest expense and related fee amortization incurred related to the Note was $1,731 for the nine months ended September 30, 2016.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

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. This program is currently backed up by a $400,000 senior revolving credit facility, of which $395,960 was available at September 30, 2016, due to $4,040 of outstanding letters of credit related to this program.

On September 16, 2014, the Company entered into a five-year unsecured $400,000 revolving credit agreement, as amended by Amendment No. 1, dated as of March 5, 2015, and Amendment No. 2, dated as of October 4, 2016 (the “2014 Credit Facility”), with a syndicate of banks arranged by JP Morgan Chase Bank, N.A. and Wells Fargo, N.A. The 2014 Credit Facility replaced the Company's prior four-year $350,000 revolving credit facility (the "2011 Credit Facility"), which was entered into on September 21, 2011 and was scheduled to expire in September 2015. The 2011 Credit Facility terminated upon the effectiveness of the 2014 Credit Facility. The 2014 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 $400,000 and is available until September 2019, provided the Company is in compliance with all covenants. The 2014 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 2014 Credit Facility to $525,000 subject to certain conditions. No bank is obligated to provide commitments above their share of the $400,000 facility.

The Company did not use the commercial paper program during the nine months ended September 30, 2016 and 2015 and there were no amounts relating to the commercial paper program outstanding at September 30, 2016 and December 31, 2015. The Company made no borrowings using the 2014 Credit Facility and no loans are outstanding at September 30, 2016.

The 2014 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 September 30, 2016, the Company was in compliance with all covenants, minimum ratios and thresholds.

10. Accumulated Other Comprehensive Income

Certain amounts included in the consolidated statements of comprehensive income are net of reclassification adjustments. The following tables summarize those reclassification adjustments (net of taxes):



	Three Months Ended September 30, 2016
	Foreign currency translation adjustment			Unrealized gains on securities			OTTI		Pension under- funding			Accumulated other comprehensive income
Balance at June 30, 2016	$	(273,398	)	$	641,255		$	21,375	$	(61,978	)	$	327,254
Change in accumulated other comprehensive (loss) income before reclassifications	(15,966		)	19,593			302		—			3,929
Amounts reclassified from accumulated other comprehensive income	—			(3,259		)	4		178			(3,077		)
Net current-period other comprehensive (loss) income	(15,966		)	16,334			306		178			852
Balance at September 30, 2016	$	(289,364	)	$	657,589		$	21,681	$	(61,800	)	$	328,106

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Three Months Ended September 30, 2015
	Foreign currency translation adjustment			Unrealized gains on securities			OTTI			Pension under- funding			Accumulated other comprehensive income
Balance at June 30, 2015	$	(173,511	)	$	627,477		$	25,419		$	(130,966	)	$	348,419
Change in accumulated other comprehensive (loss) income before reclassifications	(68,499		)	(27,931		)	(1,947		)	—			(98,377		)
Amounts reclassified from accumulated other comprehensive income	—			(6,788		)	33			2,751			(4,004		)
Net current-period other comprehensive (loss) income	(68,499		)	(34,719		)	(1,914		)	2,751			(102,381		)
Balance at September 30, 2015	$	(242,010	)	$	592,758		$	23,505		$	(128,215	)	$	246,038

	Nine Months Ended September 30, 2016
	Foreign currency translation adjustment			Unrealized gains on securities			OTTI			Pension under- funding			Accumulated other comprehensive income
Balance at December 31, 2015	$	(270,734	)	$	495,443		$	22,434		$	(128,594	)	$	118,549
Change in accumulated other comprehensive (loss) income before reclassifications	(18,630		)	265,874			(1,072		)	85,029			331,201
Amounts reclassified from accumulated other comprehensive income	—			(103,728		)	319			(18,235		)	(121,644		)
Net current-period other comprehensive (loss) income	(18,630		)	162,146			(753		)	66,794			209,557
Balance at September 30, 2016	$	(289,364	)	$	657,589		$	21,681		$	(61,800	)	$	328,106

	Nine Months Ended September 30, 2015
	Foreign currency translation adjustment			Unrealized gains on securities			OTTI			Pension under- funding			Accumulated other comprehensive income
Balance at December 31, 2014	$	(127,711	)	$	793,082		$	26,594		$	(136,198	)	$	555,767
Change in accumulated other comprehensive (loss) income before reclassifications	(114,299		)	(183,058		)	(4,417		)	—			(301,774		)
Amounts reclassified from accumulated other comprehensive income	—			(17,266		)	1,328			7,983			(7,955		)
Net current-period other comprehensive (loss) income	(114,299		)	(200,324		)	(3,089		)	7,983			(309,729		)
Balance at September 30, 2015	$	(242,010	)	$	592,758		$	23,505		$	(128,215	)	$	246,038

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The following tables summarize the reclassifications out of accumulated other comprehensive income for the three and nine months ended September 30, 2016 and 2015:



Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement where net income is presented
	Three Months Ended September 30,
	2016			2015
Unrealized gains on securities	$	(5,015	)	$	(10,443	)	Net realized gains on investments, excluding other-than-temporary impairment losses
	1,756			3,655			Provision for income taxes
	$	(3,259	)	$	(6,788	)	Net of tax
OTTI	$	5		$	51		Portion of net loss recognized in other comprehensive income, before taxes
	(1		)	(18		)	Provision for income taxes
	$	4		$	33		Net of tax
Amortization of pension and postretirement unrecognized net periodic benefit cost:
Amortization of prior service cost	$	—		$	(48	)	(1)
Amortization of net loss	274			4,280			(1)
	274			4,232			Total before tax
	(96		)	(1,481		)	Provision for income taxes
	$	178		$	2,751		Net of tax
Total reclassifications for the period	$	(3,077	)	$	(4,004	)	Net of tax

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement where net income is presented
	Nine Months Ended September 30,
	2016			2015
Unrealized gains on securities	$	(159,582	)	$	(26,563	)	Net realized gains on investments, excluding other-than-temporary impairment losses
	55,854			9,297			Provision for income taxes
	(103,728		)	(17,266		)	Net of tax
OTTI	490			2,043			Portion of net loss recognized in other comprehensive income, before taxes
	(171		)	(715		)	Provision for income taxes
	$	319		$	1,328		Net of tax
Amortization of pension and postretirement unrecognized net periodic benefit cost:
Amortization of prior service cost	$	—		$	(98	)	(1)
Amortization of net loss	1,524			12,380			(1)
Gain on pension plan curtailment	(29,578		)	—			Gain on pension plan curtailment
	(28,054		)	12,282			Total before tax
	9,819			(4,299		)	Provision for income taxes
	(18,235		)	7,983			Net of tax
Total reclassifications for the period	$	(121,644	)	$	(7,955	)	Net of tax


(1)	These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 14 - Retirement and Other Employee Benefits for additional information.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

11. Stock Based Compensation

Long-Term Equity Incentive Plan

Under the Assurant, Inc. Long-Term Equity Incentive Plan (“ALTEIP”), as amended and restated in May 2010, the Company is authorized to issue up to 5,300,000 new shares of the Company's common stock to employees, officers and non-employee directors. 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 share-based grants are awarded under the ALTEIP.

The Compensation Committee of the Board of Directors (the “Compensation Committee”) awards PSUs and RSUs annually. 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 are based on salary grade and performance and generally 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, however, issuance of vested shares is deferred until separation from Board service. 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.

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 Compensation Committee reviews these grants semi-annually. Restricted stock and RSUs granted under this program may have different vesting periods.

The fair value of RSUs is estimated using the fair market value of a share of the Company’s common stock at the date of grant. The fair value of PSUs is estimated using the Monte Carlo simulation model. The number of shares a participant will receive upon vesting of a PSU award is contingent upon the Company’s performance with respect to selected metrics, as identified below. The payout levels for 2016 awards can vary between 0% and 200% (maximum) of the target (100%) ALTEIP award amount and the payout levels for 2015 awards and prior 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.

2016 PSU Performance Goals. The Compensation Committee established total shareholder return and net operating earnings per diluted share, excluding reportable catastrophe losses, as the two equally weighted performance measures for PSU awards in 2016. Total shareholder return is defined as appreciation in Company stock plus dividend yield to stockholders and will be measured by the performance of the Company relative to the S&P 500 Index over the three-year performance period. Net operating earnings per diluted share, excluding reportable catastrophe losses, is a Company-specific profitability metric and is defined as the Company’s net operating earnings, excluding reportable catastrophe losses, divided by the number of fully diluted shares outstanding at the end of the period. This metric is an absolute metric that is measured against a three-year cumulative target established by the Compensation Committee at the award date, and is not tied to the performance of peer companies.

2015 and prior PSU Performance Goals. 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 in 2015 and prior. 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 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. Payouts will be determined by measuring performance against the average performance of companies included in an insurance industry market index.

From 2009 to 2013, the Company used the A.M. Best U.S. Insurance Index to measure its relative performance ranking. In 2014, A.M. Best stopped publishing this index. As of January 1, 2014, the Company is using the S&P Total Market Index to measure the Company’s performance for all outstanding PSU awards in 2015 and prior. Consistent with adjustments made to the A.M. Best U.S. Insurance Index, adjustments will be made to the S&P Total Market Index to exclude companies with revenues of less than $1,000,000 or that are not in the insurance or managed healthcare Global Industry Classification Standard codes. In addition, companies within the Company’s compensation peer group, but not otherwise in the S&P Total Market

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

Index, will be included. The adjusted S&P Total Market Index is substantially similar in composition to the previous A.M. Best U.S. Insurance Index.

Effective September 8, 2016, the Company amended its outstanding 2015 and 2014 PSU awards (except those awarded to executive officers of the Company, as defined in Section 16 of the Exchange Act) to exclude the Assurant Employee Benefits and Assurant Health segment revenue from the revenue growth metric in 2016. The modification was made as a result of the Company’s exit of the health insurance market in 2016 and the sale of Assurant Employee Benefits on March 1, 2016 (for more information, see Notes 4 and 5). All other terms of the awards remained unchanged. The incremental expense recognized in the three months ended September 30, 2016 related to this modification was $1,549.

