Assurant (AIZ) 10-K risk factor changes: FY2018 vs FY2017
The 2018-12-31 10-K against the 2017-12-31 one, compared heading by heading and sentence by sentence.
Item 1A267 rewritten137 added125 removed178 unchanged
All filing items2,242 rewritten1,493 added966 removed2,679 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 11 new, 18 reworded and 12 unchanged since FY2017. 13 headings from FY2017 no longer appear.
- Sentence by sentence, 1,493 added, 966 removed, 2,242 rewritten and 2,679 unchanged across 19 items that differ.
New Item 1A headings (11)
- Our inability to successfully recover should we experience a business continuity event could have a material adverse effect on our business, financial condition and results of operations.
- We face risks associated with joint ventures and investments in which we share ownership or management with third parties.
- Failure to successfully manage vendors and other third parties could adversely affect our business.
- Our mobile business is subject to the risk of declines in the value of mobile devices in our inventory or subject to guaranteed buybacks and to export compliance risk.
- Our common stock may be subject to stock price and trading volume volatility.
- A decline in the financial strength ratings of our insurance subsidiaries could adversely affect our results of operations and financial condition.
- Our investment portfolio is subject to market risk, including changes in interest rates, that may adversely affect our results of operations and financial condition.Interest rates
- Our investment portfolio is subject to credit, liquidity and other risks that may adversely affect our results of operations and financial condition.
- U.S. tax reform could have an adverse impact on our results of operations and financial condition.
- Our ability to declare and pay dividends on our capital stock or repurchase shares may be limited.
- We may be adversely affected by changes in the method for determining LIBOR or the replacement of LIBOR.
Removed Item 1A headings (13)
- We may not be able to successfully or timely complete the pending transaction with The Warranty Group (“TWG”).
- If we are unable to integrate TWG effectively we may not realize the anticipated benefits of the pending transaction.
- We expect to incur significant additional indebtedness to finance our acquisition of TWG, which could affect our financial position.
- Failure to successfully manage outsourcing activities could adversely affect our business.
- A decline in the value of devices in our inventory or subject to guaranteed buybacks could have a material adverse effect on our profitability.
- 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.
- The value of our investments could decline, affecting our profitability and financial strength.
- Market conditions, changes in interest rates and prolonged periods of low interest rates may materially affect our results.
- Our investment portfolio is subject to various risks that may result in realized investment losses.
- Our commercial mortgage loans and real estate investments subject us to liquidity risk.
- The risk parameters of our investment portfolio may not assume an appropriate level of risk, thereby reducing our profitability and diminishing our ability to compete and grow.
- The recently enacted U.S. tax reform bill will have a significant impact on our results of operation and financial condition.
- Our stock may be subject to stock price and trading volume volatility. The price of our common stock could fluctuate or decline significantly and you could lose all or part of your investment.
Reworded Item 1A headings (18)
- Our revenues and profits may decline if we are unable to maintain relationships with significant clients, distributors and other
[removed: parties important to the success of our business,][added: parties,] or renew contracts with them on favorable terms, or if those parties face financial, reputational or regulatory issues. - Significant competitive
[removed: pressures or][added: pressures,] changes in customer[removed: preference][added: preferences and disruption] could [added: adversely] affect our results of operations. - We may be unable to grow our business if we cannot find suitable acquisition candidates at attractive
[removed: prices and][added: prices,] integrate[removed: them][added: acquired businesses] effectively or identify new areas for organic growth. - General economic, financial market and political conditions
[removed: may materially adversely affect our results of operations]and[removed: financial condition and]conditions in the markets in which we operate may[removed: negatively][added: materially adversely] affect[removed: the][added: our] results of[removed: our business segments.][added: operations and financial condition.] - Catastrophe
[removed: losses, including human-made catastrophe losses,][added: and non-catastrophe losses] could materially reduce our profitability and have a material adverse effect on our results of operations and financial condition. [removed: The][added: Our products and services and the] markets in which we operate may be subject to periodic negative publicity, which may negatively affect our financial results.- The success of our business depends on
[removed: our successfully implementing][added: the implementation of] our strategy and the continuing service of key executives,[removed: the members of our]senior management[removed: team]and other highly-skilled personnel. - Our actual claims losses may exceed our reserves for claims, requiring us to establish additional reserves or to incur additional expense for settling unreserved liabilities, which could
[removed: materially affect][added: have a material adverse effect on] our results of operations, profitability and capital. - A credit rating agency downgrade of our corporate senior debt rating could
[removed: significantly][added: have a significant adverse] impact our business. - An impairment of goodwill or other intangible assets could materially [added: adversely] affect our results of operations and book value.
- Reinsurance may not be
[removed: available or]adequate [added: or available] to protect us against losses, and we are subject to the credit risk of reinsurers. - Through reinsurance, we have sold [added: or exited] businesses that could again become our direct financial and administrative responsibility if the reinsurers become insolvent.
- Due to the structure of our commission program, we are exposed to risks related to the creditworthiness and reporting systems of some of our agents,
[removed: third party administration][added: third-party administrators] and clients. [removed: The][added: Our subsidiaries’] inability[removed: of our subsidiaries]to pay [added: us] sufficient dividends[removed: to the holding company]could prevent us from meeting our obligations and paying future stockholder dividends.- The failure to effectively maintain and modernize our information technology systems [added: and infrastructure and integrate those of acquired businesses] could adversely affect our business.
- We could incur significant liability if our information systems [added: or those of third parties] are breached or we [added: or third parties] otherwise fail to protect the security of data residing on our [added: respective] systems, which could adversely affect our business and results of operations.
- The costs of complying with, or our failure to comply with, U.S. and foreign laws related to privacy, data security and data
[removed: protection, such as the E.U. General Data Protection Regulation,][added: protection] could adversely affect our financial condition, operating results and[removed: our]reputation. - We are subject to extensive laws and regulations, which increase our costs and could restrict the conduct of our
[removed: business. Violations][added: business, and violations] or alleged violations of such laws and regulations could have a material adverse effect on our reputation, business and results of operations.
A heading is new when no FY2017 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
267 rewritten, 137 added, 125 removed, 178 unchanged
Certain factors may have a material adverse effect on our business, financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations and cash flows.]
[removed: For these and other reasons, our] [added: Termination of or] failure to [removed: complete the pending transaction] [added: renew these agreements] could [added: materially and] adversely affect our [removed: business, operating] results [added: of operations] and financial condition.
The market price of our [removed: common] stock may decline [removed: following the closing of the transaction] if [removed: the] [added: we are unable to integrate acquired businesses, including TWG, successfully, if] integration [removed: of TWG is unsuccessful,] takes longer than expected or fails to achieve financial benefits to the extent anticipated by financial analysts or [removed: investors,] [added: investors] or [added: if] the effect of the business combination on the financial results of the combined company is otherwise not consistent with [removed: the] expectations of financial analysts or investors.
