ASSURANT, INC. - Quarter Report: 2016 March (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 March 31, 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 April 28, 2016 was 61,936,907.

ASSURANT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016

TABLE OF CONTENTS



Item Number		Page Number
	PART I FINANCIAL INFORMATION

1.	Financial Statements of Assurant, Inc.:

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

	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2016 and 2015	3

	Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2016 and 2015	4

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

	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2016 and 2015	6

	Notes to Consolidated Financial Statements (unaudited) for the three months ended March 31, 2016 and 2015	7

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

3.	Quantitative and Qualitative Disclosures About Market Risk	57

4.	Controls and Procedures	57

	PART II OTHER INFORMATION

1.	Legal Proceedings	58

1A.	Risk Factors	58

2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

6.	Exhibits	64

	Signatures	65

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 March 31, 2016 and December 31, 2015



	March 31, 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 - $8,230,871 in 2016 and $9,470,795 in 2015)	$	9,039,747		$	10,215,328
Equity securities available for sale, at fair value (cost - $361,537 in 2016 and $450,563 in 2015)	403,702			500,057
Commercial mortgage loans on real estate, at amortized cost	872,196			1,151,256
Policy loans	41,124			43,858
Short-term investments	449,691			508,950
Other investments	618,651			575,323
Total investments	11,425,111			12,994,772
Cash and cash equivalents	2,060,815			1,288,305
Premiums and accounts receivable, net	1,331,527			1,260,717
Reinsurance recoverables	8,689,823			7,470,403
Accrued investment income	114,572			129,743
Deferred acquisition costs	3,079,611			3,150,934
Property and equipment, at cost less accumulated depreciation	312,324			298,414
Tax receivable	—			24,176
Goodwill	839,766			833,512
Value of business acquired	38,950			41,154
Other intangible assets, net	274,131			277,163
Other assets	401,111			469,005
Assets held in separate accounts	1,719,454			1,798,104
Total assets	$	30,287,195		$	30,036,402
Liabilities
Future policy benefits and expenses	$	9,723,211		$	9,466,694
Unearned premiums	6,308,939			6,423,720
Claims and benefits payable	3,341,718			3,896,719
Commissions payable	354,965			393,260
Reinsurance balances payable	110,056			132,728
Funds held under reinsurance	101,400			94,417
Deferred gain on disposal of businesses	564,122			92,327
Accounts payable and other liabilities	1,825,894			2,049,810
Tax payable	258,087			—
Debt	1,414,704			1,164,656
Liabilities related to separate accounts	1,719,454			1,798,104
Total liabilities	25,722,550			25,512,435
Commitments and contingencies (Note 16)
Stockholders’ equity
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 62,643,447 and 65,850,386 shares outstanding at March 31, 2016 and December 31, 2015, respectively	1,500			1,497
Additional paid-in capital	3,152,977			3,148,409
Retained earnings	5,044,544			4,856,674
Accumulated other comprehensive income	225,240			118,549
Treasury stock, at cost; 86,945,291 and 83,523,031 shares at March 31, 2016 and December 31, 2015, respectively	(3,859,616		)	(3,601,162		)
Total stockholders’ equity	4,564,645			4,523,967
Total liabilities and stockholders’ equity	$	30,287,195		$	30,036,402

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statements of Operations (unaudited)

Three Months Ended March 31, 2016 and 2015



	Three Months Ended March 31,
	2016			2015
	(in thousands except number of shares and per share amounts)
Revenues
Net earned premiums	$	1,415,238		$	2,159,562
Fees and other income	357,690			279,562
Net investment income	135,707			152,273
Net realized gains on investments, excluding other-than-temporary impairment losses	162,366			6,525
Total other-than-temporary impairment losses	(311		)	(3,208		)
Portion of net (gain) loss recognized in other comprehensive income, before taxes	(337		)	638
Net other-than-temporary impairment losses recognized in earnings	(648		)	(2,570		)
Amortization of deferred gain on disposal of businesses	47,596			3,258
Gain on pension plan curtailment	29,578			—
Total revenues	2,147,527			2,598,610
Benefits, losses and expenses
Policyholder benefits	543,816			1,210,727
Amortization of deferred acquisition costs and value of business acquired	334,342			369,003
Underwriting, general and administrative expenses	917,359			921,909
Interest expense	14,503			13,778
Total benefits, losses and expenses	1,810,020			2,515,417
Income before provision for income taxes	337,507			83,193
Provision for income taxes	117,189			33,149
Net income	$	220,318		$	50,044
Earnings Per Share
Basic	$	3.38		$	0.72
Diluted	$	3.34		$	0.71
Dividends per share	$	0.50		$	0.27
Share Data
Weighted average shares outstanding used in basic per share calculations	65,086,935			69,770,224
Plus: Dilutive securities	833,611			987,325
Weighted average shares used in diluted per share calculations	65,920,546			70,757,549

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

Three Months Ended March 31, 2016 and 2015



	Three Months Ended March 31,
	2016			2015
	(in thousands)
Net income	$	220,318		$	50,044
Other comprehensive income (loss):
Change in unrealized gains on securities, net of taxes of $(14,836) and $(28,349), respectively	29,872			57,459
Change in other-than-temporary impairment gains, net of taxes of $674 and $481, respectively	(1,251		)	(894		)
Change in foreign currency translation, net of taxes of $(1,609) and $2,654, respectively	11,860			(65,951		)
Pension plan curtailment and amortization of pension and postretirement unrecognized net periodic benefit cost, net of taxes of $(35,651) and $(1,409), respectively	66,210			2,616
Total other comprehensive income (loss)	106,691			(6,770		)
Total comprehensive income	$	327,009		$	43,274

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statement of Stockholders’ Equity (unaudited)

From December 31, 2015 through March 31, 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	3		(3,781		)	—			—		—			(3,778		)
Stock plan compensation expense	—		6,514			—			—		—			6,514
Change in tax benefit from share-based payment arrangements	—		1,835			—			—		—			1,835
Dividends	—					(32,448		)	—		—			(32,448		)
Acquisition of common stock	—		—			—			—		(258,454		)	(258,454		)
Net income	—		—			220,318			—		—			220,318
Other comprehensive income	—		—			—			106,691		—			106,691
Balance, March 31, 2016	$	1,500	$	3,152,977		$	5,044,544		$	225,240	$	(3,859,616	)	$	4,564,645

See the accompanying notes to the consolidated financial statements

Assurant, Inc.

Consolidated Statements of Cash Flows (unaudited)

Three Months Ended March 31, 2016 and 2015



	Three Months Ended March 31,
	2016			2015
	(in thousands)
Net cash used in operating activities	$	(339,030	)	$	(177,666	)
Investing activities
Sales of:
Fixed maturity securities available for sale	707,385			452,944
Equity securities available for sale	112,051			14,660
Other invested assets	3,554			6,685
Property and equipment and other	20			10
Subsidiary, net of cash transferred (2)	914,811			65,002
Maturities, calls, prepayments, and scheduled redemption of:
Fixed maturity securities available for sale	197,638			179,339
Commercial mortgage loans on real estate	25,984			45,887
Purchases of:
Fixed maturity securities available for sale	(750,742		)	(708,069		)
Equity securities available for sale	(74,925		)	(37,886		)
Commercial mortgage loans on real estate	(7,500		)	(36,180		)
Other invested assets	(18,393		)	(5,303		)
Property and equipment and other	(22,750		)	(22,157		)
Subsidiary, net of cash transferred (3)	(10,843		)	—
Equity interest (1)	—			(457		)
Change in short-term investments	55,539			95,250
Change in policy loans	1,159			1,544
Change in collateral held/pledged under securities agreements	—			2,746
Net cash provided by investing activities	1,132,988			54,015
Financing activities
Issuance of debt	249,625			—
Change in tax benefit from share-based payment arrangements	1,835			1,559
Acquisition of common stock	(245,804		)	(84,329		)
Dividends paid	(32,448		)	(18,834		)
Change in obligation under securities agreements	—			(2,746		)
Net cash used in financing activities	(26,792		)	(104,350		)
Effect of exchange rate changes on cash and cash equivalents	(514		)	(22,277		)
Reversal of Cash included in business classified as held for sale	5,858			(3,213		)
Change in cash and cash equivalents	772,510			(253,491		)
Cash and cash equivalents at beginning of period	1,288,305			1,318,656
Cash and cash equivalents at end of period	$	2,060,815		$	1,065,165


(1)	Relates to the purchase of equity interest in Iké Asistencia.


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


(3)	Relates primarily to an immaterial acquisition 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 Months Ended March 31, 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; vehicle protection; pre-funded funeral insurance; renters insurance; lender-placed homeowners insurance; and mortgage valuation and field services.

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 footnotes required by GAAP for complete financial statements.

The interim financial data as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 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.

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 could materially change as experience develops until the company exits the Health business and settles related receivables later in 2016.

Operating results for the three months ended March 31, 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 liability, consistent with debt discounts or premiums. 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.

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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

Not Yet Adopted

In March 2016, the Financial Accounting Standards Board (“FASB”) issued amended guidance on employee share-based stock compensation. This amended guidance provides areas of simplification in several aspects of accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amended guidance is effective in fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Therefore, the Company is required to adopt the guidance on January 1, 2017. Early adoption is permitted in any interim or annual period. The Company is evaluating the requirements of this amended share-based stock compensation guidance and the potential impact on the Company’s financial position and results of operations.

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 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 and April 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

On June 7, 2015, the Company concluded its comprehensive review of strategic alternatives for the Assurant Health business segment and decided to sharpen its focus on housing and lifestyle specialty protection products and services. The Company expects to substantially complete its exit from the health insurance market by the end of 2016. As part of this process,

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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.