Restricted Stock Units

The following table shows a summary of RSU activity during the three and nine months ended September 30, 2016 and 2015:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
RSU compensation expense	$	6,199		$	5,857		$	14,998		$	16,316
Income tax benefit	(2,167		)	(2,048		)	(5,243		)	(5,708		)
RSU compensation expense, net of tax	$	4,032		$	3,809		$	9,755		$	10,608
RSUs granted	41,756			11,861			351,850			351,259
Weighted average grant date fair value per unit	$	88.13		$	68.55		$	79.45		$	62.44
Total fair value of vested RSUs	$	3,737		$	7,112		$	25,007		$	31,604

As of September 30, 2016, there was $21,590 of unrecognized compensation cost related to outstanding RSUs. That cost is expected to be recognized over a weighted-average period of 1.39 years.

Performance Share Units

The following table shows a summary of PSU activity during the three and nine months ended September 30, 2016 and 2015:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
PSU compensation expense	$	9,052		$	4,577		$	13,287		$	6,908
Income tax benefit	(3,166		)	(1,601		)	(4,644		)	(2,415		)
PSU compensation expense, net of tax	$	5,886		$	2,976		$	8,643		$	4,493
PSUs granted	12,700			—			271,346			355,688
Weighted average grant date fair value per unit	$	91.12		$	—		$	81.30		$	61.82

Portions of the compensation expense recorded during 2014 were reversed in 2015 since the Company's level of actual performance as measured against pre-established performance goals had declined. As of September 30, 2016, there was $22,229 of unrecognized compensation cost related to outstanding PSUs. That cost is expected to be recognized over a weighted-average period of 1.03 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 nine months ended September 30, 2016 and 2015 were based on the historical stock prices of the Company’s stock and peer group. The expected term for grants issued during the nine months ended

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

September 30, 2016 and 2015 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.

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.

In January 2016, the Company issued 59,102 shares at a discounted price of $61.70 for the offering period of July 1, 2015 through December 31, 2015. In January 2015, the Company issued 65,302 shares at a discounted price of $59.65 for the offering period of July 1, 2014 through December 31, 2014.

In July 2016, the Company issued 45,649 shares at a discounted price of $70.67 for the offering period of January 1, 2016 through June 30, 2016. In July 2015, the Company issued 65,320 shares at a discounted price of $60.30 for the offering period of January 1, 2015 through June 30, 2015.

The compensation expense recorded related to the ESPP was $310 and $322 for the three months ended September 30, 2016 and 2015, respectively, and $950 and $954 for the nine months ended September 30, 2016 and 2015, respectively.

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 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.

12. Stock Repurchase

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



Period in 2016	Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Programs
January	1,147,337	$	78.44	1,147,337
February	869,898	70.69		869,898
March	1,405,025	76.12		1,405,025
April	1,033,098	79.90		1,033,098
May	845,869	87.01		845,869
June	439,031	84.75		439,031
July	485,725	86.61		485,725
August	1,177,372	85.92		1,177,372
September	1,028,006	89.92		1,028,006
Total	8,431,361	$	81.54	8,431,361

On September 9, 2015, the Company’s Board of Directors authorized the Company to repurchase up to $750,000 of its outstanding common stock.

During the nine months ended September 30, 2016, the Company repurchased 8,431,361 shares of the Company’s outstanding common stock at a cost of $687,305, exclusive of commissions, leaving $264,798 remaining under the total repurchase authorization at September 30, 2016.

The timing and the amount of future repurchases will depend on market conditions, the Company's financial condition, results of operations, liquidity and other factors.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

13. 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 September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Numerator
Net income (loss)	$	144,367		$	(7,022	)	$	534,034		$	75,811
Deduct dividends paid	(30,071		)	(20,456		)	(95,037		)	(60,906		)
Undistributed earnings (loss)	$	114,296		$	(27,478	)	$	438,997		$	14,905
Denominator
Weighted average shares outstanding used in basic earnings per share	60,262,073			67,632,920			62,522,980			68,646,043
Incremental common shares from:
PSUs	566,268			—			570,340			695,843
Weighted average shares used in diluted earnings per share calculations	60,828,341			67,632,920			63,093,320			69,341,886
Earnings per common share - Basic
Distributed earnings	$	0.50		$	0.30		$	1.52		$	0.89
Undistributed earnings (loss)	1.90			(0.40		)	7.02			0.21
Net income (loss)	$	2.40		$	(0.10	)	$	8.54		$	1.10
Earnings per common share - Diluted*
Distributed earnings	$	0.49		$	0.30		$	1.50		$	0.88
Undistributed earnings (loss)	1.88			(0.40		)	6.96			0.21
Net income (loss)	$	2.37		$	(0.10	)	$	8.46		$	1.09


*	In accordance with earnings per share guidance, diluted per share amounts were computed in the same manner as basic per share amounts when a loss from operations existed during the three months ended September 30, 2015.

Average PSUs totaling 5,301 and 6,449 for the three and nine months ended September 30, 2016, respectively, were outstanding but were anti-dilutive and thus not included in the computation of diluted EPS under the treasury stock method. There were no anti-dilutive PSUs outstanding during the three and nine months ended September 30, 2015.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

14. Retirement and Other Employee Benefits

The components of net periodic (gain) benefit cost for the Company’s qualified pension benefits plan, nonqualified pension benefits plan and retirement health benefits plan for the three and nine months ended September 30, 2016 and 2015 were as follows:



	Qualified Pension Benefits									Nonqualified Pension Benefits (1)					Retirement Health Benefits
	For the Three Months Ended September 30,									For the Three Months Ended September 30,					For the Three Months Ended September 30,
	2016 Plan 1			2016 Plan 2			2015			2016			2015		2016			2015
Service cost	$	1,397		$	—		$	8,725		$	144		$	1,394	$	—		$	589
Interest cost	3,240			3,524			9,119			880			1,363		893			967
Expected return on plan assets	(5,461		)	(8,077		)	(13,209		)	—			—		(762		)	(808		)
Amortization of prior service cost	—			—			—			24			194		—			(242		)
Amortization of net loss	—			146			3,535			128			745		—			—
Curtailment/settlement charge	—			—			—			—			411		—			—
Net periodic (gain) benefit cost	$	(824	)	$	(4,407	)	$	8,170		$	1,176		$	4,107	$	131		$	506

	Qualified Pension Benefits									Nonqualified Pension Benefits (1)					Retirement Health Benefits
	For the Nine Months Ended September 30,									For the Nine Months Ended September 30,					For the Nine Months Ended September 30,
	2016 Plan 1			2016 Plan 2			2015			2016			2015		2016			2015
Service cost	$	1,397		$	—		$	28,225		$	344		$	3,644	$	—		$	1,839
Interest cost	10,040			10,524			27,219			2,730			4,063		2,643			2,867
Expected return on plan assets	(21,061		)	(19,977		)	(40,659		)	—			—		(2,262		)	(2,458		)
Amortization of prior service cost	—			—			—			24			594		—			(692		)
Amortization of net loss	—			796			10,185			728			2,195		—			—
Curtailment/settlement (gain) charge	(23,057		)	—			—			(2,285		)	1,211		(4,236		)	—
Net periodic (gain) benefit cost	$	(32,681	)	$	(8,657	)	$	24,970		$	1,541		$	11,707	$	(3,855	)	$	1,556


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

Effective January 1, 2014, the Assurant Pension Plan (the "Plan"), Assurant Executive Pension Plan and Assurant Supplemental Executive Retirement Plan ("SERP") were closed to new hires. Effective January 1, 2016, the Plan was amended and split into two separate plans, the Assurant Pension Plan No. 1 (Plan No. 1) and the Assurant Pension Plan No. 2 (Plan No. 2). Plan No. 2 generally includes a subset of the terminated vested population and the total population who commenced distribution of their accrued benefit prior to January 1, 2016. Plan No. 1 generally covers all other eligible employees (including the active population as of January 1, 2016, the remainder of the terminated vested population and all Puerto Rico participants). Assets for both plans will remain in the Assurant, Inc. Pension Plan Trust.

Effective March 1, 2016, the Plan, the Assurant Executive Pension Plan, the SERP and the Retiree Medical Plan were amended such that no additional benefits will be earned after February 29, 2016. In connection with this amendment, the Company recorded a non-cash, curtailment gain of $29,578 in the first quarter 2016, which is included in the gain on pension plan curtailment caption in the consolidated statements of operations.

Also as a result of the curtailment, the Plan's funded status increased to $51,328 (based on the fair value of the assets compared to the accumulated benefit obligation) at September 30, 2016 from $(51,973) (based on the fair value of the assets compared to the projected benefit obligation) at December 31, 2015. This equates to a 106% and 94% funded status at September 30, 2016 and December 31, 2015, respectively. During the first nine months of 2016, no cash was contributed to the Plan. Due to the Plan's current funded status, no additional cash is expected to be contributed to the Plan over the remainder of 2016.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

During the first quarter of 2016, the Company announced that it will make a special, one-time contribution of three percent of eligible pay into the defined contribution plan for all active employees as of December 31, 2016. Employees whose employment ends between March 1 and December 30, 2016 due to death, total disability, retirement (as defined in the Plan) or as part of an involuntary termination without cause initiated by the Company are also eligible for this contribution. The Company had $18,044 accrued in connection with this special, one-time contribution as of September 30, 2016.

15. Segment Information

During 2016, the Company announced its plans to realign its lines of business under a newly created Chief Operating Officer position. The senior management team continues to work on the new organizational framework and corresponding operating structure. The presentation of the segments described below is expected to be modified accordingly and prior periods' presentations revised to conform to the new operating segments. The Company expects such changes to be in effect by December 31, 2016.

As previously announced, the Company will substantially exit the health insurance market by the end of 2016 and sold its Assurant Employee Benefits segment on March 1, 2016, mainly through a series of reinsurance transactions. For more information see Notes 4 and 5, respectively. As of September 30, 2016, the Company has five reportable segments, which are defined based on the nature of the products and services offered:

•Assurant Solutions: provides mobile device protection and related services; extended service contracts; vehicle protection; pre-funded funeral insurance and credit insurance.