[removed: Please see “-Risks Related to the Company-Financial Risks--A] [added: A] credit rating agency downgrade of our corporate senior debt rating could [removed: significantly] [added: have a significant adverse] impact our [removed: business.”][added: business.]
[removed: Business] [added: Business] and Competitive [removed: Risks][added: Risks]
Our revenues and profits may decline if we are unable to maintain relationships with significant clients, distributors and other [removed: parties important to the success of our business,] [added: parties,] or renew contracts with them on favorable terms, or if those parties face financial, reputational or regulatory issues.
The success of our business depends largely on our relationships and contractual arrangements with significant clients, [removed: including mortgage servicers, lenders, mobile device carriers, retailers, OEMs, agents] [added: distributors] and other parties.
[removed: In addition, each] [added: Each] of our Global Lifestyle, Global Housing and Global Preneed segments receives a substantial portion of its revenue from a few clients.
A reduction in business with or the loss of one or more of our significant clients could have a material adverse effect on the results of operations and cash flows of individual segments or [removed: of] the Company.
[added: Examples of important business arrangements] include, at Global Lifestyle, relationships with mobile device carriers, retailers, [added: dealerships, MSOs,] OEMs and financial and other institutions through which we distribute our products and services.
At Global Housing, we have exclusive and non-exclusive relationships with [removed: certain] mortgage lenders and [added: servicers,] manufactured housing [removed: lenders and] [added: lenders,] property [removed: managers,] [added: managers] and [removed: in turn we are eligible to insure properties securing loans guaranteed by or sold to government-sponsored entities] [added: financial] and [removed: serviced by the mortgage loan servicers with whom we do business.][added: other institutions.]
In [removed: addition,] [added: particular,] the transfer by mortgage servicer clients of loan portfolios to [removed: other carriers] [added: competitors] or [removed: the] [added: their] participation [removed: by other carriers] in insuring [removed: lender-placed insurance] [added: Lender-placed Insurance] risks that we have historically insured could materially reduce our revenues and profits from this business.
We are also subject to the risk that clients, distributors and other parties may face financial difficulties, reputational issues, problems with respect to their own products and services or regulatory restrictions or compliance issues that may lead to a decrease in or cessation of sales of our products and [removed: services.][added: services and have other adverse impacts on our results of operations or financial condition.]
[removed: If] [added: Furthermore, if] one or more of our clients or distributors, for example in the wireless and related markets, consolidate or align themselves with other [removed: companies,] [added: companies with whom] we [removed: may lose significant] [added: do not do] business, [added: they may choose to utilize or distribute the products and services of our competitors,] resulting in material decreases in revenues and profits.
Significant competitive [removed: pressures or] [added: pressures,] changes in customer [removed: preference] [added: preferences and disruption] could [added: adversely] affect our results of operations.
We compete with many insurance companies, financial services companies, mobile device repair and logistics companies, technology and software companies and specialized competitors that focus on one market, product or service for [removed: business and] [added: business,] customers, [removed: and for] agents and other distribution relationships.
Some of our competitors may offer a broader array of products and services than we do or be better able to tailor those products and services to customer needs, [added: or may have] 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 [added: and offerings] from competitors, [removed: rather than renewing coverage with us.][added: including pricing and technology.]
As a result, competition may adversely affect the persistency of our policies, [removed: as well as] our ability to sell products and provide [removed: services.][added: services and our revenues and results of operations.]
For Global Lifestyle, [removed: our ability to adequately and effectively price our products and services is affected by, among other things,] [added: in particular,] the evolving nature of consumer needs and preferences and improvements in [removed: technology, which] [added: technology] could result in a reduction in consumer demand and in the prices of [added: the] products and services we offer.
[removed: The] [added: For example, in our Lender-placed Insurance business, we use a proprietary insurance-tracking administration system and the] development by others of competing systems or equivalent capabilities could reduce our revenues and [added: adversely affect our] results of operations.
General economic, financial market and political conditions [removed: may materially adversely affect our results of operations] and [removed: financial condition and] conditions in the markets in which we operate may [removed: negatively] [added: materially adversely] affect [removed: the] [added: our] results of [removed: our business segments.][added: operations and financial condition.]
General economic, financial market and political [removed: disruptions] [added: conditions and conditions in the markets in which we operate] could have a material adverse effect on our results of operations and financial condition.
These conditions could [removed: also] [added: adversely] affect all of our business segments.
| • | clients are more likely to [added: underperform expectations,] experience financial [removed: distress or] [added: distress,] declare bankruptcy or [removed: liquidation] [added: liquidate,] which could have an adverse impact on the remittance of premiums from such clients [removed: as well as] [added: and] the collection of receivables from such clients for items such as unearned [removed: premiums;] [added: premiums and could otherwise expose us to credit risk;] |
[removed: Conditions] [added: | • | conditions] in [removed: the housing] and [removed: lifestyle] [added: the overall health of the] markets in which we [removed: operate,] [added: operate may deteriorate, impacting, among other things, consumer demand for the electronics, appliances, automobiles, housing and other products we insure,] including the rate of introduction and success of new [removed: products or] [added: products,] technologies [removed: or] [added: and] promotional programs [removed: and the overall health of the electronics and appliances retail markets, automobile sales market and housing and mortgage markets may also affect our business segments by impacting the demand and pricing] [added: that provide opportunities] for [removed: our products and services, the costs of paying claims or otherwise.][added: growth; |]
Our international operations face economic, political, legal, [added: compliance, regulatory,] operational and other risks.
For example, we face the risk of restrictions on currency conversion or the transfer of funds; burdens and costs of compliance with a variety of foreign laws and [added: regulations and the associated risk of non-compliance; exposure to undeveloped or evolving legal systems, which may result in unpredictable or inconsistent application of laws and] regulations; [added: exposure to commercial, political, legal or regulatory corruption;] political or economic instability in countries in which we conduct business, including possible terrorist acts; [added: the imposition of tariffs, trade barriers or other protectionist laws or business practices that favor local competition, increase costs and adversely affect our business;] inflation and foreign exchange rate fluctuations; diminished ability to enforce our contractual rights; [added: potential increased risk of data breaches;] differences in cultural [removed: environments and] [added: environments;] changes in regulatory requirements, including changes in regulatory treatment of certain products or services; exposure to local economic [removed: conditions;] [added: conditions] and [added: their impact on clients’ performance and creditworthiness; and] restrictions on the repatriation of non-U.S. [removed: investment] [added: investments] and earnings.
If our business model is not successful in a particular country or region or [removed: it] [added: a country or region in which we do business] experiences economic, political or other instability, we may lose all or most of our investment in that country or region.
As we continue to expand in select worldwide markets, our business becomes increasingly exposed to these [removed: risks identified above,] [added: and other risks,] in particular where certain countries [added: or regions] have recently experienced economic or political instability, such as [removed: Brazil.][added: in Argentina, Brazil and South Korea.]
In addition, concerns about the [removed: European Union (the “E.U.”),] [added: E.U.,] including the status of [removed: the United Kingdom’s exit from the E.U. (commonly referred to as “Brexit”),] [added: Brexit,] has caused uncertainty in the financial markets and exchange rate fluctuation.