The following table presents information regarding exit-related charges:



	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

Amount expected to be incurred, including charges to date	$	82,668		$	27,240		$	11,539		$	121,447

Premium deficiency charges										$	182,627
Total amount expected to be incurred										$	304,074

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 increased $13,527 from $78,047 at December 31, 2015 to $91,574 at March 31, 2016. The increase is due to reserve margin released with the associated reserve run off and higher than expected policy lapse rates.

Future cash payments, for these exit-related charges, are expected to be substantially complete by 2016.

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

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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). The Company estimated a gain of $638,517 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 was required to be deferred. The deferred 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. In the first quarter 2016, the Company recognized $44,593 of amortization of the deferred gain for the month of March 2016. The total pre-tax gain recognized during the first quarter 2016 was $164,670.

Over 60% of the remaining deferred gain of $473,847 as of March 31, 2016 is expected to be earned in the remainder of 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.

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



Total expected gain at close	$	638,517

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 gain realized as of March 1, 2016	$	120,077

Deferred gain as of March 1, 2016	$	518,440
Amortization of deferred gain for March 2016	44,593			(d)
Deferred gain as of March 31, 2016	$	473,847		(e)
Total net gains realized for the first quarter 2016	$	164,670


(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 gain on disposal of businesses within the Consolidated Statements of Operations.


(e)	Amount classified as a component of the deferred gain 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 to the Company, and will adjust the revenue recognized accordingly.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

The Assurant Employee Benefits segment pretax income was $16,747 and $16,211 for the periods ending March 31, 2016 and 2015, respectively (excluding the aforementioned gains realized in the first quarter 2016 which are included in the Corporate & Other Segment).

6. Acquisitions

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 required to be evaluated and recorded as adjustments through the income statement when a change in estimated payment is determined.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 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”) of the Company's fixed maturity and equity securities as of the dates indicated:



	March 31, 2016
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		OTTI in AOCI (a)
Fixed maturity securities:
United States government and government agencies and authorities	$	171,926	$	6,061	$	(5	)	$	177,982	$	—
States, municipalities and political subdivisions	561,971		46,948		—			608,919		—
Foreign governments	500,754		75,054		(465		)	575,343		—
Asset-backed	3,026		1,291		(306		)	4,011		1,237
Commercial mortgage-backed	20,628		496		—			21,124		—
Residential mortgage-backed	880,676		61,281		(296		)	941,661		14,760
Corporate	6,091,890		675,220		(56,403		)	6,710,707		16,590
Total fixed maturity securities	$	8,230,871	$	866,351	$	(57,475	)	$	9,039,747	$	32,587
Equity securities:
Common stocks	$	12,311	$	6,865	$	(3	)	$	19,173	$	—
Non-redeemable preferred stocks	349,226		37,004		(1,701		)	384,529		—
Total equity securities	$	361,537	$	43,869	$	(1,704	)	$	403,702	$	—

	December 31, 2015
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		OTTI in AOCI (a)
Fixed maturity securities:
United States 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
Corporate	7,196,079		677,549		(95,912		)	7,777,716		17,885
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	$	—


(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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 March 31, 2016 and December 31, 2015. At March 31, 2016 and December 31, 2015, the securities include general obligation and revenue bonds issued by states, cities, counties, school districts and similar issuers, including $281,102 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 March 31, 2016 and December 31, 2015, revenue bonds account for 52% 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 March 31, 2016, approximately 81%, 7% and 5% 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 March 31, 2016 and December 31, 2015.

The Company has European investment exposure in its corporate fixed maturity and equity securities of $708,883 with a net unrealized gain of $62,581 at March 31, 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 March 31, 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 March 31, 2016 and December 31, 2015, respectively. Approximately 8% 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 $573,013 with a net unrealized gain of $1,365 at March 31, 2016 and $779,720 with a net unrealized loss of $6,985 at December 31, 2015. Approximately 82% and 89% of the energy exposure is rated as investment grade as of March 31, 2016 and December 31, 2015, respectively.

The cost or amortized cost and fair value of fixed maturity securities at March 31, 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.



	Cost or Amortized Cost		Fair Value
Due in one year or less	$	302,193	$	305,652
Due after one year through five years	1,620,861		1,694,597
Due after five years through ten years	1,960,202		2,047,978
Due after ten years	3,443,285		4,024,724
Total	7,326,541		8,072,951
Asset-backed	3,026		4,011
Commercial mortgage-backed	20,628		21,124
Residential mortgage-backed	880,676		941,661
Total	$	8,230,871	$	9,039,747

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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



	Three Months Ended March 31,
	2016 (a)		2015
Proceeds from sales	$	2,267,717	$	552,513
Gross realized gains	176,317		12,343
Gross realized losses	26,461		5,599


(a)	2016 includes $146,727 related to the sale of Assurant Employee Benefits mainly through reinsurance transactions.

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



	Three Months Ended March 31,
	2016 (a)			2015
Net realized gains related to sales and other:
Fixed maturity securities	$	139,149		$	5,513
Equity securities	9,806			874
Commercial mortgage loans on real estate	12,453			—
Other investments	958			138
Total net realized gains related to sales and other	162,366			6,525
Net realized losses related to other-than-temporary impairments:
Fixed maturity securities	(648		)	(2,570		)
Total net realized losses related to other-than-temporary impairments	(648		)	(2,570		)
Total net realized gains	$	161,718		$	3,955


(a)	2016 includes $146,727 related to the sale of Assurant Employee Benefits mainly through reinsurance transactions.

Other-Than-Temporary Impairments

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

For the three months ended March 31, 2016 and 2015, the Company recorded $311 and $3,208, respectively, of OTTI, of which $648 and $2,570, 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 amounts of $337 and $(638), respectively, related to all other factors and was recorded as an unrealized gain (loss) component of AOCI.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 March 31,
	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	—			2,570
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	(609		)	(472		)
Reductions for credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(1,341		)	(1,465		)
Balance, March 31,	$	30,981		$	36,057

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 Months Ended March 31, 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 March 31, 2016 and December 31, 2015 were as follows:



	March 31, 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:
United States Government and government agencies and authorities	$	19,565	$	(5	)	$	—	$	—		$	19,565	$	(5	)
Foreign governments	23,005		(28		)	24,700		(437		)	47,705		(465		)
Asset-backed	—		—			995		(306		)	995		(306		)
Residential mortgage-backed	63,375		(193		)	17,348		(103		)	80,723		(296		)
Corporate	664,039		(44,440		)	103,361		(11,963		)	767,400		(56,403		)
Total fixed maturity securities	$	769,984	$	(44,666	)	$	146,404	$	(12,809	)	$	916,388	$	(57,475	)
Equity securities:
Common stock	$	227	$	(3	)	$	—	$	—		$	227	$	(3	)
Non-redeemable preferred stocks	36,980		(810		)	12,226		(891		)	49,206		(1,701		)
Total equity securities	$	37,207	$	(813	)	$	12,226	$	(891	)	$	49,433	$	(1,704	)



	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:
United States 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		)
Corporate	1,636,457		(85,247		)	54,029		(10,665		)	1,690,486		(95,912		)
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 Months Ended March 31, 2016 and 2015

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

Total gross unrealized losses represent approximately 6% and 5% of the aggregate fair value of the related securities at March 31, 2016 and December 31, 2015, respectively. Approximately 77% and 88% of these gross unrealized losses have been in a continuous loss position for less than twelve months at March 31, 2016 and December 31, 2015, respectively. The total gross unrealized losses are comprised of 380 and 884 individual securities at March 31, 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 March 31, 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 March 31, 2016, the gross unrealized losses that have been in a continuous loss position for twelve months or more were concentrated in the Company’s corporate fixed maturity securities and in non-redeemable preferred stocks. 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 March 31, 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 March 31, 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 March 31, 2016, approximately 42% of the outstanding principal balance of commercial mortgage loans was concentrated in the states of California, New York, 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 $13 to $14,515 at March 31, 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 Months Ended March 31, 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:



	March 31, 2016
Loan-to-Value	Carrying Value			% of Gross Mortgage Loans		Debt-Service Coverage Ratio
70% and less	$	836,139		95.6	%	2.00
71 – 80%	27,961			3.2	%	1.18
81 – 95%	5,862			0.7	%	0.92
Greater than 95%	4,816			0.5	%	3.52
Gross commercial mortgage loans	874,778			100	%	1.97
Less valuation allowance	(2,582		)
Net commercial mortgage loans	$	872,196

	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. Where warranted, the Company has established or increased a valuation allowance based upon this analysis.

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 March 31, 2016, the Company's maximum exposure to loss is $224,255 in recorded carrying value and $30,853 in unfunded commitments.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 Months Ended March 31, 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 March 31, 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.