•Assurant Specialty Property: provides renters insurance; lender-placed homeowners insurance; mortgage valuation and field services and manufactured housing insurance.

•Corporate & Other: includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments and interest income earned from short-term investments held. Corporate & Other also includes the amortization of deferred gains and gains associated with the sales of Fortis Financial Group, Long-Term Care and Assurant Employee Benefits through reinsurance agreements and other unusual and infrequent items, including the loss related to the sale of Assurant Employee Benefits.

•Assurant Health: includes amounts related to the previously announced exit from the health insurance market.

•Assurant Employee Benefits: includes the results of operations for the periods prior to its sale on March 1, 2016.

The Company evaluates performance of the operating segments (Assurant Solutions; Assurant Specialty Property and Corporate & Other) based on segment income (loss) after-tax. The Company determines reportable segments in a manner consistent with the way the Chief Operating Decision Maker makes operating decisions and assesses performance.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The following tables summarize selected financial information by segment:



	Three Months Ended September 30, 2016
	Solutions		Specialty Property		Health			Corporate & Other		Consolidated
Revenues
Net earned premiums	$	757,201	$	457,446	$	486		$	—	$	1,215,133
Fees and other income	213,784		121,624		4,943			7,342		347,693
Net investment income	95,349		16,991		1,551			10,907		124,798
Net realized gains on investments	—		—		—			10,704		10,704
Amortization of deferred gains and gains on disposal of businesses (1)	—		—		—			135,840		135,840
Total revenues	1,066,334		596,061		6,980			164,793		1,834,168
Benefits, losses and expenses
Policyholder benefits (2)	240,963		218,663		(24,453		)	—		435,173
Amortization of deferred acquisition costs and value of business acquired	278,266		52,087		—			—		330,353
Underwriting, general and administrative expenses (3)	484,321		260,725		31,467			57,265		833,778
Interest expense	—		—		—			14,006		14,006
Total benefits, losses and expenses	1,003,550		531,475		7,014			71,271		1,613,310
Segment income (loss) before provision for income tax	62,784		64,586		(34		)	93,522		220,858
Provision for income taxes	20,082		20,035		1,712			34,662		76,491
Segment income (loss) after tax	$	42,702	$	44,551	$	(1,746	)	$	58,860
Net income										$	144,367


(1)	Includes $132,856 related to the additional deferred gains and gains related to the Assurant Employee Benefits sale on March 1, 2016, as referenced in Note 4.


(2)	The presentation of Assurant Health policyholder benefits includes the impact of the total current period utilization of the premium deficiency reserve of $21,562 for claim costs and claim adjustment expenses included in policyholder benefits, as well as maintenance costs, which are included within underwriting, general and administrative expenses.


(3)	Corporate & Other includes an $18,000 expense related to a post-close adjustment pertaining to an estimated indemnification that will be due on a previous disposition.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Three Months Ended September 30, 2015
	Solutions		Specialty Property		Health			Employee Benefits		Corporate & Other			Consolidated
Revenues
Net earned premiums	$	749,494	$	491,836	$	551,201		$	265,890	$	—		$	2,058,421
Fees and other income	190,071		105,884		15,113			6,213		242			317,523
Net investment income	91,211		19,663		5,867			26,440		5,585			148,766
Net realized gains on investments	—		—		—			—		6,203			6,203
Amortization of deferred gains and gains on disposal of businesses	—		—		—			—		3,243			3,243
Total revenues	1,030,776		617,383		572,181			298,543		15,273			2,534,156
Benefits, losses and expenses
Policyholder benefits	235,299		172,444		663,963			182,499		—			1,254,205
Amortization of deferred acquisition costs and value of business acquired	267,146		62,380		3,504			8,409		—			341,439
Underwriting, general and administrative expenses	454,399		249,411		124,892			90,801		37,481			956,984
Interest expense	—		—		—			—		13,779			13,779
Total benefits, losses and expenses	956,844		484,235		792,359			281,709		51,260			2,566,407
Segment income (loss) before provision (benefit) for income tax	73,932		133,148		(220,178		)	16,834		(35,987		)	(32,251		)
Provision (benefit) for income taxes	21,487		45,891		(75,781		)	6,396		(23,222		)	(25,229		)
Segment income (loss) after tax	$	52,445	$	87,257	$	(144,397	)	$	10,438	$	(12,765	)
Net income													$	(7,022	)

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Nine Months Ended September 30, 2016
	Solutions		Specialty Property		Health			Employee Benefits (1)		Corporate & Other		Consolidated
Revenues
Net earned premiums	$	2,251,377	$	1,378,373	$	24,874		$	177,971	$	—	$	3,832,595
Fees and other income	654,801		339,232		18,345			4,244		17,066		1,033,688
Net investment income	272,634		53,158		7,472			17,340		29,721		380,325
Net realized gains on investments (2)	—		—		—			—		194,048		194,048
Amortization of deferred gains and gains on disposal of businesses (3)	—		—		—			—		309,254		309,254
Gain on pension plan curtailment	—		—		—			—		29,578		29,578
Total revenues	3,178,812		1,770,763		50,691			199,555		579,667		5,779,488
Benefits, losses and expenses
Policyholder benefits (4)	689,944		600,794		(29,416		)	118,481		—		1,379,803
Amortization of deferred acquisition costs and value of business acquired	830,308		171,169		—			5,858		—		1,007,335
Underwriting, general and administrative expenses (5)	1,461,466		734,079		122,185			58,469		178,533		2,554,732
Interest expense	—		—		—			—		43,741		43,741
Total benefits, losses and expenses	2,981,718		1,506,042		92,769			182,808		222,274		4,985,611
Segment income (loss) before provision (benefit) for income tax	197,094		264,721		(42,078		)	16,747		357,393		793,877
Provision (benefit) for income taxes	45,858		86,878		(7,733		)	6,277		128,563		259,843
Segment income (loss) after tax	$	151,236	$	177,843	$	(34,345	)	$	10,470	$	228,830
Net income												$	534,034
	As of September 30, 2016

Segment assets:	$	15,095,957	$	3,878,559	$	412,311		$	—	$	10,897,009	$	30,283,836


(1)	Assurant Employee Benefits amounts represent the results of operations prior to the sale on March 1, 2016.


(2)	Includes $146,727 related to assets transferred to Sun Life as part of the Assurant Employee Benefits sale on March 1, 2016.


(3)	Includes $300,284 related to the additional deferred gains and gains related to the Assurant Employee Benefits sale on March 1, 2016.

(4)

The presentation of Assurant Health policyholder benefits includes the impact of the total current period net utilization of the premium deficiency reserve of $20,187 for claim costs and claim adjustment expenses included in policyholder benefits, as well as maintenance costs, which are included within underwriting, general and administrative expenses (the net year to date utilization includes a partially offsetting additional premium deficiency charge incurred in first six months of 2016).


(5)	Corporate & Other includes $16,672 intangible asset impairment charge related to trade names that will no longer be used or defended by the Company, and an $18,000 expense related to a post-close adjustment pertaining to an estimated indemnification that will be due on a previous disposition.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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



	Nine Months Ended September 30, 2015
	Solutions		Specialty Property		Health			Employee Benefits		Corporate & Other			Consolidated
Revenues
Net earned premiums	$	2,256,575	$	1,552,304	$	1,745,386		$	801,976	$	—		$	6,356,241
Fees and other income	541,717		296,248		48,136			18,947		15,646			920,694
Net investment income	283,378		65,621		19,888			84,281		15,657			468,825
Net realized gains on investments	—		—		—			—		22,157			22,157
Amortization of deferred gains and gains on disposal of businesses	—		—		—			—		9,743			9,743
Total revenues	3,081,670		1,914,173		1,813,410			905,204		63,203			7,777,660
Benefits, losses and expenses
Policyholder benefits	685,946		591,652		1,894,049			560,999		—			3,732,646
Amortization of deferred acquisition costs and value of business acquired	809,001		220,560		10,694			24,070		—			1,064,325
Underwriting, general and administrative expenses	1,351,600		725,518		412,678			270,381		88,210			2,848,387
Interest expense	—		—		—			—		41,335			41,335
Total benefits, losses and expenses	2,846,547		1,537,730		2,317,421			855,450		129,545			7,686,693
Segment income (loss) before provision (benefit) for income tax	235,123		376,443		(504,011		)	49,754		(66,342		)	90,967
Provision (benefit) for income taxes	67,504		126,565		(151,870		)	17,900		(44,943		)	15,156
Segment income (loss) after tax	$	167,619	$	249,878	$	(352,141	)	$	31,854	$	(21,399	)
Net income													$	75,811
	As of December 31, 2015

Segment assets:	$	14,356,484	$	3,648,738	$	1,437,032		$	2,190,808	$	8,403,340		$	30,036,402

16. 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 $12,372 and $19,809 of letters of credit outstanding as of September 30, 2016 and December 31, 2015, respectively.

On January 16, 2015, at the request of the Indiana Department of Insurance, the National Association of Insurance Commissioners (the "NAIC") authorized a multistate targeted market conduct examination regarding the Company's lender placed insurance products. Various underwriting companies, including the American Security Insurance Company, are subject to the examination. At present, 44 jurisdictions are participating. During the course of the examination, which began in 2015, the Company has cooperated in responding to requests for information and documents and has engaged in various communications with the examiners. The examination continues and no final report has been issued.

In addition, the Company is involved in a variety of litigation relating to its current and past business operations and, from time to time, it may become involved in other such actions. In particular, the Company is a defendant in class actions in a number of jurisdictions regarding its lender-placed insurance programs. These cases assert a variety of claims under a number of legal theories. The plaintiffs seek premium refunds and other relief. The Company continues to defend itself vigorously in these class actions. We have participated and may participate in settlements on terms that we consider reasonable given the strength of our defenses and other factors.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

The Company has established an accrued liability for the legal and regulatory proceedings discussed above. However, the possible loss or range of loss resulting from such litigation and regulatory proceedings, if any, in excess of the amounts accrued is inherently unpredictable and uncertain. Consequently, no estimate can be made of any possible loss or range of loss in excess of the accrual. Although the Company cannot predict the outcome of any pending legal or regulatory action, or the potential losses, fines, penalties or equitable relief, if any, that may result, it is possible that such outcome could have a material adverse effect on the Company’s consolidated results of operations or cash flows for an individual reporting period. However, based on currently available information, management does not believe that the pending matters are likely to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition.