[removed: Changes] [added: Additionally, changes] to the E.U. or post-Brexit U.K. [added: legal, trade and] regulatory frameworks [removed: applicable to our business] could increase compliance costs and negatively impact the region’s economic conditions, financial markets and exchange rates, which could adversely affect our European business.
These up-front payments are typically supported by various protections, such as letters of guarantee, but we may not recover [removed: our initial outlays and other] amounts owed to us fully or [removed: timely.][added: timely as a result of difficulties enforcing contracts or judgments in undeveloped or evolving legal systems and other factors.]
Catastrophe [removed: losses, including human-made catastrophe losses,] [added: and non-catastrophe losses] could materially reduce our profitability and have a material adverse effect on our results of operations and financial condition.
Our insurance operations expose us to claims arising [removed: out of] [added: from] catastrophes and [removed: non-catastrophes (losses such as theft and vandalism),] [added: non-catastrophes,] particularly in our homeowners insurance businesses.
We have experienced, and expect to continue to experience, catastrophe [added: and non-catastrophe] losses that materially reduce our profitability or have a material adverse effect on our results of operations and financial condition.
Catastrophes include reportable catastrophe [removed: losses (individual] [added: losses, which are individual] catastrophe events that generated losses in excess of $5.0 million, pre-tax and net of [removed: reinsurance).][added: reinsurance.]
Catastrophes can be caused by various natural events, which may be exacerbated by climate change, including, but not limited to, hurricanes, windstorms, earthquakes, hailstorms, floods, severe winter weather, fires and epidemics, or can be [removed: human-made catastrophes,] [added: human made,] including terrorist attacks [removed: or accidents] [added: and accidents,] such as airplane crashes.
While the exact impact of the physical effects of climate change is uncertain, changes in the global climate may cause long-term increases in the frequency and severity of storms, resulting in higher catastrophe losses, which could [removed: materially affect] [added: have a material adverse effect] our results of operations and financial condition.
We use catastrophe modeling tools that help estimate our probable losses, but these projections are based on historical data and other assumptions that may differ [added: materially from actual events.]
Additional risks and uncertainties that are not yet identified or that we currently believe to be immaterial may also materially harm our business, financial condition, results of operations and cash flows.
Our segments’ reliance on a few significant clients may weaken our bargaining power and we may be unable to renew contracts with them on favorable terms or at all.
Our clients and other parties with whom we do business may choose to exit lines of business that we service or may disintermediate us by developing internal capabilities, products or services that would allow them to service their clients without our involvement.
Additionally, customers may turn to our competitors as a result of our failure to deliver on customer expectations, product or service flaws, technology issues, gaps in operational support or other issues affecting customer experience.
To remain competitive in many of our businesses, we must anticipate and respond effectively to changes in customer preferences and the threat of disruption from technology and alternate business models.
In addition, across many of our businesses, we must respond to the threat of disruption by traditional players, such as insurers, as well as from new entrants, such as technology companies, “Insurtech” start-up companies and others.
These players are focused on using technology and innovation to simplify and improve the customer experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the markets in which we operate.
In order to maintain a competitive position, we must continue to invest in new technologies and new ways to deliver our products and services.
If we do not anticipate and respond to customer preferences and technological changes, our business and results of operations could be adversely impacted.
On May 31, 2018, we completed the acquisition of TWG.
Acquisitions, including the TWG acquisition, may not provide us with the benefits that we anticipate, require significant effort and expenditures and entail numerous risks, difficulties and uncertainties, some of which may differ from those
historically associated with our operations.
These include, among others, diversion of management’s attention to integration of operations and infrastructure; inaccurate assessment of risks and liabilities; difficulties in realizing projected efficiencies, synergies and cost savings; difficulties in keeping existing customers and obtaining new customers; exposure to jurisdictions or businesses with heightened legal and regulatory risks, including corruption; difficulties in integrating operations and systems, including cybersecurity and other technology systems and compliance; difficulties in assimilating employees and corporate cultures; failure to achieve anticipated revenues, earnings, cash flows, business opportunities and growth prospects; an increase in our indebtedness; limitations on our ability to access additional capital when needed; and the incurrence of unexpected integration costs.
Brexit negotiations are ongoing and its impact on U.K. and E.U. financial services firms operating on a cross-border basis within the E.U. is uncertain.
This uncertainty has caused and may continue to cause us to incur additional costs, including in connection with establishing entities within the E.U. to ensure we have continued access to the European markets after Brexit has concluded.
For additional information on the significant international regulations that apply to us, including data protection regulations, and the risks relating thereto, see “Item 1 *–* Business *–* Regulation *–* International Regulation,” “ *–* Technology, Cybersecurity and Privacy Risks *– The costs of complying with, or our failure to comply with, U.S. and foreign laws related to privacy, data security and data protection could adversely affect our financial condition, operating results and reputation*,” “ *–* Legal and Regulatory Risks *– We are subject to extensive laws and regulations, which increase our costs and could restrict the conduct of our business, and violations or alleged violations of such laws and regulations could have a material adverse effect on our reputation, business and results of operations*” and “ *–* Legal and Regulatory Risks *– Our business is subject to risks related to litigation and regulatory actions*.”
Non-catastrophe losses include losses from weather, fire, water damage, theft and vandalism, as well as general liability in commercial liability, renters and car-sharing insurance policies, among others.
We cannot predict how legal, regulatory and social responses to concerns around climate
change may impact our business.
In addition, legislative and regulatory initiatives and court decisions following major catastrophes could expand insurance coverage for catastrophe claims or otherwise adversely impact our business.
Our inability to successfully recover should we experience a business continuity event could have a material adverse effect on our business, financial condition and results of operations.
If we experience a local or regional disaster or other business continuity event, such as an earthquake, hurricane, flood, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue operations will depend, in part, on the continued availability of our personnel and office facilities and the proper functioning of our computer, telecommunication and other systems and operations.
The risk of business disruption is more pronounced in certain geographic areas, including major metropolitan centers, like New York City, where our corporate offices are located, and certain catastrophe-prone areas, like Miami, Florida, where we have significant operations.
This risk is also heightened in certain countries and regions in which we operate that are subject to higher potential threat of terrorist attacks, military conflicts, political instability and data breaches.
Our operations depend in particular upon our ability to protect our technology infrastructure against damage.
If a business continuity event occurs, we could lose Company, customer, vendor and other third-party data or experience interruptions to our operations or delivery of products and services to our customers, which could have a material adverse effect on our business, financial condition and results of operations.
A cyber-attack or other business continuity event affecting us or key third parties with whom we work could result in a significant and extended disruption in the functioning of our information technology systems or operations, requiring us to incur significant expense to address and remediate or otherwise resolve such issues.
An extended outage could result in the loss of premium income, fee income and clients, substantial volatility in our financial results and a decline in our revenues.
See “ *–* Technology, Cybersecurity and Privacy Risks *– We could incur significant liability if our information systems or those of third parties are breached or we or third parties otherwise fail to protect the security of data residing on our respective systems, which could adversely affect our business and results of operations*.”