	March 31, 2016
	Total		Level 1			Level 2			Level 3
Financial Assets
Fixed maturity securities:
United States Government and government agencies and authorities	$	177,982	$	—		$	177,982		$	—
State, municipalities and political subdivisions	608,919		—			608,919			—
Foreign governments	575,343		842			574,501			—
Asset-backed	4,011		—			4,011			—
Commercial mortgage-backed	21,124		—			20,970			154
Residential mortgage-backed	941,661		—			941,661			—
Corporate	6,710,707		—			6,644,815			65,892
Equity securities:
Common stocks	19,173		18,490			683			—
Non-redeemable preferred stocks	384,529		—			382,169			2,360
Short-term investments	449,691		354,391		b	95,300		c	—
Other investments	283,059		65,490		a	216,017		c	1,552		d
Cash equivalents	1,564,470		1,542,075		b	22,395		c	—
Other assets	1,838		—			1,477		e	361		e
Assets held in separate accounts	1,672,325		1,510,461		a	161,864		c	—
Total financial assets	$	13,414,832	$	3,491,749		$	9,852,764		$	70,319

Financial Liabilities
Other liabilities	$	93,114	$	65,490	a	$	32	e	$	27,592	e
Liabilities related to separate accounts	1,672,325		1,510,461		a	161,864		c	—
Total financial liabilities	$	1,765,439	$	1,575,951		$	161,896		$	27,592

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 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:
United States 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			—
Corporate	7,777,716		—			7,714,570			63,146
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 Months Ended March 31, 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 months ended March 31, 2016 and 2015:



	Three Months Ended March 31, 2016
	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	$	204		$	—		$	(1	)	$	—	$	(49	)	$	—		$	154
Corporate	63,146			145			51			8,100		(719		)	(4,831		)	65,892
Equity Securities
Non-redeemable preferred stocks	2,250			—			110			—		—			—			2,360
Other investments	2,225			(636		)	(11		)	—		(26		)	—			1,552
Other assets	434			(73		)	—			—		—			—			361
Financial Liabilities
Other liabilities	(27,683		)	91			—			—		—			—			(27,592		)
Total level 3 assets and liabilities	$	40,576		$	(473	)	$	149		$	8,100	$	(794	)	$	(4,831	)	$	42,727



	Three Months Ended March 31, 2015
	Balance, beginning of period			Total (losses) gains (realized/ unrealized) included in earnings (1)			Net unrealized (losses) gains included in other comprehensive income (2)			Sales			Transfers in (3)		Transfers out (3)			Balance, end of period
Financial Assets
Fixed Maturity Securities
Commercial mortgage-backed	$	403		$	—		$	(3	)	$	(46	)	$	—	$	—		$	354
Residential mortgage-backed	4,645			—			—			—			—		(4,645		)	—
Corporate	104,275			(8		)	880			(2,155		)	2,130		(4,132		)	100,990
Equity Securities
Non-redeemable preferred stocks	2,000			—			60			—			—		—			2,060
Other investments	2,121			128			(4		)	(21		)	236		—			2,460
Other assets	807			137			—			—			—		—			944
Financial Liabilities
Other liabilities	(25,233		)	(948		)	—			—			—		—			(26,181		)
Total level 3 assets and liabilities	$	89,018		$	(691	)	$	933		$	(2,222	)	$	2,366	$	(8,777	)	$	80,627


(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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 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 March 31, 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 March 31, 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

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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.

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

Level 3 Securities

The Company’s investments classified as Level 3 as of March 31, 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 $267 and $304 were priced by a pricing service using single broker quotes due to insufficient information to provide an evaluated price as of March 31, 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 $68,406 and $65,600 were priced internally using independent and non-binding broker quotes as of March 31, 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.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 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 Non-Financial 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).

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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

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 Months Ended March 31, 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:



	March 31, 2016
			Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
Financial Assets
Commercial mortgage loans on real estate	$	872,196	$	920,283	$	—	$	—	$	920,283
Policy loans	41,124		41,124		41,124		—		—
Other investments	28,356		28,356		—		—		28,356
Total financial assets	$	941,676	$	989,763	$	41,124	$	—	$	948,639
Financial Liabilities
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal) (1)	$	675,539	$	684,546	$	—	$	—	$	684,546
Funds withheld under reinsurance	101,400		101,400		101,400		—		—
Debt	1,414,704		1,519,466		—		1,519,466		—
Total financial liabilities	$	2,191,643	$	2,305,412	$	101,400	$	1,519,466	$	684,546

	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	1,164,657		1,250,602		—		1,250,602		—
Total financial liabilities	$	1,925,142	$	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 Months Ended March 31, 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 $10,820 as of March 31, 2016 and December 31, 2015, respectively.

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 $5,943 and $5,746 for the three months ended March 31, 2016 and 2015, respectively. There was $948 of accrued interest at both March 31, 2016 and 2015. The Company made interest payments on the 2013 Senior Notes of $11,375 on March 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 $8,057 and $8,032 for the three months ended March 31, 2016 and 2015, respectively. There was $4,008 of accrued interest at both March 31, 2016 and 2015. The Company made interest payments on the 2004 Senior Notes of $16,031 on February 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 is a floating rate tied to LIBOR and is payable at least quarterly. For the first month of the loan an annual interest rate of 1.81% was in effect. The Note is payable in a single installment due March 3, 2017; however, the Company must 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). The Company may prepay the Note monthly without premium or penalty. The Company is in compliance with all terms and conditions of the Note.

The interest expense and related fee amortization incurred related to the Note was $503 for the three months ended March 31, 2016. There was $378 of accrued interest at March 31, 2016.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 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 March 31, 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 (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 three months ended March 31, 2016 and 2015 and there were no amounts relating to the commercial paper program outstanding at March 31, 2016 and December 31, 2015. The Company made no borrowings using the 2014 Credit Facility and no loans are outstanding at March 31, 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 March 31, 2016, the Company was in compliance with all covenants, minimum ratios and thresholds.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 March 31, 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
Other comprehensive loss before reclassifications	11,860			(66,262		)	(970		)	85,029			29,657
Amounts reclassified from accumulated other comprehensive income	—			96,134			(281		)	(18,819		)	77,034
Net current-period other comprehensive (loss) income	11,860			29,872			(1,251		)	66,210			106,691
Balance at March 31, 2016	$	(258,874	)	$	525,315		$	21,183		$	(62,384	)	$	225,240

	Three Months Ended March 31, 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
Other comprehensive (loss) income before reclassifications	(65,951		)	53,523			777			—			(11,651		)
Amounts reclassified from accumulated other comprehensive income	—			3,936			(1,671		)	2,616			4,881
Net current-period other comprehensive (loss) income	(65,951		)	57,459			(894		)	2,616			(6,770		)
Balance at March 31, 2015	$	(193,662	)	$	850,541		$	25,700		$	(133,582	)	$	548,997

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 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 months ended March 31, 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 March 31,
	2016			2015
Unrealized gains on securities	$	147,898		$	6,056		Net realized gains on investments, excluding other-than-temporary impairment losses
	(51,764		)	(2,120		)	Provision for income taxes
	96,134			3,936			Net of tax
OTTI	(432		)	(2,570		)	Portion of net loss recognized in other comprehensive income, before taxes
	151			899			Provision for income taxes
	$	(281	)	$	(1,671	)	Net of tax
Amortization of pension and postretirement unrecognized net periodic benefit cost:
Amortization of prior service cost	$	—		$	(25	)	(1)
Amortization of net loss	625			4,050			(1)
Gain on pension plan curtailment	(29,578		)	—			Gain on pension plan curtailment
	(28,953		)	4,025			Total before tax
	10,134			(1,409		)	Provision for income taxes
	(18,819		)	2,616			Net of tax
Total reclassifications for the period	$	77,034		$	4,881		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.

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 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. 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 and is described in further detail below.

For the PSU portion of an award, the number of shares a participant will receive upon vesting is contingent upon the Company’s performance with respect to selected metrics, as identified below. The payout levels for 2016 awards can vary

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

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 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.

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.

Restricted Stock Units

RSUs granted to employees and to non-employee directors were 247,978 and 286,358 for the three months ended March 31, 2016 and 2015, respectively. The compensation expense recorded related to RSUs was $3,370 and $4,508 for the three months ended March 31, 2016 and 2015, respectively. The related total income tax benefit was $1,177 and $1,578 for the three months ended March 31, 2016 and 2015, respectively. The weighted average grant date fair value for RSUs granted during the three months ended March 31, 2016 and 2015 was $77.18 and $62.18, respectively.

As of March 31, 2016, there was $26,100 of unrecognized compensation cost related to outstanding RSUs. That cost is expected to be recognized over a weighted-average period of 1.58 years. The total fair value of RSUs vested during the three months ended March 31, 2016 and 2015 was $19,557 and $19,437, respectively.

Performance Share Units

PSUs granted to employees were 262,232 and 357,224 for the three months ended March 31, 2016 and 2015, respectively. The compensation expense recorded related to PSUs was $2,848 and $1,066 for the three months ended March 31, 2016 and 2015, respectively. The related total income tax benefit was $991 and $373 for the three months ended March 31, 2016 and 2015, respectively. The weighted average grant date fair value for PSUs granted during the three months ended March 31, 2016 and 2015 was $80.40 and $61.82, respectively.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

As of March 31, 2016, there was $31,923 of unrecognized compensation cost related to outstanding PSUs. That cost is expected to be recognized over a weighted-average period of 1.37 years.

The fair value of PSUs with market conditions was estimated on the date of grant using a Monte Carlo simulation model, which utilizes multiple variables that determine the probability of satisfying the market condition stipulated in the award. Expected volatilities for awards issued during the three months ended March 31, 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 three months ended March 31, 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.

The compensation expense recorded related to the ESPP was $320 and $316 for the three months ended March 31, 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
Total	3,422,260	$	75.52	3,422,260

On November 15, 2013, and September 9, 2015, the Company’s Board of Directors authorized the Company to repurchase up to $600,000 and an additional $750,000, respectively, of its outstanding common stock.