The Company is subject to certain indemnification requirements that were contractually agreed upon related to a previous disposition. The Company has an indemnification agreement pertaining to the actuarial development of claims reserves, for which it incurred an $18,000 expense during the three months ended September 30, 2016 based on adverse development realized in the three months ended September 30, 2016. The terms of the sale agreement stipulate that loss reserves be finalized and settled at the end of a three year period. The Company will be required to continually assess such liabilities through settlement, with any resulting adjustments recorded in earnings when a change in estimated payment is determined.

Guaranty Fund Assessments

Under state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies that write the same line or similar lines of business. In 2009, the Pennsylvania Insurance Commissioner (the “Commissioner”) placed long-term care insurer Penn Treaty Network America Insurance Company and one of its subsidiaries (collectively, “Penn Treaty”) in rehabilitation, an intermediate action before insolvency, and subsequently petitioned a state court to convert the rehabilitation into a liquidation. In 2012, the state court denied the Commissioner’s petition for liquidation. The Pennsylvania Supreme Court affirmed that ruling in July 2015. The state court’s 2012 order directed the Commissioner to develop a plan of rehabilitation. The Commissioner filed an initial rehabilitation plan in April 2013, and filed amended plans in August 2014 and October 2014. The state court began a hearing in July 2015, which is ongoing, to consider the Commissioner’s most recent proposed rehabilitation plan, which contemplates a partial liquidation of Penn Treaty.

If Penn Treaty is placed in liquidation, the Company’s insurance entities and other insurers may be required to pay a portion of Penn Treaty’s policyholder claims through state guaranty association assessments. We are currently evaluating the estimate of losses resulting from this potential insolvency which will depend on when and to what extent Penn Treaty will be declared insolvent, the amount of the insolvency, the amount and timing of associated future guaranty association assessments or the amount or the availability of any premium tax or other potential offsets. We do not expect such amount to be material to the Company. It is reasonably possible that during 2016 we may record a liability and expense relating to Penn Treaty based on the progression to actual insolvency and our estimate of the resulting state assessments.

17. Income Taxes

During the nine months ended September 30, 2016, the Company recorded a net tax benefit of $18,000 in the Assurant Solutions segment. The tax benefit was driven by an international restructuring, in which there was a redemption of shares. For U.S. tax purposes, the redemption was treated as a dividend of the shares, attracted foreign tax credits and resulted in a tax benefit. The benefit is reflected in the provision for income taxes line item in the consolidated statements of operations.

During the nine months ended September 30, 2015, the Company recorded a net tax benefit of $16,025 in the Assurant Corporate segment. The tax benefit was a result of the sale of certain non-insurance legal entities to National General and is reflected in the provision for income taxes line item in the consolidated statements of operations. See Note 4 for more information. In addition, the Company recorded a net tax benefit of $8,448 in the Assurant Solutions segment. The tax benefit was primarily a result of an international reorganization and is reflected in the provision for income taxes line item in the consolidated statements of operations.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three and Nine Months Ended September 30, 2016 and 2015

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

18. Catastrophe Bond Program

On June 26, 2013, certain of the Company's subsidiaries ("the Subsidiaries") entered into three reinsurance agreements with Ibis Re II Ltd. ("Ibis Re II") providing up to $185,000 of reinsurance coverage for protection against losses over a three-year period from individual hurricane events in Hawaii, Puerto Rico, and along the Gulf and Eastern Coasts of the United States. Ibis Re II financed the property catastrophe reinsurance coverage by issuing $185,000 in catastrophe bonds to unrelated investors (the “Series 2013-1 Notes”). The agreements expired in June 2016.

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

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the financial condition of Assurant, Inc. (which we refer to as “Assurant” or the "Company”) as of September 30, 2016, compared with December 31, 2015, and our results of operations for the three and nine months ended September 30, 2016 and 2015. This discussion should be read in conjunction with our MD&A and annual audited consolidated financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report") filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited consolidated financial statements for the three and nine months ended September 30, 2016 and related notes included elsewhere in this Quarterly Report on Form 10-Q (this "Report"). The 2015 Annual Report, this Report, 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 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 use of 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.	actions by governmental agencies or government sponsored entities or other circumstances, including pending regulatory matters affecting our lender-placed insurance business, that could result in reductions of premium rates or increases in expenses, including claims, commissions, fines, penalties or other expenses;


ii.	loss of significant client relationships or business, distribution sources or contracts and reliance on a few clients;


iii.	potential variations between the final risk adjustment amount and reinsurance amounts, as determined by the U.S. Department of Health and Human Services under the Affordable Care Act, and the Company's estimate;


iv.	unfavorable outcomes in litigation and/or regulatory investigations that could negatively affect our results, business and reputation;


v.	inability to execute strategic plans related to acquisitions, dispositions or new ventures;


vi.	failure to adequately predict or manage benefits, claims and other costs;


vii.	inadequacy of reserves established for future claims;


viii.	current or new laws and regulations that could increase our costs and decrease our revenues;


ix.	significant competitive pressures in our businesses;


x.	failure to attract and retain sales representatives, key managers, agents or brokers;


xi.	losses due to natural or man-made catastrophes;


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


xiii.	deterioration in the Company’s market capitalization compared to its book value that could result in an impairment of goodwill;


xiv.	risks related to our international operations, including fluctuations in exchange rates;


xv.	data breaches compromising client information and privacy;


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


xvii.	cyber security threats and cyber attacks;


xviii.	failure to effectively maintain and modernize our information systems;


xix.	uncertain tax positions and unexpected tax liabilities;


xx.	risks related to outsourcing activities;


xxi.	unavailability, inadequacy and unaffordable pricing of reinsurance coverage;


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


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


xxiv.	inability of reinsurers to meet their obligations;


xxv.	credit risk of some of our agents in Assurant Specialty Property and Assurant Solutions;


xxvi.	inability of our subsidiaries to pay sufficient dividends;


xxvii.	failure to provide for succession of senior management and key executives; and


xxviii.	cyclicality of the insurance industry.

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 2015 Annual Report and “Item 1A-Risk Factors” in the Quarterly Report on Form 10-Q for the three months ended March 31, 2016 (the "First Quarter Report").

General

As previously announced, the Company will substantially exit the health insurance market by the end of 2016 and sold its Assurant Employee Benefits segment on March 1, 2016, mainly through a series of reinsurance transactions. For more information see Notes 4 and 5, respectively, to the consolidated financial statements, included elsewhere in this Report. As of September 30, 2016, the Company has five reportable segments, which are defined based on the nature of the products and services offered:

•Assurant Solutions: provides mobile device protection and related services; extended service contracts; vehicle protection; pre-funded funeral insurance and credit insurance.

•Assurant Specialty Property: provides renters insurance; lender-placed homeowners insurance; mortgage valuation and field services and manufactured housing insurance.

•Assurant Health: includes amounts related to the previously announced exit from the health insurance market.

•Assurant Employee Benefits: includes the results of operations for the periods prior to its sale on March 1, 2016.

The following discussion relates to the three and nine months ended September 30, 2016 (“Third Quarter 2016” and "Nine Months 2016") and the three and nine months ended September 30, 2015 (“Third Quarter 2015” and "Nine Months 2015").

Executive Summary

As previously announced, the Company concluded a comprehensive review of its portfolio and has sharpened its focus on specialty housing and lifestyle protection products and services. As a result, the Company will substantially exit the health insurance market by December 31, 2016 and, on March 1, 2016, the Company completed the sale, mainly through a series of reinsurance transactions, of its Assurant Employee Benefits segment to Sun Life Assurance Company of Canada, a subsidiary of Sun Life Financial Inc. (“Sun Life”), for net cash consideration of $926,174. For more information on the sale, see Note 5 to the consolidated financial statements, included elsewhere in this Report.

Consolidated net income increased $151,389 to net income of $144,367 for Third Quarter 2016, compared with a net loss of $(7,022) for Third Quarter 2015. For Nine Months 2016, net income increased $458,223 to $534,034, compared with net income of $75,811 for Nine Months 2015. The increase in Third Quarter 2016 compared with Third Quarter 2015 was primarily due to lower losses and exit-related charges from the wind down of Assurant Health runoff operations and an increase in the amortization of deferred gains and gains on disposal of businesses related to the transfer of assets and other items associated with the sale of our Assurant Employee Benefits segment. These items were partially offset by higher reportable catastrophe losses related to floods in Louisiana as well as the ongoing normalization of our lender-placed homeowners insurance business.

Assurant Solutions net income decreased $9,743 to $42,702 for Third Quarter 2016 from $52,445 for Third Quarter 2015. Excluding a $4,500 tax benefit in Third Quarter 2015, net income declined $5,243. The decline was primarily due to lower contributions from our mobile business, largely due to higher technology expenses to modernize certain systems and lower repair and logistics volumes as customers upgraded or traded-in significantly fewer phones this period. In addition, we experienced declines in legacy extended service contracts and domestic credit insurance businesses. These items were partially offset by higher real estate joint venture partnership income.

Third Quarter 2016 net earned premiums and fees increased $31,420 to $970,985 for Third Quarter 2016 compared with Third Quarter 2015 primarily due to an increase in mobile subscribers and growth in our vehicle service contracts business. These items were partially offset by declines from certain North American retailers, our domestic credit business and foreign currency exchange volatility.

Overall, we expect Assurant Solution's full year net income to decline modestly from 2015. We expect growth from new and existing mobile programs in 2016 to be offset by declines in legacy extended service contracts, credit insurance and the loss of the tablet program. In order to improve performance and generate profitable growth we are implementing a more rigorous expense management process along with a more robust technology infrastructure to maximize our global capabilities. We expect net earned premiums and fees to increase in 2016, driven by growth in mobile subscribers and vehicle service contracts, partially offset by lower service contract revenue from legacy North American retail clients and continued declines in our credit insurance business.