A disaster or other business continuity event on a significant scale or affecting our key businesses, or our inability to successfully recover from such an event and any legislative and regulatory responses thereto, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, loss of customers or damaged customer relationships, legal liability and other adverse consequences.
Our liability insurance policies may not fully cover, in type or amount, the cost of a successful recovery in the event of such a disruption.
We face risks associated with joint ventures and investments in which we share ownership or management with third parties.
From time to time, we have and may continue to enter into joint ventures and invest in entities in which we share ownership or management with third parties.
In certain circumstances, we may not have complete control over governance, financial reporting, operations, legal and regulatory compliance or other matters relating to such joint ventures or entities.
As a result, we may face certain operating, financial, legal, regulatory, compliance and other risks relating to these joint ventures and entities, including, but not limited to, risks related to the financial strength of joint venture partners and other investors; the willingness of joint venture partners and other investors to provide adequate funding for the joint venture or entity; differing goals, strategies, priorities or objectives between us and joint venture partners or other investors; our inability to unilaterally
implement actions, policies or procedures with respect to the joint venture or entity that we believe are favorable; legal and regulatory compliance risks relating to actions of the joint venture, entity, joint venture partners or other investors; and the risk that we will be unable to resolve disputes with joint venture partners or other investors.
As a result, joint ventures and investments in which we share ownership or management subject us to risk and may contribute significantly less than anticipated to our earnings and cash flows.
As we continue to improve operating efficiencies, we rely on numerous vendors and other third parties, including independent contractors, to conduct business and provide services to our clients.
For example, we use vendors and other third parties for business, information technology, call center and other services.
Since we do not fully control the actions of vendors and other third parties, we are subject to the risk that their decisions or operations adversely impact us and replacing them could create significant delay and expense.
Risks Related to Our Transaction with The Warranty Group
We may not be able to successfully or timely complete the pending transaction with The Warranty Group (“TWG”).
The completion of the pending transaction with TWG is subject to the satisfaction of certain conditions set forth in the Amended and Restated Agreement and Plan of Merger dated as of January 8, 2018 (the “A&R Merger Agreement”), including the expiration or termination of applicable waiting periods under antitrust laws, the receipt of certain regulatory and governmental approvals, there being no material adverse effect on the Company or TWG prior to the closing of the transaction and other customary conditions.
The Company will be unable to complete the proposed transaction until each of the conditions to closing is either satisfied or waived.
In deciding whether to grant certain of the government approvals, the relevant governmental entity may impose certain requirements or obligations as conditions for its approval or in connection with its review.
The Company can provide no assurance that it will obtain the necessary approvals or that any required conditions will not have an adverse effect on the Company following the completion of the transaction.
In addition, the Company can provide no assurance that these conditions will not result in the abandonment of the pending transaction.
The A&R Merger Agreement may be terminated prior to closing under certain circumstances.
For example, if at the time when the closing conditions have been met, the Company Pre-Closing Stock Price (as defined in the A&R Merger Agreement) has decreased or increased more than 20% from $95.4762, TWG or the Company, respectively, will have the right to terminate the A&R Merger Agreement unless the other party elects to adjust the consideration pursuant to the A&R Merger Agreement.
The A&R Merger Agreement may also be terminated by either party if the closing has not occurred by December 17, 2018.
Matters relating to the transaction (including integration planning) have required and will continue to require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities.
The Company may be required to pay significant costs relating to the transaction, whether or not the transaction is consummated.
In addition, in certain circumstances, the Company may be required to pay a termination fee or reimburse TWG’s expenses in connection with a termination of the A&R Merger Agreement.
If we are unable to integrate TWG effectively we may not realize the anticipated benefits of the pending transaction.
Strategic transactions like the TWG transaction create numerous uncertainties and risks and require significant effort and expenditures.
We will need to effectively manage the integration of TWG and its personnel as well as changes in operations and systems.
We may encounter unexpected difficulties or incur unexpected costs, including diversion of management’s attention to integration of operations and corporate and administrative infrastructures; difficulties in achieving anticipated business opportunities and growth prospects from combining the businesses of TWG with that of Assurant; difficulties in the integration of operations and systems; difficulties in the assimilation of employees and corporate cultures; and challenges in keeping existing customers and obtaining new customers.
If any of these factors impairs our ability to integrate our operations with those of TWG successfully or on a timely basis, we may not be able to realize the anticipated operating synergies and efficiencies, anticipated revenues, earnings and profitable growth and other expected benefits from combining the businesses.
In addition, we may be required to spend additional time or money on integration that otherwise would be spent on the development and expansion of our business.
We expect to incur significant additional indebtedness to finance our acquisition of TWG, which could affect our financial position.
We expect to finance our proposed acquisition of TWG with a combination of external financing, which is expected to include additional indebtedness, as well as cash on hand.
Incurring additional indebtedness may have a number of consequences for us.
In particular, it will require us to use cash to pay the principal of and interest on such indebtedness, thereby reducing the amount of cash that may be available for capital expenditures, acquisitions, stock repurchases, dividends or other purposes.
It may limit our ability to obtain additional financing in the future on favorable terms.
It may also increase our vulnerability to downturns or adverse changes in general economic, industry or competitive conditions, and limit our flexibility to plan for or react to competitive challenges in our business or market conditions.
Following the announcement of our proposed acquisition of TWG, in October 2017, S&P placed the Company’s debt ratings on Creditwatch Negative and Moody’s placed the Company’s debt and financial strength ratings under review for downgrade.
Risks Related to the Company
Examples of important business arrangements
In addition, some of our competitors may price their products or services below ours, putting us at a competitive disadvantage and potentially adversely affecting our revenues and results of operations.
Consequently, increases in the risks we assume for homes could potentially adversely affect our results of operations.
New competition and technological advancements could also cause the supply of insurance or other products and services we offer to change, which could affect our ability to price our products at attractive rates.
New competitors could enter our markets, take business from us or require us to reduce the prices of our products and services.
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.
For information on the significant international regulations that apply to our Company, please see Item 1, “Business - Regulation - International Regulation.”
materially from actual events.
We may also lose premium income due to a large-scale business interruption caused by a natural or human-made catastrophe or by legislative or regulatory reactions to the event.
Such an event could also cause substantial volatility in our financial results from period to period and could materially reduce our profitability.
We recently announced the acquisition of TWG, which is expected to close in the second quarter of 2018.
Acquired businesses may not provide us with the benefits that we anticipate.
Acquisitions entail a number of risks and uncertainties, some of which may differ from those historically associated with our operations.
An excerpt. Shown here: 40 of 267 rewritten, 40 of 137 added and 40 of 125 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2018 filing and the FY2017 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
359 rewritten, 287 added, 170 removed, 406 unchanged
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and accompanying notes [removed: which appear] [added: included] elsewhere in this Report.
Total Corporate and Other includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and income (expenses) primarily related to [removed: the Company's] [added: our] frozen benefit plans.