During the three months ended March 31, 2016, the Company repurchased 3,422,260 shares of the Company’s outstanding common stock at a cost of $258,385, exclusive of commissions, leaving $693,717 remaining under the total repurchase authorization at March 31, 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 Months Ended March 31, 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 March 31,
	2016			2015
Numerator
Net income	$	220,318		$	50,044
Deduct dividends paid	(32,448		)	(18,834		)
Undistributed earnings	$	187,870		$	31,210
Denominator
Weighted average shares outstanding used in basic earnings per share	65,086,935			69,770,224
Incremental common shares from:
PSUs	833,611			987,325
Weighted average shares used in diluted earnings per share calculations	65,920,546			70,757,549
Earnings per common share - Basic
Distributed earnings	$	0.50		$	0.27
Undistributed earnings	2.88			0.45
Net income	$	3.38		$	0.72
Earnings per common share - Diluted
Distributed earnings	$	0.49		$	0.27
Undistributed earnings	2.85			0.44
Net income	$	3.34		$	0.71

Average PSUs totaling 31,698 for the three months ended March 31, 2016 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 months ended March 31, 2015.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

14. Retirement and Other Employee Benefits

The components of net periodic benefit (gain) cost for the Company’s qualified pension benefits plan, nonqualified pension benefits plan and retirement health benefits plan for the three months ended March 31, 2016 and 2015 were as follows:



	Qualified Pension Benefits									Nonqualified Pension Benefits (1)					Retirement Health Benefits
	For the Three Months Ended March 31,									For the Three Months Ended March 31,					For the Three Months Ended March 31,
	2016 Plan 1			2016 Plan 2			2015			2016			2015		2016			2015
Service cost	$	—		$	—		$	9,750		$	100		$	1,125	$	—		$	625
Interest cost	3,400			3,500			9,050			925			1,350		875			950
Expected return on plan assets	(7,800		)	(5,950		)	(13,725		)	—			—		(750		)	(825		)
Amortization of prior service cost	—			—			—			—			200		—			(225		)
Amortization of net loss (gain)	—			325			3,325			300			725		—			—
Curtailment/settlement (gain) charge	(23,057		)	—			—			(2,285		)	400		(4,236		)	—
Net periodic benefit (gain) cost	$	(27,457	)	$	(2,125	)	$	8,400		$	(960	)	$	3,800	$	(4,111	)	$	525


(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 during the three months ended March 31, 2016, which is included in the gain on pension plan curtailment line in the consolidated statements of operations.

Also as a result of the curtailment, the Plan's funded status increased to $45,144 (based on the fair value of the assets compared to the accumulated benefit obligation) at March 31, 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 March 31, 2016 and December 31, 2015, respectively. During the first three 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.

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. In connection with this special, one-time contribution, the Company accrued $6,000 during the period ended March 31, 2016.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

15. Segment Information

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 the Report. As of March 31, 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; vehicle protection and pre-funded funeral insurance.

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

•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 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 Months Ended March 31, 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 March 31, 2016
	Solutions		Specialty Property		Health			Employee Benefits (1)		Corporate & Other		Consolidated
Revenues
Net earned premiums	$	738,924	$	469,609	$	28,734		$	177,971	$	—	$	1,415,238
Net investment income	88,923		18,344		3,938			17,340		7,162		135,707
Net realized gains on investments (2)	—		—		—			—		161,718		161,718
Amortization of deferred gain on disposal of businesses (3)	—		—		—			—		47,596		47,596
Gain on pension plan curtailment	—		—		—			—		29,578		29,578
Fees and other income	238,109		107,762		5,118			4,244		2,457		357,690
Total revenues	1,065,956		595,715		37,790			199,555		248,511		2,147,527
Benefits, losses and expenses
Policyholder benefits	226,751		179,472		19,112			118,481		—		543,816
Amortization of deferred acquisition costs and value of business acquired	269,010		59,474		—			5,858		—		334,342
Underwriting, general and administrative expenses	501,210		241,434		52,955			58,469		63,291		917,359
Interest expense	—		—		—			—		14,503		14,503
Total benefits, losses and expenses	996,971		480,380		72,067			182,808		77,794		1,810,020
Segment income (loss) before provision (benefit) for income tax	68,985		115,335		(34,277		)	16,747		170,717		337,507
Provision (benefit) for income taxes	21,851		38,984		(7,104		)	6,277		57,181		117,189
Segment income (loss) after tax	$	47,134	$	76,351	$	(27,173	)	$	10,470	$	113,536
Net income												$	220,318
	As of March 31, 2016

Segment assets:	$	14,778,747	$	3,628,056	$	960,965		$	—	$	10,919,427	$	30,287,195


(1)	Assurant Employee Benefits amounts represent January and February 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 $44,593 related to the additional deferred gain related to the Assurant Employee Benefits sale on March 1, 2016.

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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



	Three Months Ended March 31, 2015
	Solutions		Specialty Property		Health			Employee Benefits		Corporate & Other			Consolidated
Revenues
Net earned premiums	$	754,477	$	528,446	$	609,742		$	266,897	$	—		$	2,159,562
Net investment income	92,191		20,515		7,007			27,821		4,739			152,273
Net realized gains on investments	—		—		—			—		3,955			3,955
Amortization of deferred gain on disposal of businesses	—		—		—			—		3,258			3,258
Fees and other income	173,068		84,236		15,976			6,274		8			279,562
Total revenues	1,019,736		633,197		632,725			300,992		11,960			2,598,610
Benefits, losses and expenses
Policyholder benefits	215,548		204,603		604,763			185,813		—			1,210,727
Amortization of deferred acquisition costs and value of business acquired	265,032		92,069		4,273			7,629		—			369,003
Underwriting, general and administrative expenses	459,284		223,612		129,178			91,339		18,496			921,909
Interest expense	—		—		—			—		13,778			13,778
Total benefits, losses and expenses	939,864		520,284		738,214			284,781		32,274			2,515,417
Segment income (loss) before provision (benefit) for income tax	79,872		112,913		(105,489		)	16,211		(20,314		)	83,193
Provision (benefit) for income taxes	25,513		37,826		(21,520		)	6,063		(14,733		)	33,149
Segment income (loss) after tax	$	54,359	$	75,087	$	(83,969	)	$	10,148	$	(5,581	)
Net income													$	50,044
	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 $19,503 and $19,809 of letters of credit outstanding as of March 31, 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 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 Months Ended March 31, 2016 and 2015

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

In July 2007 an Assurant subsidiary acquired Swansure Group, a privately held U.K. company, which owned D&D Homecare Limited (“D&D”). D&D was a packager of mortgages and certain insurance products, including Payment Protection Insurance (“PPI”) policies that, for a period of time, were underwritten by an Assurant subsidiary and sold by various alleged agents, including Carrington Carr Home Finance Limited (“CCHFL”), which is now in administration. In early 2014, as a result of consumer complaints alleging that CCHFL missold certain D&D-packaged PPI policies between August 8, 2003 and November 1, 2004, the U.K. Financial Ombudsman Service (“FOS”) requested that an Assurant subsidiary, Assurant Intermediary Limited (“AIL”), review complaints relating to CCHFL’s sale of such PPI policies. In late 2015, the FOS issued a provisional decision in favor of AIL’s challenge to the FOS’s jurisdiction on the CCHF population of cases. The provisional decision also provided the parties with the opportunity to provide further submissions before a final decision would be confirmed. In February 2016, the FOS confirmed the provisional decision in favor of AIL.

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.

17. 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. The agreements expire in June 2016. 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 $185,000 of coverage represents approximately 14% of the expected first event coverage (net of reimbursements of the Florida Hurricane Catastrophe Fund) purchased by the Company in excess of the Company’s anticipated retention.

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

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

As of March 31, 2016 and 2015, the Company had not ceded any losses to Ibis Re II.

As with any reinsurance agreement, there is credit risk associated with collecting amounts due from reinsurers. With regard to the Series 2013-1 Notes, the credit risk is mitigated by reinsurance trust accounts for each tranche within the Series. The reinsurance trust accounts have been funded by Ibis Re II with money market funds that invest solely in direct government obligations backed by the U.S. government with maturities of no more than 13 months. The money market funds must have a principal stability rating of at least AAA by Standard & Poor’s.

As a result of an evaluation of the reinsurance agreements with Ibis Re II, the Company concluded that Ibis Re II is a variable interest entity (“VIE”). However, while Ibis Re II is a VIE, the Company concluded that it does not have a significant variable interest in Ibis Re II as the variability in results, caused by the reinsurance agreements, is expected to be absorbed

Assurant, Inc.

Notes to Consolidated Financial Statements (unaudited)

Three Months Ended March 31, 2016 and 2015

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

entirely by the bondholders and the Company is not entitled to any residual amounts. Accordingly, the Company is not the primary beneficiary of Ibis Re II and does not consolidate the entities in the Company’s financial statements.

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 March 31, 2016, compared with December 31, 2015, and our results of operations for the three months ended March 31, 2016 and 2015. This discussion should be read in conjunction with our MD&A and annual audited consolidated financial statements as of December 31, 2015 included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission (the “SEC”) and the March 31, 2016 unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this "Report"). The 2015 Annual Report on Form 10-K, 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 on Form 10-K and “Item 1A-Risk Factors” in this Report.

General

•Assurant Solutions: provides mobile device protection; vehicle protection and pre-funded funeral insurance.

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

•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 months ended March 31, 2016 (“First Quarter 2016”) and the three months ended March 31, 2015 (“First Quarter 2015”).

Executive Summary

As previously announced, the Company concluded a comprehensive review of its portfolio and decided to sharpen 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 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 $170,274, or 340%, to $220,318 for First Quarter 2016, compared with $50,044 for First Quarter 2015. The increase was primarily due to an additional $102,546 (after-tax) in net realized gains on investments and a $28,820 (after-tax) increase in amortization of deferred gain on disposal of businesses, both related to the sale of our Assurant Employee Benefits segment. In addition, First Quarter 2016 includes a $19,226 (after-tax) one-time curtailment gain associated with our previously disclosed pension plan freeze, effective March 1, 2016.