Assurant Specialty Property net income decreased $42,706 to $44,551 for Third Quarter 2016 from $87,257 for Third Quarter 2015 primarily due to higher weather-related claims and the ongoing normalization of our lender-placed homeowners insurance business. Third Quarter 2016 included $33,104 (after-tax) of reportable catastrophe losses from flooding in Louisiana, while Third Quarter 2015 had none.

Net earned premiums and fees decreased $18,650 to $579,070 for Third Quarter 2016 compared with Third Quarter 2015, primarily due to lower placement and premium rates in the lender-placed homeowners insurance business. The decrease was partially offset by growth in our multi-family housing and mortgage solutions businesses. The Multi-family housing revenue increase reflected a higher volume of renters’ policies sold through our affinity channels and increased penetration rates across our property management network, while the mortgage solutions businesses revenue increase was primarily due to the July acquisition of American Title, Inc., a leader in title and valuation services for home equity lenders.

Overall, we expect Assurant Specialty Property’s full year 2016 net income and net earned premiums to decrease from 2015 levels, reflecting the ongoing normalization of our lender-placed insurance business. We expect the decline to be partially offset by contributions from multi-family housing and mortgage solutions businesses and increased efficiencies and expense savings initiatives. Overall results will be affected by catastrophe losses, including Hurricane Matthew, which inflicted severe

flooding and wind damage, particularly in parts of Georgia, the Carolinas and the Caribbean in early October. We are still assessing the damage and processing claims, but we estimate losses could total up to $70,000 (after-tax).

Critical Factors Affecting Results and Liquidity

Our results depend on the appropriateness 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 2015 Annual Report and “Item 1A-Risk Factors” in the First Quarter Report.

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 debt and dividends on our common stock.

For the nine months ended September 30, 2016, net cash used in operating activities, including the effect of exchange rate changes and the reclassification of assets held for sale, totaled $42,646; net cash provided by investing activities totaled $631,265 and net cash used in financing activities totaled $760,301. We had $1,116,623 in cash and cash equivalents as of September 30, 2016. Please see “—Liquidity and Capital Resources,” below for further details.

Critical Accounting Policies and Estimates

Our 2015 Annual Report describes 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 2015 Annual Report were consistently applied to the unaudited interim consolidated financial statements for Third Quarter 2016.

Results of Operations

Assurant Consolidated

Overview

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



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2016		2015			2016		2015
Revenues:
Net earned premiums	$	1,215,133	$	2,058,421		$	3,832,595	$	6,356,241
Fees and other income	347,693		317,523			1,033,688		920,694
Net investment income	124,798		148,766			380,325		468,825
Net realized gains on investments	10,704		6,203			194,048		22,157
Amortization of deferred gains and gains on disposal of businesses	135,840		3,243			309,254		9,743
Gain on pension plan curtailment	—		—			29,578		—
Total revenues	1,834,168		2,534,156			5,779,488		7,777,660
Benefits, losses and expenses:
Policyholder benefits	435,173		1,254,205			1,379,803		3,732,646
Selling, underwriting and general expenses	1,164,131		1,298,423			3,562,067		3,912,712
Interest expense	14,006		13,779			43,741		41,335
Total benefits, losses and expenses	1,613,310		2,566,407			4,985,611		7,686,693
Income (loss) before provision (benefit) for income taxes	220,858		(32,251		)	793,877		90,967
Provision (benefit) for income taxes	76,491		(25,229		)	259,843		15,156
Net income (loss)	$	144,367	$	(7,022	)	$	534,034	$	75,811

The following discussion provides a general overall analysis of how the consolidated results were affected by our segments for Third Quarter 2016 and Nine Months 2016 compared to Third Quarter 2015 and Nine Months 2015, respectively. Please see the discussion that follows for each of these segments for a more detailed analysis of the fluctuations.

For the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Net Income (Loss)

Results increased $151,389, or 2,156%, to net income of $144,367 for Third Quarter 2016, compared with a net loss of $(7,022) for Third Quarter 2015. The increase was primarily due to lower losses and exit-related charges from the wind down of Assurant Health runoff operations and an increase in the amortization of deferred gains and gains on disposal of businesses related to the transfer of assets and other items associated with the sale of our Assurant Employee Benefits segment, mainly through a series of reinsurance transactions, to Sun Life. For more information on the sale, see Note 5 to the consolidated financial statements, included elsewhere in this Report. These items were partially offset by higher reportable catastrophe losses related to floods in Louisiana as well as the ongoing normalization of our lender-placed homeowners insurance business.

For the Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2015

Net Income

Net income increased $458,223, or 604%, to $534,034 for Nine Months 2016, compared with $75,811 of net income for Nine Months 2015. The increase was primarily due to lower losses and exit-related charges from the wind down of the Assurant Health runoff operations and an additional $111,730 (after-tax) in net realized gains on investments and a $194,682 (after-tax) increase in amortization of deferred gains and gains on disposal of businesses, both related to the transfer of assets and other items associated with the sale of Assurant Employee Benefits segment. For more information on the sale, see Note 5 to the consolidated financial statements, included elsewhere in this Report.

In addition, Nine Months 2016 includes a $19,226 (after-tax) one-time curtailment gain associated with our previously disclosed pension plan freeze, effective March 1, 2016. For more information on the pension plan freeze, see Note 14 to the consolidated financial statements, included elsewhere in this Report.

Assurant Solutions

Overview

The table below presents information regarding Assurant Solutions’ segment results of operations:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues:
Net earned premiums	$	757,201	$	749,494	$	2,251,377	$	2,256,575
Fees and other income	213,784		190,071		654,801		541,717
Net investment income	95,349		91,211		272,634		283,378
Total revenues	1,066,334		1,030,776		3,178,812		3,081,670
Benefits, losses and expenses:
Policyholder benefits	240,963		235,299		689,944		685,946
Selling, underwriting and general expenses	762,587		721,545		2,291,774		2,160,601
Total benefits, losses and expenses	1,003,550		956,844		2,981,718		2,846,547
Segment income before provision for income taxes	62,784		73,932		197,094		235,123
Provision for income taxes	20,082		21,487		45,858		67,504
Segment net income	$	42,702	$	52,445	$	151,236	$	167,619

Net earned premiums, fees and other:
Global connected living	$	647,665	$	618,887	$	1,926,112	$	1,860,681
Global vehicle protection	175,343		156,007		537,788		446,277
Global preneed	43,254		43,342		129,198		128,068
Global credit and other	104,723		121,329		313,080		363,266
Total	$	970,985	$	939,565	$	2,906,178	$	2,798,292

For the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Net Income

Segment net income decreased $9,743, or 19%, to $42,702 for Third Quarter 2016 from $52,445 for Third Quarter 2015. The decrease was due in part to a $4,500 net tax benefit in Third Quarter 2015 from international operations that did not recur in the Third Quarter 2016. Additionally, segment net income declined primarily due to lower contributions from mobile, legacy extended service contracts from North American retailers and our credit insurance business. Mobile results reflected lower than expected volumes from mobile repair and logistics and higher expenses related to certain technology systems. These items were partially offset by $3,269 (after-tax) investment income from real estate joint venture partnerships.

Total Revenues

Total revenues increased $35,558, or 3%, to $1,066,334 for Third Quarter 2016 from $1,030,776 for Third Quarter 2015. Net earned premiums increased $7,707 primarily due to growth from our domestic vehicle protection business and our global mobile protection programs. Fees and other income increased $23,713, primarily driven by growth in mobile subscribers. These items were partially offset by foreign currency exchange volatility as well as declines from legacy retail clients and credit insurance. Net investment income increased $4,138 in Third Quarter 2016 compared with Third Quarter 2015, primarily due to increases in investment income from real estate joint venture partnerships. A few significant clients continued to account for a substantial portion of segment revenues.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $46,706, or 5%, to $1,003,550 for Third Quarter 2016 from $956,844 for Third Quarter 2015. Policyholder benefits increased $5,664, primarily due to overall growth in our domestic vehicle protection business and global mobile protection programs. Selling, underwriting and general expenses increased $41,042, mostly related to growth in our domestic mobile programs, including higher expenses related to certain technology systems, and domestic vehicle protection business, partially offset by foreign currency exchange volatility.

For the Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2015

Net Income

Segment net income decreased $16,383, or 10%, to $151,236 for Nine Months 2016 from $167,619 for Nine Months 2015. The decrease was primarily due to the loss of a domestic tablet program and an adjustment related to the amortization of deferred acquisition costs and policyholders benefits for an older block of preneed policies. These items were partially offset by a $5,100 net tax benefit increase related to a redemption of shares in our international structure.

Total Revenues

Total revenues increased $97,142, or 3%, to $3,178,812 for Nine Months 2016 from $3,081,670 for Nine Months 2015. Net earned premiums decreased $5,198 primarily due to foreign currency exchange volatility, the loss of a domestic tablet program and the continued run-off of our credit insurance business. These items were partially offset by growth from our domestic vehicle protection business and global mobile protection programs. Fees and other income increased $113,084, primarily driven by growth in our global mobile programs and subscribers. A few significant clients continued to account for a substantial portion of segment revenues.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $135,171, or 5%, to $2,981,718 for Nine Months 2016 from $2,846,547 for Nine Months 2015. Policyholder benefits increased $3,998 primarily due to higher loss experience in our global mobile protection programs due in part to expansion of our international mobile business in Asia and Europe, an adjustment related to the amortization of policyholder benefits for an older block of preneed policies. Selling, underwriting and general expenses increased $131,173, mostly related to our domestic mobile protection programs and related services, growth in our domestic vehicle protection business and an adjustment related to the amortization of a deferred acquisition cost adjustment mentioned earlier. These items were partially offset by foreign currency exchange volatility and lower legal expenses.