Total Corporate and Other also includes the amortization of deferred gains and gains associated with the sales of Fortis Financial [removed: Group ("FFG"), our Long Term] [added: Group, Long-Term] Care [removed: ("LTC')] and [removed: the] Assurant Employee Benefits [removed: businesses] through reinsurance agreements, [removed: integration and transaction] expenses related to the [removed: pending] acquisition of [removed: The Warranty Group (see below)] [added: TWG, foreign gains (losses) from remeasurement of monetary assets] and [added: liabilities, the loss on the sale of Mortgage Solutions, the gain on the sale of Time Insurance Company and] other unusual or infrequent items.
As Assurant Health was a reportable segment in prior years, these amounts are disclosed [added: separately] for comparability.
The following discussion covers the year ended December 31, [removed: 2017] [added: 2018] (“Twelve Months [removed: 2017”),] [added: 2018”),] year ended December 31, [removed: 2016] [added: 2017] (“Twelve Months [removed: 2016”)] [added: 2017”)] and year ended December 31, [removed: 2015] [added: 2016] (“Twelve Months [removed: 2015”).][added: 2016”).]
For more information regarding the [removed: pending transaction,] [added: acquisition,] see Note [removed: 27] [added: 3] to the Consolidated Financial [removed: Statements,] [added: Statements] included elsewhere in this Report.
Consolidated net income [added: attributable to common stockholders] decreased $45.8 million, or 8%, to $519.6 million for Twelve Months 2017 from $565.4 million for Twelve Months 2016.
These items were partially offset by a one-time $177.0 million tax benefit from the reduction of net deferred tax [removed: liabilities following] [added: liabilities, a $51.6 million after-tax improvement in] the [removed: enactment] [added: results] of [removed: the U.S. Tax Cuts] [added: our Assurant Health run-off operations,] and [removed: Jobs Act.][added: a $27.1 million tax benefit from the release of a reserve for uncertain tax positions.]
Global Housing net income [removed: decreased $91.2] [added: increased $53.4] million, or [removed: 48%,] [added: 55%,] to [removed: $97.4] [added: $150.8] million for Twelve Months [removed: 2017] [added: 2018] from [removed: $188.6] [added: $97.4] million for Twelve Months [removed: 2016,] [added: 2017,] primarily due to [removed: an $88.1 million after-tax increase in reportable catastrophes mainly from Hurricanes Harvey, Irma] [added: a lower effective tax rate] and [removed: Maria.][added: lower reportable catastrophes.]
[removed: Excluding] [added: and] reportable catastrophes, [removed: the decrease in] [added: segment] net income [removed: was] [added: decreased] due to [removed: higher non-catastrophe loss experience and] a [removed: reduction] [added: lower contribution] from our [removed: lender placed insurance] [added: Lender-placed Insurance] business [added: primarily] due to [added: less favorable non-catastrophe loss experience,] the ongoing [removed: normalization of] [added: declines in] placement [removed: rates.][added: rates and lower REO volumes.]
[removed: Net] [added: Global Housing net] earned [removed: premiums and] [added: premiums,] fees [added: and other income] decreased [removed: $113.8] [added: $85.8] million to [removed: $2.18] [added: $2.09] billion for Twelve Months [removed: 2017] [added: 2018] compared with [added: $2.18 billion for] Twelve Months [removed: 2016,] [added: 2017,] primarily due to [removed: lower placement rates in lender-placed insurance as well as] the [removed: impact] [added: sale] of [removed: reinstatement and other premiums from reportable catastrophes.][added: Mortgage Solutions.]
Global Lifestyle net income increased [removed: $23.6] [added: $119.7] million, or [removed: 15%,] [added: 67%,] to [removed: $178.0] [added: $297.7] million for Twelve Months [removed: 2017] [added: 2018] from [removed: $154.4] [added: $178.0] million for Twelve Months [removed: 2016.][added: 2017.]
The increase was primarily driven by our [removed: global connected living] [added: Connected Living] business due to higher contributions from extended service contracts from original equipment manufacturer clients and other distribution channels as well as [removed: an increase in contract recoverables and] growth in our mobile business, partially offset by lower volume from our domestic repair and logistics business.
[removed: Twelve Months 2017] [added: Global Lifestyle] net earned premiums, fees and other income [removed: decreased $309.9 million] [added: increased $1.79 billion] to [removed: $3.40] [added: $5.18] billion [added: for the Twelve Months 2018] compared with [added: $3.40 billion for] Twelve Months [removed: 2016,] [added: 2017,] primarily due to the [removed: change in program structure in fourth quarter 2016 for a large service contract client in global connected living.][added: addition of $1.47 billion of net earned premiums and fee income from TWG.]
Excluding [removed: this] [added: the] program structure change, [added: Twelve Months 2017] net earned [removed: premiums, fees and other income] [added: premiums] increased [removed: $193.1 million mainly] [added: 7% primarily] due to growth [removed: in global connected living, that was mostly] [added: from our Connected Living business mainly] driven by global mobile, as well as growth from [removed: our] [added: international credit and] domestic vehicle protection [removed: services and international credit] businesses.
Global Preneed net income [removed: decreased $2.7] [added: increased $18.1] million, or [removed: 6%,] [added: 46%,] to [removed: $39.6] [added: $57.7] million for Twelve Months [removed: 2017] [added: 2018] from [removed: $42.3] [added: $39.6] million for Twelve Months [removed: 2016.][added: 2017.]
[removed: Twelve Months 2017] [added: Global Preneed] net earned premiums, fees and other income increased [removed: $9.7] [added: $8.5] million to [removed: $181.0] [added: $189.5] million [added: for Twelve Months 2018] compared with [added: $181.0 million for] Twelve Months [removed: 2016] [added: 2017] primarily due to growth in [removed: preneed business] [added: pre-funded funeral policies in the U.S.] and [removed: favorable foreign exchange.][added: Canada, as well as prior period sales of the Final Need product.]
Our results depend [removed: on] [added: on, among other things,] the appropriateness of our product pricing, [removed: underwriting and] [added: underwriting,] the accuracy of our [added: reserving] methodology for [removed: the establishment of reserves for] future policyholder benefits and claims, [added: the] frequency and severity of reportable [removed: catastrophes] and [added: non-reportable catastrophes,] returns on and values of invested [removed: assets, as well as] [added: assets and] our ability to manage our expenses and achieve expense savings.
Our results will also depend on our ability to profitably grow our [removed: fee-based, capital-light] [added: Connected Living, Multifamily Housing and Global Automotive] businesses, [removed: including global connected living, multi-family housing, mortgage solutions, as well as vehicle protection services,] and manage the pace of declines in placement rates in our [removed: lender-placed business.][added: Lender-placed Insurance business and the U.S. credit insurance business in Global Financial Services.]
Factors affecting these items, [removed: including] [added: including, but not limited to,] conditions in financial markets, the global economy and the markets in which we operate, [removed: and] fluctuations in [removed: the] exchange [removed: rate,] [added: rates and inflation,] may have a material adverse effect on our results of operations or financial condition.