Assurant Solutions net income decreased $7,225, or 13%, to $47,134 for First Quarter 2016 from $54,359 for First Quarter 2015. The decrease was primarily due to the previously disclosed loss of a domestic tablet program, lower contributions from service contracts offered through North American retail clients in connected living, and a $3,888 (after-tax) net adjustment related to reserves and the amortization of deferred acquisition costs for an older block of preneed policies.

First Quarter 2016 net earned premiums and fees increased $49,488 compared with First Quarter 2015 primarily due to global growth of mobile covered devices and expansion of our vehicle protection business. This was partially offset by the loss of the tablet program and the negative impact from foreign currency exchange.

Overall, we expect full year net income and net earned premiums and fees to increase from 2015 levels. The increase in net income is expected to be weighted toward the second half of 2016 driven by new mobile programs, improved international profitability and savings from expense initiatives. We expect 2016 results will be affected by foreign currency exchange volatility, lower service contract revenue from North American retail clients and continued declines in our credit insurance business.

Assurant Specialty Property net income increased $1,264, or 2%, to $76,351 for First Quarter 2016 from $75,087 for First Quarter 2015 primarily due to lower expenses, more favorable non-catastrophe loss experience and decreased reinsurance costs. This increase was partially offset by the ongoing normalization of our lender-placed insurance business, including the previously disclosed loss of client business, and $9,361 (after-tax) of reportable catastrophe losses in First Quarter 2016, compared with $3,392 (after-tax) in First Quarter 2015.

Net earned premiums, fees and other income decreased $35,311 in First Quarter 2016 compared with First Quarter 2015. The decrease was primarily due to lower lender-placed homeowner’s insurance net earned premiums, mainly due to a decline in placement rates, lower premium rates and previously disclosed loss of client business. This decrease was partially offset by an increase in fees and other income from the mortgage solutions and multi-family housing businesses.

Overall, we expect 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 will be partially offset from contributions from multi-family housing and mortgage solutions businesses and increased efficiencies and expense savings initiatives. Overall results will be affected by catastrophe losses.

As mentioned above, the Company expects to substantially complete the process to exit the health insurance market in 2016. During the remainder of the exit process, we expect to incur up to $30,000 of additional exit-related charges, as well as certain overhead expenses that are excluded from the premium deficiency reserve accrual.

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 on Form 10-K and “Item 1A-Risk Factors” in this 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 three months ended March 31, 2016, net cash used in operating activities, including the effect of exchange rate changes and the reclassification of assets held for sale, totaled $333,686; net cash provided by investing activities totaled $1,132,988 and net cash used in financing activities totaled $26,792. We had $2,060,815 in cash and cash equivalents as of March 31, 2016. Please see “—Liquidity and Capital Resources,” below for further details.

Critical Accounting Policies and Estimates

Our 2015 Annual Report on Form 10-K 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 on Form 10-K were consistently applied to the unaudited interim consolidated financial statements for First Quarter 2016.

Results of Operations

Assurant Consolidated

Overview

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



	For the Three Months Ended March 31,
	2016		2015
Revenues:
Net earned premiums	$	1,415,238	$	2,159,562
Fees and other income	357,690		279,562
Net investment income	135,707		152,273
Net realized gains on investments	161,718		3,955
Amortization of deferred gain on disposal of businesses	47,596		3,258
Gain on pension plan curtailment	29,578		—
Total revenues	2,147,527		2,598,610
Benefits, losses and expenses:
Policyholder benefits	543,816		1,210,727
Selling, underwriting and general expenses	1,251,701		1,290,912
Interest expense	14,503		13,778
Total benefits, losses and expenses	1,810,020		2,515,417
Income before provision for income taxes	337,507		83,193
Provision for income taxes	117,189		33,149
Net income	$	220,318	$	50,044

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

For the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

Net Income

Net income increased $170,274, or 340%, to $220,318 for First Quarter 2016, compared with $50,044 of net income for First Quarter 2015. The increase was primarily due to an additional $102,546 (after-tax) in net realized gains on investments and a $28,820 (after-tax) increase in amortization of deferred gain on disposal of businesses, both related to the transfer of assets and other items associated with the sale of Assurant Employee Benefits segment, mainly through a series or reinsurance transactions with Sun Life. For more information on the sale, see Note 5 to the consolidated financial statements, included elsewhere in this Report. In addition, First Quarter 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 March 31,
	2016		2015
Revenues:
Net earned premiums	$	738,924	$	754,477
Fees and other income	238,109		173,068
Net investment income	88,923		92,191
Total revenues	1,065,956		1,019,736
Benefits, losses and expenses:
Policyholder benefits	226,751		215,548
Selling, underwriting and general expenses	770,220		724,316
Total benefits, losses and expenses	996,971		939,864
Segment income before provision for income taxes	68,985		79,872
Provision for income taxes	21,851		25,513
Segment net income	$	47,134	$	54,359

Net earned premiums, fees and other:
Global connected living	$	662,179	$	620,383
Global vehicle protection	165,888		144,720
Global preneed	42,728		40,709
Global credit and other	106,238		121,733
Total	$	977,033	$	927,545

For the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

Net Income

Segment net income decreased $7,225, or 13%, to $47,134 for First Quarter 2016 from $54,359 for First Quarter 2015. The decrease was primarily due to the previously disclosed loss of a domestic tablet program, lower contributions from North American retail clients in connected living 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 profitable growth in other mobile protection programs and related services globally.

Total Revenues

Total revenues increased $46,220, or 5%, to $1,065,956 for First Quarter 2016 from $1,019,736 for First Quarter 2015. Net earned premiums decreased $15,553 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 global vehicle protection business. Fees and other income increased $65,041, primarily driven by global growth in mobile covered devices in our global connected living business. 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 $57,107, or 6%, to $996,971 for First Quarter 2016 from $939,864 for First Quarter 2015. Policyholder benefits increased $11,203, driven by expansion of our international mobile business in Asia and Europe and an adjustment related to the amortization of policyholders benefits for an older block of preneed policies. Selling, underwriting and general expenses increased $45,904, mostly related to growth in our domestic mobile business and an adjustment related to the amortization of a deferred acquisition cost adjustment mentioned earlier.

Assurant Specialty Property

Overview

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



	For the Three Months Ended March 31,
	2016		2015
Revenues:
Net earned premiums	$	469,609	$	528,446
Fees and other income	107,762		84,236
Net investment income	18,344		20,515
Total revenues	595,715		633,197
Benefits, losses and expenses:
Policyholder benefits	179,472		204,603
Selling, underwriting and general expenses	300,908		315,681
Total benefits, losses and expenses	480,380		520,284
Segment income before provision for income taxes	115,335		112,913
Provision for income taxes	38,984		37,826
Segment net income	$	76,351	$	75,087

Net earned premiums, fees and other:
Lender-placed insurance	$	346,690	$	414,086
Multi-family housing	77,015		62,654
Mortgage solutions	75,916		59,395
Manufactured housing and other	77,750		76,547
Total	$	577,371	$	612,682

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 70% and 76% of net earned premiums for First Quarter 2016 and First Quarter 2015, respectively. The approximate corresponding contributions to the segment net income in these periods were 70% and 72%. 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 March 31, 2016 Compared to the Three Months Ended March 31, 2015

Net Income

Segment net income increased $1,264, or 2%, to $76,351 for First Quarter 2016 from $75,087 for First Quarter 2015 primarily due to lower expenses, more favorable non-catastrophe loss experience and decreased reinsurance costs. These items were partially offset by the ongoing normalization in our lender-placed insurance business, including the previously disclosed loss of client business, and $9,361 (after-tax) of reportable catastrophe losses in First Quarter 2016, compared with $3,392 (after-tax) in First Quarter 2015.

Total Revenues

Total revenues decreased $37,482, or 6%, to $595,715 for First Quarter 2016 from $633,197 for First Quarter 2015. The decrease was primarily due to lower lender-placed homeowners insurance net earned premiums. The decline in lender-placed homeowners insurance net earned premiums is primarily due to a decline in placement rates, lower premium rates and previously disclosed loss of client business. These items were partially offset by an increase in fees and other income from the mortgage solutions and multi-family housing 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 $39,904, or 8%, to $480,380 for First Quarter 2016 from $520,284 for First Quarter 2015. Policyholder benefits decreased $25,131 due to fewer non-catastrophe losses, primarily attributable to lower claims frequency and severity, partially offset by an increase in reportable catastrophe losses. First Quarter 2016 included $14,401 of reportable catastrophe losses compared with $5,219 in First Quarter 2015. 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 $14,773 in First Quarter 2016 compared with First Quarter 2015 mainly due to savings from cost efficiency efforts.

Assurant Health

Overview

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



	For the Three Months Ended March 31,
	2016			2015
Revenues:
Net earned premiums	$	28,734		$	609,742
Fees and other income	5,118			15,976
Net investment income	3,938			7,007
Total revenues	37,790			632,725
Benefits, losses and expenses:
Policyholder benefits	19,112			604,763
Selling, underwriting and general expenses	52,955			133,451
Total benefits, losses and expenses	72,067			738,214
Segment loss before benefit for income taxes	(34,277		)	(105,489		)
Benefit for income taxes	(7,104		)	(21,520		)
Segment net loss	$	(27,173	)	$	(83,969	)
Net earned premiums:
Individual	$	21,877		$	514,198
Small employer group	6,857			95,544
Total	$	28,734		$	609,742

The Affordable Care Act

Most provisions of the Affordable Care Act have now taken effect. Given the sweeping nature of the changes represented by the Affordable Care Act, our results of operations and financial position have been and will continue to be materially adversely affected. 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 on Form 10-K and “Item 1A-Risk Factors” in this 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 individual health plans that are in compliance with the essential health benefits of the Affordable Care Act are 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 and reflect the anticipated experience of our Affordable Care Act plans based on our analysis of current and historical claim data.