Assurant Specialty Property

Overview

The table below presents information regarding Assurant Specialty Property’s segment results of operations:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues:
Net earned premiums	$	457,446	$	491,836	$	1,378,373	$	1,552,304
Fees and other income	121,624		105,884		339,232		296,248
Net investment income	16,991		19,663		53,158		65,621
Total revenues	596,061		617,383		1,770,763		1,914,173
Benefits, losses and expenses:
Policyholder benefits	218,663		172,444		600,794		591,652
Selling, underwriting and general expenses	312,812		311,791		905,248		946,078
Total benefits, losses and expenses	531,475		484,235		1,506,042		1,537,730
Segment income before provision for income taxes	64,586		133,148		264,721		376,443
Provision for income taxes	20,035		45,891		86,878		126,565
Segment net income	$	44,551	$	87,257	$	177,843	$	249,878

Net earned premiums, fees and other:
Lender-placed insurance	$	328,635	$	373,435	$	996,990	$	1,200,362
Multi-family housing	81,886		74,407		237,256		207,433
Mortgage solutions	88,094		72,290		243,444		208,036
Manufactured housing and other	80,455		77,588		239,915		232,721
Total	$	579,070	$	597,720	$	1,717,605	$	1,848,552

Regulatory Matters

In January 2015, New York Department of Financial Services ("NYDFS") issued regulations regarding tracking costs associated with lender placed insurance rates. The Company reached an agreement with the NYDFS to file for a 6.2% reduction in lender-placed hazard insurance rates in New York. The rates have been filed and approved, and were effective for new and renewing policies starting February 1, 2016.

Lender-placed insurance products accounted for 58% and 65% of net earned premiums and fees for Nine Months 2016 and Nine Months 2015, respectively. The approximate corresponding contributions to the segment net income in these periods were 63% and 77%. The portion of total segment net income attributable to lender-placed products may vary substantially over time depending on the frequency, severity and location of catastrophic losses, the cost of catastrophe reinsurance and reinstatement coverage, the variability of claim processing costs and client acquisition costs, and other factors. In addition, we expect placement rates for these products to decline.

For the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Net Income

Segment net income decreased $42,706, or 49%, to $44,551 for Third Quarter 2016 from $87,257 for Third Quarter 2015 primarily due to higher weather-related claims and the ongoing normalization of our lender-placed homeowners insurance business. Third Quarter 2016 included $33,104 (after-tax) of reportable catastrophe losses, while Third Quarter 2015 had none.

Total Revenues

Total revenues decreased $21,322, or 3%, to $596,061 for Third Quarter 2016 from $617,383 for Third Quarter 2015. The decrease was primarily due to lower lender-placed homeowners insurance net earned premiums, partially offset by fee income growth from multi-family housing and mortgage solutions businesses, including the recently acquired title and valuation business. The decline in lender-placed homeowners insurance is primarily due to expected decline in placement rates, previously disclosed loss of client business and premium rate reductions. A few significant clients continued to account for a substantial portion of segment revenue.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $47,240, or 10%, to $531,475 for Third Quarter 2016 from $484,235 for Third Quarter 2015. Total policyholder benefits increased $46,219 to $218,663 for Third Quarter 2016, compared with $172,444 for Third Quarter 2015. The increase was primarily related to $50,929 of reportable catastrophe losses in Third Quarter 2016 while Third Quarter 2015 had no reportable catastrophe losses. 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. Selling, underwriting and general expenses increased $1,021 in Third Quarter 2016 compared with Third Quarter 2015 mainly due to growth in mortgage solutions businesses.

For the Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2015

Net Income

Segment net income decreased $72,035, or 29%, to $177,843 for Nine Months 2016 from $249,878 for Nine Months 2015 primarily due to higher weather-related claims and the ongoing normalization of lender-placed homeowners insurance business. Nine Months 2016 included $58,469 (after-tax) of reportable catastrophe losses, while Nine Months 2015 had $9,497 (after-tax).

Total Revenues

Total revenues decreased $143,410, or 7%, to $1,770,763 for Nine Months 2016 from $1,914,173 for Nine Months 2015. The decrease was primarily due to lower lender-placed homeowners insurance net earned premiums. The decline in lender-placed homeowners net earned premiums was primarily due to expected decline in placement rates, lower premium rates, and previously disclosed loss of client business. These items were partially offset by an increase in revenues from the multi-family housing and mortgage solutions businesses. A few significant clients continued to account for a substantial portion of segment revenues.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased $31,688, or 2%, to $1,506,042 for Nine Months 2016 from $1,537,730 for Nine Months 2015. Total policyholder benefits increased $9,142 to $600,794 for Nine Months 2016 compared with $591,652 for Nine Months 2015. The increase was primarily due to $89,952 of reportable catastrophe losses in Nine Months 2016 compared with $14,612 for Nine Months 2015, which was largely offset by favorable non-catastrophe losses due to lower claims frequency and severity. 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. Selling, underwriting and general expenses decreased $40,830 in Nine Months 2016 compared with Nine Months 2015 mainly due to savings from cost efficiency efforts, partially offset by growth in mortgage solutions businesses.

Assurant Health

Overview

The table below presents information regarding Assurant Health’s segment results of operations:



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues:
Net earned premiums (1)	$	486		$	551,201		$	24,874		$	1,745,386
Fees and other income	4,943			15,113			18,345			48,136
Net investment income	1,551			5,867			7,472			19,888
Total revenues	6,980			572,181			50,691			1,813,410
Benefits, losses and expenses:
Policyholder benefits (2)	(24,453		)	663,963			(29,416		)	1,894,049
Selling, underwriting and general expenses	31,467			128,396			122,185			423,372
Total benefits, losses and expenses	7,014			792,359			92,769			2,317,421
Segment loss before provision (benefit) for income taxes	(34		)	(220,178		)	(42,078		)	(504,011		)
Provision (benefit) for income taxes	1,712			(75,781		)	(7,733		)	(151,870		)
Segment net loss	$	(1,746	)	$	(144,397	)	$	(34,345	)	$	(352,141	)
Net earned premiums:
Individual	$	(850	)	$	463,525		$	8,646		$	1,466,008
Small employer group	1,336			87,676			16,228			279,378
Total (1)	$	486		$	551,201		$	24,874		$	1,745,386


(1)	Third Quarter 2016 and Nine Months 2016 includes the reversal of $8,938 and $30,667, respectively, of previously accrued risk adjustment premiums.

(2)

Third Quarter 2016 and Nine Months 2016 includes the impact of the total current period net utilization of the premium deficiency reserve of $21,562 and $20,187, respectively, for claim costs and claim adjustment expenses included in policyholder benefits, as well as maintenance costs, which are included within underwriting, general and administrative expenses (the net year to date utilization includes a partially offsetting additional premium deficiency charge incurred in first six months of 2016). In addition, such amounts include benefits from pharmacy rebates and favorable claims development.

As previously announced, the Company concluded a comprehensive review of its portfolio and sharpened its focus on specialty housing and lifestyle protection products and services. As a result, the Company will substantially exit the health insurance market by the end of 2016. For more information, see Note 4 of the Notes to the consolidated financial statements included elsewhere in this Report.

The Affordable Care Act

Some provisions of the Affordable Care Act continue to affect our health insurance business, even though it is in run-off. For more information, see Item 1A, "Risk Factors—Risk related to our industry—Reform of the health insurance industry could materially reduce the profitability of certain of our businesses or render them unprofitable" in our 2015 Annual Report and "Item 1A-Risk Factors" in the First Quarter Report.

Because all individuals now have a guaranteed right to purchase health insurance policies, the Affordable Care Act introduced new and significant premium stabilization programs in 2014: reinsurance, risk adjustment, and risk corridor (together, the “3 Rs”). These programs, discussed in further detail below, are meant to mitigate the potential adverse impact to individual health insurers as a result of Affordable Care Act provisions that became effective January 1, 2014.

Reinsurance

This is a transitional program for 2014-2016, with decreasing benefit over the three years. All commercial individual and group medical health plans are required to contribute to the funding of the program. Only for individual health plans that are in compliance with the essential health benefits of the Affordable Care Act are insurers eligible to receive benefits from the program.

We are required to make contributions, which are recorded quarterly, based on both our Affordable Care Act and non-Affordable Care Act business. Contributions based on our non-Affordable Care Act business are included in selling, underwriting and general expenses and contributions based on our Affordable Care Act business are included as ceded premiums. Recoveries are recorded quarterly as ceded policyholder benefits.

For the Nine Months 2016, due to a change in estimate and following receipt of the final payment notifications for the 2015 risk mitigation programs from the Centers for Medicare and Medicaid Services ("CMS"), we reduced our estimate of expected reinsurance recoveries by $7,832, through a charge to policyholder benefits in our consolidated statements of operations. There were no additional charges recorded in Third Quarter 2016. We did not record any reinsurance contributions for the Third Quarter 2016 and Nine Months 2016. As of September 30, 2016, we have reinsurance recoverables of $31,597 on our consolidated balance sheets. During Third Quarter 2016 and Nine Months 2016, we collected $190,692 and $256,992, respectively, under the 2015 program.

Risk Adjustment

This is a permanent program to transfer funds between health insurers based on the average health risk scores of their Affordable Care Act insured populations. Insurers with below-average risk scores contribute into the pool. Insurers with above-average risk scores receive payments out of the pool.

Risk scores are evaluated at the state, market, and legal entity level for policies that comply with the Affordable Care Act. Risk adjustment amounts payable and receivable are reflected as adjustments to net earned premiums, and are recorded quarterly based on our current estimated loss experience of our Affordable Care Act business.

For Third Quarter 2016 and Nine Months 2016, following receipt of the final payment notifications for the 2015 risk mitigation programs from CMS, we recorded net risk adjustment premiums of $(8,938) and $(30,745), respectively, in our consolidated statements of operations, reflecting changes in the allowance for adverse development in our relative risk score. As of September 30, 2016, we carried net risk adjustment receivables of $66,381, net of an allowance for adverse development of $26,061, on our consolidated balance sheets. During Third Quarter 2016 and Nine Months 2016, we collected $120,922 (net) under the 2015 program. During Nine Months 2016, we collected $7,148 under the 2014 program.

Risk Corridor

This is a temporary risk-sharing program for 2014-2016. Based on ratios of allowable costs to target costs as defined by the Affordable Care Act, health insurers will make payments to the Department of Health and Human Services (“HHS”) or receive funds from HHS. Because Assurant Health did not participate in any public insurance marketplaces for 2014, risk corridors had no impact on our 2014 operations. Assurant Health began participating in the public insurance marketplaces for 2015. As of September 30, 2016, receivables under the risk corridor program are $104,847, however, we have not recorded a net receivable because payments from HHS under this program are uncertain.