For more information on these [removed: factors,] [added: and other factors that could affect our results,] see “Item 1A – Risk Factors.”
Management believes [removed: the Company] [added: that we] will have sufficient liquidity to satisfy [removed: its] [added: our] needs over the next twelve [removed: months] [added: months,] including the ability to pay interest [removed: and principal payments] on our [removed: senior notes, as well as] [added: debt and] dividends on our common [added: and preferred] stock.
We had [removed: $996.8 million] [added: $1.25 billion] in cash and cash equivalents as of December 31, [removed: 2017.][added: 2018.]
Please see [removed: “–] [added: “ –] Liquidity and Capital [removed: Resources,”] [added: Resources”] below for further details.
We generate revenues primarily from the sale of our insurance [removed: policies and] [added: policies,] service contracts and [added: related products and services and] from income earned on our investments.
[removed: Under the limited pay insurance guidance, the consideration] received on preneed policies sold prior to January 1, 2009 is presented separately as net earned premiums, with policyholder benefits expense shown separately.
We recognize revenue from interest payments, [removed: dividends] [added: dividends, change in market value of equity securities] and sales of investments.
Our revenues may also be impacted by our ability to continue to grow in the markets in which we operate, including [removed: the mobile device insurance market, the renters insurance market] [added: in our Connected Living, Multifamily Housing] and [removed: the field services] [added: Global Automotive businesses,] and [removed: valuation markets.][added: to manage our Lender-placed Insurance business.]
[removed: For example, our] [added: Our mobile] business is subject to volatility in mobile device trade-in volumes based on the release of new devices and carrier promotional programs, as well as to changes in the mobile device market dynamics.
Calculations incorporate assumptions about the incidence of incurred claims, the extent to which all claims have [added: been reported, reporting lags, expenses, inflation rates, future investment earnings, internal claims processing costs and other relevant factors.]
While the methods of making such estimates and establishing the related liabilities are periodically reviewed and updated, the estimation of reserves [removed: is subject to] [added: includes an element of] uncertainty given that management is using historical information and methods to [removed: help] project future events and reserve outcomes.
The recorded reserves represent [removed: management's] [added: our] best estimate at a point in time of the ultimate costs of settlement and administration of a claim or group of claims, based upon actuarial assumptions and projections using facts and circumstances known at the time of calculation.
Many of [removed: the factors affecting reserve uncertainty] [added: these items] are not directly quantifiable and not all future events can be anticipated when reserves are established.
Adjustments to reserves, both positive and negative, are reflected in the consolidated statement of operations in the period in which such estimates are [removed: determined.][added: updated.]
Future loss development could require reserves to be increased or decreased, which could have a material [removed: adverse or positive] effect on our earnings in the periods in which such increases or decreases are made.
See [removed: "Item] [added: “Item] 1A [removed: -] [added: –] Risk Factors [removed: -] [added: – Financial] Risks [removed: related to the Company -] [added: –] *Our actual claims losses may exceed our reserves for claims, requiring us to establish additional reserves or to incur additional expense for settling unreserved liabilities, which could [removed: materially affect] [added: have a material adverse effect on] our results of operations, profitability and [removed: capital*"] [added: capital*”] for more detail on this risk.
The following table provides reserve information for our reporting segment lines [removed: for the years ended] [added: as of] December 31, [removed: 2017] [added: 2018] and [removed: 2016:][added: 2017:]
| | December 31, [removed: 2017] [added: 2018] | | | | | | | | | | | | | | | | December 31, [removed: 2016] [added: 2017] | | | | | | | | | | | | | | |
| Global Preneed | $ | [removed: 5,779.2] [added: 5,943.7] | | | $ | [removed: 35.7] [added: 322.6] | | | $ | [removed: 18.9] [added: 18.8] | | | $ | [removed: 8.9] [added: 8.8] | | | $ | [removed: 5,401.4] [added: 5,779.2] | | | $ | [removed: 111.9] [added: 35.7] | | | $ | [removed: 16.6] [added: 18.9] | | | $ | [removed: 7.8] [added: 8.9] | |
| Disposed and runoff businesses | [removed: 4,493.3] [added: 3,185.0] | | | | [removed: 34.9] [added: 20.1] | | | | [removed: 1,259.3] [added: 655.7] | | | | [removed: 122.1] [added: 64.0] | | | | [removed: 4,573.8] [added: 4,493.3] | | | | [removed: 37.9] [added: 34.9] | | | | [removed: 1,161.8] [added: 1,259.3] | | | | [removed: 143.8] [added: 122.1] | | |
On May 31, 2018, we acquired TWG Holdings Limited and its subsidiaries (as subsequently reorganized, “TWG”) for a total enterprise value of $2.47 billion.
This amount included $894.9 million in cash, the repayment of $595.9 million of TWG’s pre-existing debt and issuance of $975.5 million of Assurant, Inc. common stock.
As a result, the equityholders of TWG, including TPG Capital, received a total of 10,399,862 shares of Assurant, Inc. common stock.
TWG specializes in the underwriting, administration and marketing of service contracts on a wide variety of consumer goods, including automobiles, consumer electronics and major home appliances.
We expect the acquisition will enhance the Company’s position as a leading lifestyle provider, particularly within the Global Automotive business, with significant operating synergies expected and a deepened global footprint.
On August 1, 2018, we sold our Mortgage Solutions business to Xome, an indirect wholly owned subsidiary of WMIH Corp., for $36.7 million and potential future payments based on performance.
The sale includes all of Assurant’s mortgage solutions businesses consisting of title, valuations and field services.
The disposition resulted in a total pre-tax loss of $40.3 million which was included in the consolidated statements of operations in Twelve Months 2018.
On December 3, 2018, we sold Time Insurance Company, a subsidiary of the runoff Assurant Health business, to Haven Holdings, Inc. for cash consideration of $30.9 million.
The disposition resulted in a total pre-tax gain of $18.4 million which was included in the consolidated statements of operations in Twelve Months 2018.
Consolidated net income attributable to common stockholders decreased $282.8 million, or 54%, to $236.8 million for Twelve Months 2018 from $519.6 million for Twelve Months 2017.
These decreases were partially offset by the impact of a lower effective tax rate, net operating income from TWG and lower reportable catastrophes (reportable catastrophe losses, net of reinsurance and client profit sharing adjustments, and including reinstatement and other premiums).
Segment net income for Twelve Months 2018 included $169.7 million of after-tax reportable catastrophes compared to $190.5 million of after-tax reportable catastrophes for Twelve Months 2017.
Reportable catastrophes for Twelve Months 2018 reflect a corporate tax rate of 21% as compared to 35% in 2017 as a result of the enactment of the TCJA.
Excluding the lower effective tax rate
This decrease was partially offset by growth in Multifamily Housing and a lower net loss from our Mortgage Solutions business, which was sold on August 1, 2018.
Excluding Mortgage Solutions, net earned premiums, fees and other income increased approximately 3% due to growth from specialty property offerings, including commercial property and Multifamily housing.