For the First Quarter 2016, due to a change in estimate, we reduced our reinsurance recoveries by $2,884 in our consolidated statements of operations. We did not record any reinsurance contributions for First Quarter 2016. As of March 31,

2016, we have reinsurance contributions payable of $2,597 and reinsurance recoverables, net of an allowance for adverse development, of $264,983 on our consolidated balance sheets. During First Quarter 2016, we collected $28,554 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.

Based on the demographics of our Affordable Care Act population, extensive analytical evaluations, current and historical claim data as well as other internal and external data sources, external market studies and other published data, we believe that our average risk scores will be significantly higher than the industry averages.

For First Quarter 2016, we recorded net risk adjustment premiums of $1,289 in our consolidated statements of operations. As of March 31, 2016, we carried net risk adjustment receivables, net of an allowance for adverse development, of $221,456 on our consolidated balance sheets. During First Quarter 2016 we collected $5,027 under the 2014 program. We did not collect any amounts under the 2015 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, however no net recoverable has been recorded for First Quarter 2016 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 March 31, 2016 Compared to the Three Months Ended March 31, 2015

Net Loss

Segment results improved $56,796, or 68%, to a net loss of $27,173 for First Quarter 2016 from a net loss of $83,969 for First Quarter 2015. The change was attributable to our previously disclosed exit of the health insurance market, as we have discontinued sales of all qualified Affordable Care Act policies.

Total Revenues

Total revenues decreased $594,935, or 94%, to $37,790 for First Quarter 2016 from $632,725 for First Quarter 2015. Net earned premiums from our individual medical business decreased $492,321, or 96%, while net earned premiums from our small employer group business decreased $88,687, or 93%. 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 $666,147, or 90%, to $72,067 for First Quarter 2016 from $738,214 for First Quarter 2015. Policyholder benefits decreased $585,651, or 97%. 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 terminated at the end of 2015. Selling, underwriting and general expenses decreased $80,496, or 60%, primarily due to lower commission expense resulting from the discontinuation of sales and decreased general expense as we run-off the business. This decrease was partially offset by $14,561 of severance costs as well as indirect expenses not included in the previously established premium deficiency reserves. The premium deficiency reserves increased $13,537 due to reserve margin released with the associated reserve runoff and higher than expected policy lapse rates.

Assurant Employee Benefits

Overview

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



	For the Three Months Ended March 31,
	2016		2015
Revenues:
Net earned premiums	$	177,971	$	266,897
Fees and other income	4,244		6,274
Net investment income	17,340		27,821
Total revenues	199,555		300,992
Benefits, losses and expenses:
Policyholder benefits	118,481		185,813
Selling, underwriting and general expenses	64,327		98,968
Total benefits, losses and expenses	182,808		284,781
Segment income before provision for income taxes	16,747		16,211
Provision for income taxes	6,277		6,063
Segment net income	$	10,470	$	10,148

As previously announced, the Company concluded a comprehensive review of its portfolio and decided to sharpen its focus on specialty housing and lifestyle protection products and services. As a result, 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 First Quarter 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 March 31,
	2016		2015
Revenues:
Fees and other income	$	2,457	$	8
Net investment income	7,162		4,739
Net realized gains on investments	161,718		3,955
Amortization of deferred gain on disposal of businesses	47,596		3,258
Gain on pension plan curtailment	29,578		—
Total revenues	248,511		11,960
Benefits, losses and expenses:
Selling, underwriting and general expenses	63,291		18,496
Interest expense	14,503		13,778
Total benefits, losses and expenses	77,794		32,274
Segment income (loss) before provision (benefit) for income taxes	170,717		(20,314		)
Provision (benefit) for income taxes	57,181		(14,733		)
Segment net income (loss)	$	113,536	$	(5,581	)

For the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

Net Income (Loss)

Segment results improved $119,117, or 2,134%, to $113,536 for First Quarter 2016 compared with $(5,581) for First Quarter 2015. The improvement was primarily due to an additional $102,546 (after-tax) in net realized gains on investments and a $28,820 (after-tax) increase in amortization of deferred gain 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, First Quarter 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, increased tax expense and employee-related benefit costs. First Quarter 2015 included a tax consolidating benefit that reversed over the course of 2015.

Total Revenues

Total revenues increased $236,551, or 1,978%, to $248,511 for First Quarter 2016 compared with $11,960 for First Quarter 2015. The increase is primarily related to an additional $157,763 in net realized gains on investments and a $44,338 increase in amortization of deferred gain on disposal of businesses, both related to the sale of our Assurant Employee Benefits segment. In addition, First Quarter 2016 includes a $29,578 one-time curtailment gain associated with our pension plan freeze.

Total Benefits, Losses and Expenses

Total expenses increased $45,520, or 141%, to $77,794 for First Quarter 2016 compared with $32,274 for First Quarter 2015. The increase is primarily due to a $26,650 loss on the sale of Assurant Employee Benefits segment, mainly representing transaction fees incurred. In addition, employee-related benefit costs increased in First Quarter 2016 compared with First Quarter 2015.

Investments

The Company had total investments of $11,425,111 and $12,994,772 as of March 31, 2016 and December 31, 2015, respectively. Net unrealized gains on the Company's fixed maturity portfolio increased $64,343 during First Quarter 2016, from $744,533 at December 31, 2015 to $808,876 at March 31, 2016. This increase was mainly due to a decrease in treasury yields and a decrease in 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)	March 31, 2016				December 31, 2015
Aaa / Aa / A	$	5,704,000	63.1	%	$	6,326,800	61.9	%
Baa	2,773,611		30.7	%	3,309,719		32.4	%
Ba	387,203		4.3	%	389,349		3.8	%
B and lower	174,933		1.9	%	189,460		1.9	%
Total	$	9,039,747	100.0	%	$	10,215,328	100.0	%

Major categories of net investment income were as follows:



	Three Months Ended March 31,
	2016			2015
Fixed maturity securities	$	111,824		$	123,491
Equity securities	6,742			7,211
Commercial mortgage loans on real estate	13,723			18,104
Policy loans	606			543
Short-term investments	631			419
Other investments	1,754			4,233
Cash and cash equivalents	5,022			4,081
Total investment income	140,302			158,082
Investment expenses	(4,595		)	(5,809		)
Net investment income	$	135,707		$	152,273

Net investment income decreased $16,566, or 11%, to $135,707 for First Quarter 2016 from $152,273 for First Quarter 2015. The decrease was mainly attributable to lower investment yields and lower invested assets.

As of March 31, 2016, the Company owned $144,992 of securities guaranteed by financial guarantee insurance companies. Included in this amount was $132,859 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. As of March 31, 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 maturity portfolio and approximately 2% 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 on Form 10-K and “Item 1A-Risk Factors” in this 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.


•	All other ratings remain unchanged.

Standard and Poor’s (“S&P”)


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


•	All other ratings remain unchanged.

No actions were taken on Assurant’s debt rating and other financial strength ratings by any of the agencies and these 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 on Form 10-K and "Item 1A- Risk Factors" in this 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 March 31, 2016, we had $451,214 in holding company capital, including a $250,000 promissory note used to fund quarterly share repurchase activity in advance of receiving dividends from the Assurant Employee Benefits segment sale. For more information on the promissory note see Note 9 to the consolidated financial statements, included elsewhere in this Report. 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 $592,855, that 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 $451,214 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 $121,295 for First Quarter 2016. The $121,295 does not include any dividends from statutory insurance subsidiaries that received the cash proceeds related to the sale of the Assurant Employee Benefits segment. Dividends to Assurant, Inc. from statutory insurance subsidiaries that received proceeds from the sale are expected to begin in Second Quarter of 2016. 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. We made share repurchases and paid dividends to our stockholders of $290,902 and $378,819 during First Quarter 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 $65,000 was received in First Quarter 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 March 14, 2016 to stockholders of record as of February 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 three months ended March 31, 2016, we repurchased 3,422,260 shares of our outstanding common stock at a cost of $258,385, exclusive of commissions. As of March 31, 2016, $693,717 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.

Commercial Paper Program and Revolving Credit Facility

For information on our 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 Three Months Ended March 31,
Net cash provided by (used in):	2016			2015
Operating activities (1)	$	(333,686	)	$	(203,156	)
Investing activities	1,132,988			54,015
Financing activities	(26,792		)	(104,350		)
Net change in cash	$	772,510		$	(253,491	)

____________________


(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 operating activities was $333,686 and $203,156 for First Quarter 2016 and First Quarter 2015, respectively. The increase in cash used by operating activities was primarily due to Assurant Health paying claims without any corresponding collection of premiums since this business in now in runoff and timing of other payments in the normal course of business.

Net cash provided by investing activities was $1,132,988 and $54,015 for First Quarter 2016 and First Quarter 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 and an increase in sales of fixed maturity securities.

Net cash used in financing activities was $26,792 and $104,350 for First Quarter 2016 and First Quarter 2015, respectively. The change in cash used in financing activities was primarily due to a loan in the form of a Promissory Note with JP Morgan Chase Bank, N.A. The Company received proceeds of $249,625 from this transaction, which represents the principal amount less fees. This is partially offset by an increased amount related to our outstanding common stock repurchased during First Quarter 2016.

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



	For the Three Months Ended March 31,
	2016		2015
Interest paid on debt	$	27,406	$	27,406
Common stock dividends	32,448		18,834
Total	$	59,854	$	46,240

Letters of Credit

In the normal course of business, we issue letters of credit primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. We had $19,503 and $19,809 of letters of credit outstanding as of March 31, 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 First 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 March 31, 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 March 31, 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. 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 on Form 10-K. Except as set forth in the following risk factors, which have been updated primarily for the sale of our Assurant Employee Benefits segment, there have been no material changes to the risk factors disclosed in our 2015 Annual Report on Form 10-K.