Estimates of amounts receivable from these programs are subject to considerable uncertainty and actual amounts received may vary substantially from our estimates.

For the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Net Loss

Segment net loss was $1,746 for Third Quarter 2016 compared to a net loss of $144,397 for Third Quarter 2015. The difference was primarily attributable to the premium deficiency reserve and exit related costs in Third Quarter 2015 due to the aforementioned decision to put the segment into runoff.

Total Revenues

Total revenues decreased to $6,980 for Third Quarter 2016 from $572,181 for Third Quarter 2015. Net earned premiums from our individual medical and our small employer group businesses decreased due to the decline in membership and sales as we exit the health insurance market.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased to $7,014 for Third Quarter 2016 from $792,359 for Third Quarter 2015. The decrease in policyholder benefits was attributable to the decrease of inforce policies as a result of the exit from the health insurance market including all of the individual Affordable Care Act medical policies which were terminated at the end of 2015. Selling, underwriting and general expenses decreased primarily due to lower commission expense resulting from the

discontinuance of sales and decreased general expenses as we run-off the business. This decrease was partially offset by $3,340 of severance costs.

For the Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2015

Net Loss

Segment net loss was $34,345 for Nine Months 2016 compared to a net loss of $352,141 for Nine Months 2015. The change was primarily due to the items noted above.

Total Revenues

Total revenues decreased to $50,691 for Nine Months 2016 from $1,813,410 for Nine Months 2015. Net earned premiums from our individual medical business decreased $1,457,362, while net earned premiums from our small employer group business decreased $263,150. The decrease for both products is due to the decline in membership and sales as we exit the health insurance market.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased to $92,769 for Nine Months 2016 from $2,317,421 for Nine Months 2015. Policyholder benefits decreased $1,923,465 attributable to the decrease of inforce policies as a result of the exit from the health insurance market, including all of the individual Affordable Care Act medical policies which were terminated at the end of 2015. Selling, underwriting and general expenses decreased $301,187 due to decreased commission expense resulting from the discontinuance of sales and decreased general expenses as we run-off the business. This decrease was partially offset by $24,284 of severance costs.

Assurant Employee Benefits

Overview

The table below presents information regarding Assurant Employee Benefits’ segment results of operations:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2016		2015		2016		2015
Revenues:
Net earned premiums	$	—	$	265,890	$	177,971	$	801,976
Fees and other income	—		6,213		4,244		18,947
Net investment income	—		26,440		17,340		84,281
Total revenues	—		298,543		199,555		905,204
Benefits, losses and expenses:
Policyholder benefits	—		182,499		118,481		560,999
Selling, underwriting and general expenses	—		99,210		64,327		294,451
Total benefits, losses and expenses	—		281,709		182,808		855,450
Segment income before provision for income taxes	—		16,834		16,747		49,754
Provision for income taxes	—		6,396		6,277		17,900
Segment net income	$	—	$	10,438	$	10,470	$	31,854

On March 1, 2016, the Company sold its Assurant Employee Benefits segment to Sun Life Assurance Company of Canada, the wholly-owned subsidiary of Sun Life Financial Inc., for net cash considerations of $926,174 and contingent consideration of $16,000 related to specified account renewals. For more information on the sale see Note 5 to the consolidated financial statements, included elsewhere in this Report.

The amounts included in Nine Months 2016 represent January and February 2016 results of operations, the period prior to the sale. All amounts related to the sale are included in the Corporate and Other segment, discussed later. Since this business has been sold and is no longer part of our ongoing operations a discussion of results for the periods presented has been excluded.

Assurant Corporate & Other

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



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2016		2015			2016		2015
Revenues:
Fees and other income	$	7,342	$	242		$	17,066	$	15,646
Net investment income	10,907		5,585			29,721		15,657
Net realized gains on investments	10,704		6,203			194,048		22,157
Amortization of deferred gains and gains on disposal of businesses	135,840		3,243			309,254		9,743
Gain on pension plan curtailment	—		—			29,578		—
Total revenues	164,793		15,273			579,667		63,203
Benefits, losses and expenses:
Selling, underwriting and general expenses	57,265		37,481			178,533		88,210
Interest expense	14,006		13,779			43,741		41,335
Total benefits, losses and expenses	71,271		51,260			222,274		129,545
Segment income (loss) before provision (benefit) for income taxes	93,522		(35,987		)	357,393		(66,342		)
Provision (benefit) for income taxes	34,662		(23,222		)	128,563		(44,943		)
Segment net income (loss)	$	58,860	$	(12,765	)	$	228,830	$	(21,399	)

For the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Net Income (Loss)

Segment results improved $71,625, or 561%, to net income of $58,860 for Third Quarter 2016 compared with a net loss of $(12,765) for Third Quarter 2015. The improvement was primarily due to a $86,188 (after-tax) increase in amortization of deferred gains and gains on disposal of businesses related to the sale, mainly through a series of reinsurance transactions, of our Assurant Employee Benefits segment. For more information on the sale see Note 5 to the consolidated financial statements included elsewhere in this Report. Partially offsetting this item was a $11,700 (after-tax) post-close expense pertaining to an estimated indemnification that will be due on a previous disposition. For more information see Note 16 to the consolidated financial statements, included elsewhere in this Report.

Total Revenues

Total revenues increased $149,520, or 979%, to $164,793 for Third Quarter 2016 compared with $15,273 for Third Quarter 2015. The increase was primarily related to a $132,597 increase in amortization of deferred gains and gains on disposal of business related to the sale of our Assurant Employee Benefits segment.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $20,011, or 39%, to $71,271 for Third Quarter 2016 compared with $51,260 for Third Quarter 2015. The increase was primarily due to a $18,000 post-close expense pertaining to an estimated indemnification that will be due on a previous disposition. In addition, Third Quarter 2016 includes overhang expenses related to the sale of our Assurant Employee Benefits segment.

For the Nine Months Ended September 30, 2016 Compared to the Nine Months Ended September 30, 2015

Net Income (Loss)

Segment results improved $250,229, or 1,169%, to $228,830 for Nine Months 2016 compared with $(21,399) for Nine Months 2015. The improvement was primarily due to an additional $111,729 (after-tax) in net realized gains on investments and a $194,682 (after-tax) increase in amortization of deferred gains and gains on disposal of businesses, both related to the sale, mainly through a series of reinsurance transactions, of our Assurant Employee Benefits segment. For more information on the sale see Note 5 to the consolidated financial statements, included elsewhere in this Report. In addition, Nine Months 2016 includes a $19,226 (after-tax) one-time curtailment gain associated with our previously disclosed pension plan freeze, effective March 1, 2016. Partially offsetting these items is a $17,323 (after-tax) loss on the sale of our Assurant Employee Benefits

segment, an aforementioned $11,700 (after-tax) post-close expense related to a previous disposition, and a $10,837 (after-tax) intangible asset impairment charge. Nine Months 2015 included a tax consolidating benefit that reversed over the course of 2015.

Total Revenues

Total revenues increased $516,464, or 817%, to $579,667 for Nine Months 2016 compared with $63,203 for Nine Months 2015. The increase is primarily related to an additional $171,891 in net realized gains on investments and a $299,511 increase in amortization of deferred gains and gains on disposal of businesses, both related to the sale of our Assurant Employee Benefits segment. In addition, Nine Months 2016 includes a $29,578 one-time curtailment gain associated with our pension plan freeze.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses increased $92,729, or 72%, to $222,274 for Nine Months 2016 compared with $129,545 for Nine Months 2015. The increase is primarily due to a $26,650 loss on the sale of Assurant Employee Benefits segment, mainly representing transaction fees incurred. Nine Months 2016 includes a $18,000 post-close expense related to a previous disposition mentioned above and a $16,672 intangible asset impairment charge. In addition, Nine Months 2016 includes overhang expenses related to the sale of Assurant Employee Benefits segment.

Investments

The Company had total investments of $12,033,090 and $12,994,772 as of September 30, 2016 and December 31, 2015, respectively. Net unrealized gains on the Company's fixed maturity portfolio increased $339,136 during Nine Months 2016, from $744,533 at December 31, 2015 to $1,083,669 at September 30, 2016. This increase was mainly due to a decrease in treasury yields and credit spreads. For more information on the Company's investments see Note 7 to the consolidated financial statements included elsewhere in this Report.

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



	As of
Fixed Maturity Securities by Credit Quality (Fair Value)	September 30, 2016				December 31, 2015
Aaa / Aa / A	$	6,103,760	61.5	%	$	6,326,800	61.9	%
Baa	3,111,760		31.4	%	3,309,719		32.4	%
Ba	464,017		4.7	%	389,349		3.8	%
B and lower	240,054		2.4	%	189,460		1.9	%
Total	$	9,919,591	100.0	%	$	10,215,328	100.0	%

Major categories of net investment income were as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Fixed maturity securities	$	103,713		$	119,999		$	315,961		$	367,282
Equity securities	6,213			7,544			18,894			22,349
Commercial mortgage loans on real estate	8,932			18,030			32,971			53,176
Policy loans	630			640			1,821			1,867
Short-term investments	1,550			418			3,616			1,299
Other investments	4,114			3,428			6,009			27,277
Cash and cash equivalents	3,852			4,510			14,315			13,005
Total investment income	129,004			154,569			393,587			486,255
Investment expenses	(4,206		)	(5,803		)	(13,262		)	(17,430		)
Net investment income	$	124,798		$	148,766		$	380,325		$	468,825

Net investment income decreased $23,968, or 16%, to $124,798 for Third Quarter 2016 from $148,766 for Third Quarter 2015. The decrease was primarily attributable to lower investment yields and lower invested assets, partially offset by a $2,672 increase in investment income from real estate joint venture partnerships. Net investment income decreased $88,500, or 19%, to $380,325 for Nine Months 2016 from $468,825 for Nine Months 2015. This decrease was primarily attributable to a $11,297 decrease in investment income from real estate joint venture partnerships, lower investment yields and lower invested assets.