The increase was primarily driven by $74.7 million of net operating income contribution from TWG and the impact of a lower effective tax rate.
Excluding the impact of these items, segment net income increased primarily due to increased income from our Connected Living business, which was driven by growth from recently launched mobile programs and continued growth in existing mobile programs, partially offset by continued declines in Global Financial Services, primarily from expected discontinued partnerships, and unfavorable foreign exchange.
Excluding TWG, net earned premiums, fees and other income increased 9% due to increased revenue from our Connected Living business, due to growth from existing and recently launched mobile programs, as well as growth from our Global Automotive business.
These increases were partially offset by lower earned premiums and fees from our international extended service contracts and Global Financial Services business due to unfavorable foreign exchange.
This increase was primarily due to the lower effective tax rate.
Excluding the impact of a lower effective tax rate, segment net income increased due to higher investment income and the absence of $5.0 million in after-tax software impairment recorded in 2017.
In addition, our results will be impacted by our ability to integrate TWG and achieve benefits and synergies from the acquisition.
For Twelve Months 2018, net cash provided by operating activities totaled $656.7 million; net cash used in investing activities totaled $2.20 billion and net cash provided by financing activities totaled $1.84 billion.
Under the limited pay insurance guidance, the consideration
In addition, across many of our businesses, we must respond to the threat of disruption.
See “Item 2 – Risk Factors – Business and Competitive Risks – *Significant competitive pressures, changes in customer preferences and disruption could adversely affect our results of operations*.”
Factors used in their calculation include experience derived from historical claim payments and actuarial assumptions.
The adequacy of reserves may be impacted by future trends in claims severity, frequency, judicial theories of liability and other factors.
These variables are affected by both external and internal events, including, but not limited to: changes in the economic cycle, inflation, changes in repair costs, natural or human-made catastrophes, judicial trends, legislative changes and claims handling procedures.
However, based on information currently available, we believe our reserve estimates are adequate.
| Total | $ | 9,240.9 | | | $ | 15,648.0 | | | $ | 1,770.3 | | | $ | 1,043.4 | | | $ | 10,397.4 | | | $ | 7,038.6 | | | $ | 2,788.8 | | | $ | 993.4 | |
By selecting loss development factors indicative of remaining development, known losses
| 3% higher | $ | 1,179.0 | | | $ | 67.6 | |
| 2% higher | $ | 1,156.0 | | | $ | 44.6 | |
| 1% higher | $ | 1,134.0 | | | $ | 22.6 | |
| 1% lower | $ | 1,089.0 | | | $ | (22.4 | ) |
| 2% lower | $ | 1,066.0 | | | $ | (45.4 | ) |
| 3% lower | $ | 1,044.0 | | | $ | (67.4 | ) |
See Note 4 for more information.
On January 8, 2018, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), with TWG Holdings Limited, a Bermuda limited company (“TWG Holdings,” and together with its subsidiaries, “TWG”), TWG Re, Ltd., a corporation incorporated in the Cayman Islands (“TWG Re”), Arbor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of TWG Holdings (“TWG Merger Sub”) and Spartan Merger Sub, Ltd., a Bermuda exempted limited company and a direct wholly owned subsidiary of Assurant (“Merger Sub”).
Under the terms of the A&R Merger Agreement and subject to the satisfaction or waiver of the conditions therein, Assurant will acquire TWG through a transaction in which Merger Sub will merge with and into TWG, with TWG continuing as the surviving corporation and as a wholly owned subsidiary of Assurant.
TWG is a global provider of protection plans and related programs and a portfolio company of TPG Capital, a private equity company.
The decrease includes a $266.5 million reduction in after-tax net gains from the 2016 sale of Assurant Employee Benefits (including net realized gains on investments and amortization of deferred gains in connection with the transaction) and a $90.1 million after-tax increase in reportable catastrophes (reportable catastrophe losses, net of reinsurance and client profit sharing adjustments, and including reinstatement and other premiums), mainly due to Hurricanes Harvey, Irma and Maria.
These decreases were partially offset by a reduction of lender placed regulatory expenses and profitable growth from our multifamily housing business.
Reduced demand for originations and field services, along with lower client volumes, in our mortgage solutions business also contributed to the decline.
The decrease was partially offset by revenue growth in our multi-family housing business.
For 2018, we anticipate Global Housing net income, excluding reportable catastrophes, to be down before taking into account recently enacted tax reform.
Further declines in lender-placed insurance are expected as the housing market continues to improve.
We expect declines to be partially offset by continued growth in multi-family housing and improved performance in mortgage solutions.
Additional savings from ongoing expense management efforts are expected to be realized towards the end of 2018 and into 2019.
Net operating income is expected to increase after reflecting a lower effective tax rate of approximately 20%, with a portion of the tax savings to be reinvested for future growth.
Revenue expected to approximate 2017 levels as declines in lender-placed are offset by growth in multi-family housing and mortgage solutions.
The increase was also driven by growth in our domestic vehicle protection business.
In 2018, we expect Global Lifestyle net income to increase, before taking into account recently enacted tax reform.
Profitable growth is expected to be driven primarily by newly launched mobile programs and vehicle protection offerings and ongoing expense management efforts, partially offset by ongoing declines in credit insurance.
Mobile trade-in activity is expected to vary based on the timing and availability of new smartphone introductions and carrier promotional activity.
Results are expected to benefit from a lower effective tax rate of approximately 22%, with a portion of the tax savings to be reinvested for future growth.
Revenue is expected to increase from growth in connected living and vehicle protection, globally.
This decrease was primarily due to a $5.0 million impairment of software in 2017, partially offset by an increase in net investment income and fee income due to growth of the underlying preneed business.
In 2018, we expect Global Preneed net income and revenue to continue to increase modestly from our alignment with market leaders, before taking into account recently enacted tax reform.
Results to benefit from a lower effective tax rate of roughly 22%, with a portion of the tax savings to be reinvested for future growth.
For Twelve Months 2017, net cash provided by operating activities, including the effect of exchange rate changes and the reclassification of assets held for sale on cash and cash equivalents, totaled $532.7 million; net cash used in investing activities totaled $541.2 million and net cash used in financing activities totaled $26.7 million.
been reported, reporting lags, expenses, inflation rates, future investment earnings, and other relevant factors.
| Total | $ | 10,397.4 | | | $ | 7,038.6 | | | $ | 2,788.8 | | | $ | 993.4 | | | $ | 10,112.9 | | | $ | 6,626.5 | | | $ | 2,469.3 | | | $ | 832.0 | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 3% higher | $ | 1,630.0 | | | $ | 94.0 | |
| 2% higher | $ | 1,598.0 | | | $ | 62.0 | |
| 1% higher | $ | 1,567.0 | | | $ | 31.0 | |
| 1% lower | $ | 1,506.0 | | | $ | (30.0 | ) |
| 2% lower | $ | 1,474.0 | | | $ | (62.0 | ) |
| 3% lower | $ | 1,443.0 | | | $ | (93.0 | ) |
Reserves for the previously written Assurant Health business are established using generally accepted actuarial methods.