Significant competitive pressures could affect our results of operations.

We compete for customers and distributors with many insurance companies and other financial services companies for business and individual customers, group customers, agents, brokers and other distribution relationships, and with logistics and mobile device repair companies for the business of cell phone carriers and original equipment manufacturers. Some of our competitors may offer a broader array of products than our subsidiaries or have a greater diversity of distribution resources, better brand recognition, more competitive pricing, lower costs, greater financial strength, more resources, or higher ratings.

There is a risk that purchasers may be able to obtain more favorable terms from competitors, rather than renewing coverage with us. As a result, competition may adversely affect the persistency of our policies, as well as our ability to sell products. In addition, some of our competitors may price their products below ours, putting us at a competitive disadvantage and potentially adversely affecting our revenues and results of operations.

Additionally, for Assurant Solutions, our ability to adequately and effectively price our products is affected by, among other things, the evolving nature of consumer needs and preferences and improvements in technology, which could cause us to reduce the price of products and services we offer. For Assurant Specialty Property, our lender-placed homeowners insurance program and certain of our manufactured housing products are not underwritten on an individual policy basis and our contracts with clients require us to issue these policies automatically when a borrower’s insurance coverage is not maintained. Consequently, our inability to adequately monitor and provide for pricing adequacy for these products, subject to regulatory constraints, could potentially adversely affect our results of operations.

New competition and technological advancements could also cause the supply of insurance to change, which could affect our ability to price our products at attractive rates and thereby adversely affect our underwriting results. Although there are some impediments facing potential competitors who wish to enter the markets we serve, the entry of new competitors into our markets can occur, affording our customers significant flexibility in moving to other insurance providers.

In our lender-placed insurance business, we use a proprietary insurance-tracking administration system linked with the administrative systems of our clients to monitor the clients’ mortgage portfolios to verify the existence of insurance on each mortgaged property and identify those that are uninsured. If, in addition to our current competitors, others in this industry develop a competing system or equivalent administering capabilities, this could reduce the revenues and results of operations in this business.

Sales of our products and services may decline if we are unable to attract and retain sales representatives or to develop and maintain distribution sources.

We distribute many of our insurance products and services through a variety of distribution channels, including brokers, managing general agents, captive and independent agents, financial institutions, mortgage lenders and servicers, retailers, funeral homes, association groups and other third-party marketing organizations.

Our relationships with these distributors are significant both for our revenues and profits. We do not distribute our insurance products and services through captive or affiliated agents. There is intense competition between insurers to form relationships with agents and brokers of demonstrated ability. We compete with other insurers for relationships with agents, brokers, and other intermediaries primarily on the basis of our financial position, support services, product features and, more generally, through our ability to meet the needs of their clients, our customers. Independent agents and brokers are typically not exclusively dedicated to us, but instead usually also market the products of our competitors and therefore we face continued competition from our competitors’ products. Moreover, our ability to market our products and services depends on our ability to tailor our channels of distribution to comply with changes in the regulatory environment in which we and such agents and brokers operate.

We have our own sales representatives whose distribution process varies by segment. We depend in large part on our sales representatives to develop and maintain client relationships. Our inability to attract and retain effective sales representatives could materially adversely affect our results of operations and financial condition.

General economic, financial market and political conditions may materially adversely affect our results of operations and financial condition. Particularly, difficult conditions in financial markets and the global economy may negatively affect the results of all of our business segments.

General economic, financial market and political disruptions could have a material adverse effect on our results of operations and financial condition. Limited availability of credit, deteriorations of the global mortgage and real estate markets, declines in consumer confidence and consumer spending, increases in prices or in the rate of inflation, continuing periods of high unemployment, or disruptive geopolitical events could contribute to increased volatility and diminished expectations for the economy and the financial markets, including the market for our stock. These conditions could also affect all of our business segments. Specifically, during periods of economic downturn:


•	individuals and businesses may (i) choose not to purchase our insurance products, warranties and other related products and services, (ii) terminate existing policies or contracts or permit them to lapse, and (iii) choose to reduce the amount of coverage they purchase;


•	clients are more likely to experience financial distress or declare bankruptcy or liquidation which could have an adverse impact on the remittance of premiums from such clients as well as the collection of receivables from such clients for items such as unearned premiums;


•	claims on certain specialized insurance products tend to rise;


•	there is a higher loss ratio on credit card and installment loan insurance due to rising unemployment and disability levels;


•	there is an increased risk of fraudulent insurance claims;


•	insureds tend to increase their utilization of health and dental benefits if they anticipate becoming unemployed or losing benefits; and


•	substantial decreases in loan availability and origination could reduce the demand for credit insurance that we write or debt cancellation or debt deferment products that we administer, and on the placement of hazard insurance under our lender-placed insurance programs.

General inflationary pressures may affect the costs of medical care, as well as repair and replacement costs on our real and personal property lines, increasing the costs of paying claims. Inflationary pressures may also affect the costs associated with our preneed insurance policies, particularly those that are guaranteed to grow with the Consumer Price Index (or “CPI”). Conversely, deflationary pressures may affect the pricing of our products.

Additionally, continued uncertainty surrounding the U.S. Federal Reserve’s monetary policy could adversely affect the U.S. and global economy.

We may be unable to accurately predict and price for benefits, claims and other costs, which could reduce our profitability.

Our profitability could vary depending on our ability to predict and price for benefits, claims and other costs including, but not limited to, medical costs and the frequency and severity of property claims. This ability could be affected by factors such as inflation, changes in the regulatory environment, changes in industry practices, changes in legal, social or environmental conditions, new treatments or technologies. Political or economic conditions can also affect the availability of programs on which our business may rely to accurately predict benefits and claims. The inability to accurately predict and price for benefits, claims and other costs could materially adversely affect our results of operations and financial condition.

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.

Ratings are important considerations in establishing the competitive position of insurance companies. A.M. Best rates most of our domestic operating insurance subsidiaries. Moody’s rates six of our domestic operating insurance subsidiaries and S&P rates seven of our domestic operating insurance subsidiaries. These ratings are subject to periodic review by A.M. Best, Moody’s, and S&P, and we cannot assure that we will be able to retain them. In 2015, Time Insurance Company and John Alden Life Insurance Company experienced multiple rating actions as a result of Assurant’s decision to exit the health insurance market in 2016 and higher than anticipated losses in 2015. The following actions took place: A.M. Best downgraded the companies from A- to B+, Moody’s downgraded the companies from Baa2 to Ba1 and revised the outlook to negative, and S&P downgraded the companies from BBB to BB+. Rating agencies may change their methodology or requirements for determining ratings, or they may become more conservative in assigning ratings. Rating agencies or regulators could also increase capital requirements for the Company or its subsidiaries. Any reduction in our ratings could materially adversely affect the demand for our products from intermediaries and consumers and materially adversely affect our results. In addition, any reduction in our financial strength ratings could materially adversely affect our cost of borrowing.

As of March 31, 2016, contracts representing approximately 38% of Assurant Solutions’ and 31% of Assurant Specialty Property’s net earned premiums and fee income contain provisions requiring the applicable subsidiaries to maintain minimum A.M. Best financial strength ratings ranging from “A” or better to “B” or better, depending on the contract. Our clients may terminate these contracts or fail to renew them if the subsidiaries’ ratings fall below these minimums. Termination or failure to renew these agreements could materially and adversely affect our results of operations and financial condition.

Market conditions, changes in interest rates, and prolonged periods of low interest rates may materially affect our results.

Recent periods have been characterized by low interest rates. A prolonged period during which interest rates remain at historically low levels may result in lower-than-expected net investment income and larger required reserves. In addition, certain statutory capital requirements are based on formulas or models that consider interest rates and a prolonged period of low interest rates may increase the statutory capital we are required to hold.

Changes in interest rates may materially adversely affect the performance of some of our investments. Interest rate volatility may increase or reduce unrealized gains or unrealized losses in our portfolios. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Fixed maturity and short-term investments represented 83% of the fair value of our total investments as of March 31, 2016.

The fair market value of the fixed maturity securities in our portfolio and the investment income from these securities fluctuate depending on general economic and market conditions. Because all of our fixed maturity securities are classified as available for sale, changes in the market value of these securities are reflected in our consolidated balance sheets. Their fair market value generally increases or decreases in an inverse relationship with fluctuations in interest rates, while net investment income from fixed maturity investments increases or decreases directly with interest rates. In addition, actual net investment income and cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities may differ from those anticipated at the time of investment as a result of interest rate fluctuations. An increase in interest rates will also decrease the net unrealized gains in our current investment portfolio.

We employ asset/liability management strategies to manage the adverse effects of interest rate volatility and the likelihood that cash flows are unavailable to pay claims as they become due. Our asset/liability management strategies do not completely eliminate the adverse effects of interest rate volatility, and significant fluctuations in the level of interest rates may require us to liquidate investments prior to maturity at a significant loss to pay claims and policyholder benefits. This could have a material adverse effect on our results of operations and financial condition.

Our preneed insurance policies are generally whole life insurance policies with increasing death benefits. In extended periods of declining interest rates or rising inflation, there may be compression in the spread between the death benefit growth rates on these policies and the investment income that we can earn, resulting in a negative spread. As a result, declining interest rates or high inflation rates may have a material adverse effect on our results of operations and our overall financial condition. See “Item 7A - Quantitative and Qualitative Disclosures About Market Risk - Inflation Risk” in our 2015 Annual Report on Form 10-K for additional information.