As of September 30, 2016, the Company owned $121,095 of securities guaranteed by financial guarantee insurance companies. Included in this amount was $110,205 of municipal securities, whose credit rating was A+ with the guarantee, but would have had a rating of A without the guarantee.

The Company has exposure to sub-prime and related mortgages within the Company's fixed maturity security portfolio. At September 30, 2016, approximately 2% of the residential mortgage-backed holdings had exposure to sub-prime mortgage collateral. This represented less than 1% of the total fixed income portfolio and approximately 1% of the total unrealized gain position. Of the securities with sub-prime exposure, approximately 6% 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.

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 holding company’s 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 they can pay to the holding company. For further information on pending amendments to state insurance holding company laws, including the NAIC’s “Solvency Modernization Initiative,” see “Item 1A—Risk Factors—Risks Related to Our Industry—Changes in regulation may reduce our profitability and limit our growth” in our 2015 Annual Report and “Item 1A-Risk Factors” in the First Quarter Report. Along with solvency regulations, the primary driver in determining the capital used for subsidiary dividends is the level of capital needed to maintain desired financial strength ratings from A.M. Best.

Regulators or rating agencies could become more conservative in their methodology and criteria, increasing capital requirements for our insurance subsidiaries. This in turn, could negatively affect our capital resources. As previously announced, the Company will exit the health insurance market and has sold its Assurant Employee Benefits segment on March 1, 2016, mainly through a series of reinsurance transactions with Sun Life. Following the sale of Assurant Employee Benefits, the following actions were taken by the rating agencies:

A.M. Best


•	Removed ratings of Union Security Insurance Company and Union Security Life Insurance Company of New York from under review with negative implications and affirmed with a stable outlook.


•	Ratings of Assurant's senior debt were upgraded from bbb to bbb+.


•	Ratings of Assurant's commercial paper were upgraded from AMB-2 to AMB-1.


•	Ratings of all other rated entities were affirmed with a stable outlook.

Moody's Investor Services ("Moody's")


•	Rating of Union Security Insurance Company was affirmed and the outlook revised from developing to stable.


•	Withdrew the ratings of John Alden Life Insurance Company and Time Insurance Company.


•	All other ratings remain unchanged.

Standard and Poor’s (“S&P”)


•	Rating of Union Security Insurance Company was upgraded from A- to A.


•	Withdrew the ratings of John Alden Life Insurance Company and Time Insurance Company.


•	All other ratings remain unchanged.

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 2015 Annual Report and "Item 1A- Risk Factors" in the First Quarter Report.

For 2016, the maximum dividends our U.S. domiciled insurance subsidiaries could pay without prior regulatory approval is approximately $564,000.

Liquidity

As of September 30, 2016, we had $873,992 in holding company capital. We use the term “holding company capital” to represent the portion of cash and other liquid marketable securities held at Assurant, Inc., out of a total of $1,004,089, which we are not otherwise holding for a specific purpose as of the balance sheet date. We can use such capital for stock repurchases, stockholder dividends, acquisitions, and other corporate purposes. $250,000 of the $873,992 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 by its operating companies were $1,312,938 for Nine Months 2016, which includes approximately $754,000 of dividends from statutory insurance subsidiaries that received the cash proceeds related to the sale of the Assurant Employee Benefits segment. The sale of Assurant Employee Benefits is expected to ultimately provide

approximately $1,000,000 to the holding company including net proceeds and capital releases. In 2015, dividends, net of infusions, made to the holding company from its operating companies were $174,579, and used primarily to pay expenses, to make interest payments on indebtedness, to make dividend payments to our stockholders, to fund acquisitions and to repurchase our shares.

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. From time to time, the Company may also seek to purchase outstanding debt in open market repurchases or privately negotiated transactions. We made share repurchases and paid dividends to our stockholders of $782,508 and $378,819 during Nine Months 2016 and the year ended December 31, 2015, respectively. We expect operating segment dividends, from Assurant Solutions and Assurant Specialty Property, to approximate segment net income, subject to the growth of the business, rating agency and regulatory capital requirements. We also expect approximately $475,000 in dividends from Assurant Health insurance subsidiaries for full year 2016, of which approximately $189,000 was received in Third Quarter 2016 and totaled approximately $338,000 for Nine Months 2016, subject to ultimate development of claims, actual expenses needed to wind down operations, recoveries from Affordable Care Act risk mitigation payments and regulatory approval.

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. We use cash primarily to pay insurance claims, agent commissions, operating expenses and taxes. We generally invest our subsidiaries’ excess funds 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 whether cash flows are sufficient to meet 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, we develop models 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 generally have limited policyholder optionality, which means that the timing of payments 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 may be 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 $0.50 per common share on September 13, 2016 to stockholders of record as of August 29, 2016. 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; legal, tax, regulatory and contractual restrictions on the payment of dividends; and other factors our Board of Directors deems relevant.

On September 9, 2015, our Board of Directors authorized the Company to repurchase up to an additional $750,000 of its outstanding common stock. During the nine months ended September 30, 2016, we repurchased 8,431,361 shares of our outstanding common stock at a cost of $687,305, exclusive of commissions. As of September 30, 2016, $264,798 remained

under the total repurchase authorization. The timing and the amount of future repurchases will depend on market conditions, our financial condition, results of operations, liquidity and other factors.

Management believes the Company will have sufficient liquidity to satisfy its needs over the next 12 months, including the ability to pay interest on our debt and dividends on our common shares.

Retirement and Other Employee Benefits

For information on our retirement and other employee benefits see Note 14 to the consolidated financial statements, included elsewhere in this Report.

Debt

For information on our Senior Notes, Commercial Paper Program and Revolving Credit Facility see Note 9 to the consolidated financial statements, included elsewhere in this Report.

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 Nine Months Ended September 30,
Net cash (used in) provided by:	2016			2015
Operating activities (1)	$	(42,646	)	$	480,238
Investing activities	631,265			70,374
Financing activities	(760,301		)	(325,332		)
Net change in cash	$	(171,682	)	$	225,280

____________________


(1)	Includes effect of exchange rate changes and the reclassification of assets held for sale 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 (used in) provided by operating activities was $(42,646) and $480,238 for Nine Months 2016 and Nine Months 2015, respectively. The increase in cash used by operating activities was primarily due to Assurant Health paying claims without a corresponding collection of premiums since this business is now in runoff and the timing of other payments in the normal course of business. These items were partially offset by changes in the receivable related to the 3 Rs programs due to Assurant Health being in runoff.

Net cash provided by investing activities was $631,265 and $70,374 for Nine Months 2016 and Nine Months 2015, respectively. The increase in cash provided by investing activities was primarily due to the sale of the Assurant Employee Benefits segment, mainly through reinsurance transactions, to Sun Life, changes in our short term investments and an increase in sales of commercial mortgage loans. See Note 7 to the consolidated financial statements for more information on the sale of commercial mortgage loans. These increases were partially offset by the purchase of fixed maturity securities.

Net cash used in financing activities was $760,301 and $325,332 for Nine Months 2016 and Nine Months 2015, respectively. The increase in cash used in financing activities was primarily due to an increase in the repurchase of our outstanding common stock.

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



	For the Nine Months Ended September 30,
	2016		2015
Interest paid on debt	$	56,543	$	54,812
Common stock dividends	95,037		60,906
Total	$	151,580	$	115,718

Letters of Credit

In the normal course of business, we issue letters for various purposes, including to support reinsurance agreements. These letters of credit are supported by commitments with financial institutions. We had $12,372 and $19,809 of letters of credit outstanding as of September 30, 2016 and December 31, 2015.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 3 of the Notes to the Consolidated Financial Statements included elsewhere in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our 2015 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 Third Quarter 2016.

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(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2016. They have concluded that the Company’s disclosure controls and procedures are effective, and 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. They also have concluded that information that the Company is required to disclose 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 September 30, 2016, we made no changes in our internal control over financial reporting pursuant to Rule 13a-15(f) or 15d-15(f) under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, including regulatory examinations, investigations and inquiries. See Note 16 to the Notes to Consolidated Financial Statements for a description of certain matters, which description is incorporated herein by reference. Although the Company cannot predict the outcome of any litigation, regulatory examinations or investigations, it is possible that the outcome of such matters could have a material adverse effect on the Company’s consolidated results of operations or cash flows for an individual reporting period. However, based on currently available information, management does not believe that any pending matter is likely to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition.

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 potential risks or uncertainties affecting us, please refer to “Item 1A-Risk Factors” included in our 2015 Annual Report and First Quarter 2016 Quarterly Report on Form 10-Q. There have been no material changes during Third Quarter 2016.

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

Repurchase of Equity Securities:



(Dollar amounts in thousands, expect number of shares and per share amounts)
Period in 2016	Total Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Programs (1)	Approximate Dollar Value of Shares that May Yet be Repurchased Under the Programs (1)
January 1-31	1,147,337	$	78.44	1,147,337	$	862,125
February 1-29	869,898	70.69		869,898	800,645
March 1-31	1,405,025	76.12		1,405,025	693,717
April 1-30	1,033,098	79.90		1,033,098	611,195
May 1-31	845,869	87.01		845,869	537,609
June 1-30	439,031	84.75		439,031	500,406
July 1-31	485,725	86.61		485,725	458,345
August 1-31	1,177,372	85.92		1,177,372	357,213
September 1-30	1,028,006	89.92		1,028,006	264,798
Total	8,431,361	$	81.54	8,431,361	$	264,798


(1)	Shares purchased pursuant to the September 9, 2015 publicly announced share repurchase authorization of up to $750,000 of outstanding common stock. See Note 12 of the Notes to the consolidated financial statements for a description of certain matters, which is incorporated herein by reference.

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.



10.1		Amendment No. 2, dated as of October 4, 2016, to the Credit Agreement, dated as of September 16, 2014, among Assurant, Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as syndication agent.

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 September 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

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: November 1, 2016	By:	/s/ ALAN B. COLBERG
	Name:	Alan B. Colberg
	Title:	President, Chief Executive Officer and Director

Date: November 1, 2016	By:	/s/ RICHARD S. DZIADZIO
	Name:	Richard S. Dziadzio
	Title:	Executive Vice President, Chief Financial Officer and Treasurer