Through reinsurance, we have sold businesses that could again become our direct financial and administrative responsibility if the reinsurers become insolvent.

In the past, we have sold, and in the future we may sell, businesses through reinsurance ceded to third parties. For example, in 2001 we sold the insurance operations of our Fortis Financial Group (“FFG”) division to The Hartford Financial Services Group, Inc. (“The Hartford”) and in 2000 we sold our Long Term Care (“LTC”) division to John Hancock Life Insurance Company (“John Hancock”), now a subsidiary of Manulife Financial Corporation. In 2016, we sold our Assurant Employee Benefits segment to Sun Life Assurance Company of Canada (“Sun Life”). Most of the assets backing reserves coinsured under these sales are held in trusts or separate accounts. However, if the reinsurers became insolvent, we would be exposed to the risk that the assets in the trusts and/or the separate accounts would be insufficient to support the liabilities that would revert to us.

In January 2013, The Hartford sold its Individual Life Operations to Prudential Financial, Inc. (“Prudential”). Included in this transaction are the individual life policies remaining in force that were originally transferred to The Hartford as part of the sale of FFG. The assets backing the reserves coinsured from The Hartford to Prudential continue to be held in trusts or separate accounts, and we are subject to the risk that the trust and/or separate account assets are insufficient to support the liabilities that would revert to us. Although The Hartford remains responsible for the sufficiency of the assets backing the reserves, we face risks related to any administrative system changes Prudential implements in administering the business.

The A.M. Best ratings of The Hartford, John Hancock and Sun Life are currently A-, A+ and A+, respectively. A.M. Best currently maintains a stable outlook on each of their financial strength ratings.

We also face the risk of again becoming responsible for administering these businesses in the event of reinsurer insolvency. We do not currently have the administrative systems and capabilities to process these businesses. Accordingly, we would need to obtain those capabilities in the event of an insolvency of one or more of the reinsurers. We might be forced to obtain such capabilities on unfavorable terms with a resulting material adverse effect on our results of operations and financial condition. In addition, third parties to whom we have sold businesses in the past may in turn sell these businesses to other third parties, and we could face risks related to the new administrative systems and capabilities of these third parties in administering these businesses.

For more information on these arrangements, including the reinsurance recoverables and risk mitigation mechanisms used, please see “Item 7A - Quantitative and Qualitative Disclosures About Market Risks - Credit Risk” in our 2015 Annual Report on Form 10-K.

Changes in regulation may reduce our profitability and limit our growth.

Legislation or other regulatory reform that increases the regulatory requirements imposed on us or that changes the way we are able to do business may significantly harm our business or results of operations in the future. If we were unable for any reason to comply with these requirements, it could result in substantial costs to us and may materially adversely affect our results of operations and financial condition.

In addition, new interpretations of existing laws, or new judicial decisions affecting the insurance industry, could adversely affect our business.

Legislative or regulatory changes that could significantly harm our subsidiaries and us include, but are not limited to:


•	imposed reductions on premium levels, limitations on the ability to raise premiums on existing policies, or new minimum loss ratios;


•	increases in minimum capital, reserves and other financial viability requirements;


•	enhanced or new regulatory requirements intended to prevent future financial crises or to otherwise ensure the stability of institutions;


•	new licensing requirements;


•	restrictions on the ability to offer certain types of insurance products or service contracts;


•	prohibitions or limitations on provider financial incentives and provider risk-sharing arrangements;


•	more stringent standards of review for claims denials or coverage determinations;


•	increased regulation relating to lender-placed insurance;


•	limitations on the ability to manage health care and utilization due to direct access laws that allow insureds to seek services directly from specialty medical providers without referral by a primary care provider;


•	new or enhanced regulatory requirements that require insurers to pay claims on terms other than those mandated by underlying policy contracts; and


•	restriction of solicitation of insurance consumers by funeral board laws for prefunded funeral insurance coverage.

In recent years, significant attention has been focused on the procedures that life insurers follow to identify unreported death claims. In November 2011, the National Conference of Insurance Legislators (“NCOIL”) proposed a model rule that would govern unclaimed property policies for insurers and mandate the use of the U.S. Social Security Administration’s Death Master File (the “Death Master File”) to identify deceased policyholders and beneficiaries. Certain state insurance regulators have also focused on this issue. For example, the NYDFS issued a letter requiring life insurers doing business in New York to use data from the Death Master File to search proactively for deceased policyholders and to pay claims without the receipt of a valid claim by or on behalf of a beneficiary. The Company evaluated the impact of the NCOIL model rule and established reserves for additional claim liabilities in certain of its businesses. It is possible that existing reserves may be inadequate and need to be increased and/or that the Company may be required to establish reserves for businesses the Company does not currently believe are subject to the NCOIL model rule or any similar regulatory requirement. In addition, it is possible that these regulators or regulators in other states may adopt regulations similar to the NCOIL model rule or to the requirements imposed by the NYDFS.

In addition, regulators in certain states have hired third party auditors to audit the unclaimed property records of insurance companies operating in those states. Among other companies, the Company is currently subject to these audits in a number of states and has been responding to information requests from these auditors.

Several proposals have been adopted or are currently pending to amend state insurance holding company laws to increase the scope of insurance holding company regulation. The timing of their adoption and content will vary by state. These proposals include the NAIC “Solvency Modernization Initiative,” which focuses on capital requirements, as well as the Own Risk Solvency Assessment (“ORSA”), which requires large- and medium-size U.S. insurers and insurance groups to regularly perform an ORSA and file a confidential ORSA Summary Report of the assessment with the regulator of each insurance company upon request. Additionally, the European Union Solvency II Directive became effective in January 2016. The Solvency II Directive reforms the insurance industry’s solvency framework, including, among other items, minimum capital and solvency requirements.

Various state and federal regulatory authorities have taken actions with respect to our lender-placed insurance business. On January 16, 2015, at the request of the Indiana Department of Insurance, the National Association of Insurance Commissioners (the “NAIC”) authorized an industry-wide multistate targeted market conduct examination focusing on lender placed insurance. Several insurance companies, including 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.

We cannot predict the full effect of these or any other regulatory initiatives on the Company at this time, but they could have a material adverse effect on the Company’s results of operations, cash flows and financial condition.

Reform of the health insurance industry could materially reduce the profitability of certain of our businesses or render them unprofitable.

Although the Assurant Health business is in run-off, some provisions of the Affordable Care Act continue to apply to us. As a result, although Assurant Health has made, and continues to make, significant changes to its operations and products to adapt to the new environment consistent with the wind-down, this business continues to experience losses, which we have been and may continue to be unable to limit to the extent we would like through the completion of the wind-down. In addition, the results of our health insurance operations are heavily dependent on the ongoing implementation of the reinsurance, risk adjustment and risk corridors programs under the Affordable Care Act. These programs may not be effective in appropriately mitigating any adverse effects of the Affordable Care Act on the Company. Furthermore, from time to time, the reinsurance and risk corridor programs may not be adequately funded by the industry as required by the Affordable Care Act. Consequently, it may be difficult, in some circumstances, to capture, determine and deliver amounts payable to or receivable by us under these programs, which could have a material adverse effect on our results of operations.

The Affordable Care Act and related reforms have made and will continue to make sweeping and fundamental changes to the U.S. health care system. For more information on the Affordable Care Act and its impact on our Assurant Health segment,

please see Item 1, “Business - Regulation - Federal Regulation - Patient Protection and Affordable Care Act” in the Annual Report on Form 10-K.

Among other requirements, the Affordable Care Act requires that Assurant Health rebate to consumers the difference between its actual loss ratios and required minimum medical loss ratios (by state and legal entity) for certain products. Please see “Item 7 - Management’s Discussion & Analysis - Critical Accounting Estimates - Health Insurance Premium Rebate Liability” in our 2015 Annual Report on Form 10-K for more information about the minimum medical loss ratio and the Company’s rebate estimate calculations. In addition, the Affordable Care Act imposes limitations on the deductibility of compensation and certain other payments.

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
Total	3,422,260	$	75.52	3,422,260	$	693,717

(1)

Shares purchased pursuant to the November 15, 2013 publicly announced share repurchase authorization of up to $600,000 of outstanding common stock, which was increased by an authorization announced on September 9, 2015 for the repurchase of up to an additional $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. 4 to the Assurant Executive Pension Plan, effective as of February 29, 2016. *

10.2		Amendment No. 3 to the Amended and Restated Supplemental Executive Retirement Plan, effective as of February 29, 2016. *

10.3		Form of Assurant, Inc. Restricted Stock Unit Award Agreement for Time-based Awards under the Assurant, Inc. Long Term Equity Incentive Plan, effective March 10, 2016. *

10.4		Form of Assurant, Inc. Restricted Stock Unit Award Agreement for Performance-based Awards under the Assurant, Inc. Long Term Equity Incentive Plan, effective March 10, 2016. *

10.5		Form of Assurant, Inc. Restricted Stock Unit Award Agreement for Performance-based Awards under the Assurant, Inc. Long Term Equity Incentive Plan for the Management Committee, effective March 10, 2016. *

12.1		Computation of Ratio of Consolidated Earnings to Fixed Charges.

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

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

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

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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.


*	Management contract or compensatory plan

SIGNATURES

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




	ASSURANT, INC.

Date: May 03, 2016	By:	/s/ ALAN B. COLBERG
	Name:	Alan B. Colberg
	Title:	President, Chief Executive Officer and Director

Date: May 03, 2016	By:	/s/ CHRISTOPHER J. PAGANO
	Name:	Christopher J. Pagano
	Title:	Executive Vice President, Chief Financial Officer and Treasurer