Factors used in the reserve calculation include experience derived from historical claim payments and actuarial assumptions, such as trends, the incidence of incurred claims, the extent to which all claims have been reported, and internal claims processing changes.
While the Company has not been released from the contractual obligation to the
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.
Reinsurance recoverables include amounts we are owed by reinsurers.
Reinsurance costs are expensed over the terms of the underlying reinsured policies using assumptions consistent with those used to account for the policies.
An excerpt. Shown here: 40 of 359 rewritten, 40 of 287 added and 40 of 170 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2018 filing and the FY2017 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
48 rewritten, 21 added, 14 removed, 89 unchanged
Additionally, we are exposed to inflation risk and to a lesser [removed: extent] [added: extent,] foreign currency risk.
This typically happens when either invested assets or liabilities, but not [removed: both] [added: both,] is indexed to inflation.
In addition, for securities with embedded options such as callable bonds, mortgage-backed [removed: securities,] [added: securities] and certain asset-backed securities, reinvestment risk occurs when fluctuations in interest rates have a direct impact on expected cash flows.
As interest rates fall, an increase in prepayments on these assets results in earlier than expected receipt of cash [removed: flows] [added: flows,] forcing us to reinvest the proceeds in an unfavorable lower interest rate environment.
Conversely, as interest rates rise, a decrease in prepayments on these assets results in later than expected receipt of cash [removed: flows] [added: flows,] forcing us to forgo reinvesting in a favorable higher interest rate environment.
We have assumed that the U.S. and Canadian yield curve shifts are [removed: of] equal [added: in] direction and magnitude.
[added: The following tables summarize the results] of this analysis for bonds, mortgage-backed [added: securities] and asset-backed securities held in our investment portfolio as of the dates indicated:
| | [removed: As of December] [added: December] 31, 2017 | | | | | | | | | | | | | | | | | | | |
| [removed: |] % [removed: Change in] [added: change of] market value from base case | [removed: 7.86] | [added: (1.58] | [removed: %] | [added: )%] | [removed: 3.84] | [added: (0.79] | [removed: %] | [added: )%] | [added: |] — | | % | | [removed: (3.65] [added: 0.79] | | [removed: )%] [added: %] | | [removed: (7.10] [added: 1.58] | | [removed: )%] [added: %] |
| [removed: |] $ [removed: Change in] [added: change of] market value from base case | [added: |] $ | [removed: 752.6] [added: (178.0] | [added: )] | | $ | [removed: 367.8] [added: (89.0] | [added: )] | | $ | — | | | $ | [removed: (349.2] [added: 89.0] | [removed: )] | | $ | [removed: (679.9] [added: 178.0] | [removed: )] |
The interest rate sensitivity relating to reinvestment risk of our fixed maturity securities is assessed using hypothetical scenarios that assume purchases in the primary market and [removed: considers] [added: consider] the effects of interest rates on sales.
[removed: The effects of] embedded [removed: options] [added: options,] including call or put features are not considered.
| [removed: As of December] [added: December] 31, 2017 | | | | | | | | | | | | | | |
| [removed: Basis point] [added: %] change in portfolio yield | (0.17 | )% | | (0.09 | )% | | — | % | | 0.09 | % | | 0.17 | % |
We use the lower of Moody’s [removed: or] [added: and] S&P’s ratings to determine an issuer’s [removed: rating.][added: rating for purposes of our portfolio limits.]
The following table presents our fixed maturity [added: securities] investment portfolio by ratings of the nationally recognized [removed: securities] [added: statistical] rating organizations as of the dates indicated:
| [removed: |] December 31, 2017 | | | | | | | [removed: December 31, 2016] | | | | | | [added: | | | | | | | |]
| Aaa/Aa/A | $ | [removed: 6,155.4] [added: 7,329.8] | | | [removed: 64] [added: 65] | % | | $ | [removed: 6,000.7] [added: 6,155.4] | | | [removed: 63] [added: 64] | % |
| Baa | [removed: 2,982.5] [added: 3,322.7] | | | | [removed: 31] [added: 30] | % | | [removed: 2,903.8] [added: 2,982.5] | | | | [removed: 30] [added: 31] | % |
| B and lower | [removed: 123.9] [added: 156.7] | | | | 1 | % | | [removed: 232.4] [added: 123.9] | | | | [removed: 2] [added: 1] | % |
| Total | $ | [removed: 9,662.6] [added: 11,257.1] | | | 100 | % | | $ | [removed: 9,572.1] [added: 9,662.6] | | | 100 | % |
When we [removed: reinsure,] [added: purchase reinsurance,] we are still liable to our insureds regardless of whether we get reimbursed by our reinsurer.
As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks underwritten by our various business segments as described above under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – [added: Critical Accounting Estimates –] Reinsurance.”
We had [removed: $9.79] [added: $9.17] billion and [removed: $9.08] [added: $9.79] billion of reinsurance recoverables as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively, the majority of which are protected from credit risk by various types of risk mitigation mechanisms such as trusts, letters of credit or by withholding the assets in a modified coinsurance or co-funds-withheld arrangement.
For example, reserves of [removed: $889.8] [added: $761.7] million, [removed: as of December 31, 2017] [added: $525.7 million] and [removed: $1.08] [added: $2.34] billion as of December 31, [removed: 2016, relating to a coinsurance agreement with Sun Life,] [added: 2018] and [removed: reserves of] [added: $889.8 million,] $1.01 billion and $4.19 billion as of December 31, [removed: 2017 and $1.03 billion and $4.18 billion as of December 31, 2016,] [added: 2017,] relating to coinsurance arrangements with [added: Sun Life, Talcott Resolution (formerly owned by] The [removed: Hartford] [added: Hartford)] and John [removed: Hancock (a subsidiary of Manulife Financial Corporation),] [added: Hancock,] respectively, related to sales of businesses [added: that] are backed by trusts.
If the value of the assets in these trusts falls below the value of the associated liabilities, Sun Life, [removed: The Hartford] [added: Talcott Resolution] and John Hancock, as [removed: the case may be,] [added: applicable,] will be required to put more assets in the trusts.
We may be dependent on the financial condition of Sun Life, [removed: John Hancock] [added: Talcott Resolution] and [removed: The Hartford,] [added: John Hancock,] whose A.M. Best [added: financial strength] ratings are currently A+, [removed: A+] [added: B++] and [removed: B++,] [added: A+,] respectively.
A.M. Best currently maintains a stable outlook on [removed: the] [added: each of their] financial strength [removed: ratings of Sun Life and John Hancock.][added: ratings.]
For [added: ERAC and other reinsurance] recoverables that are not protected by [removed: these mechanisms,] [added: the risk mitigation mechanisms referenced to above,] we are dependent [removed: solely] on the [removed: credit] [added: creditworthiness] of the reinsurer.
See “Item 1A – Risk Factors – [added: Financial] Risks [removed: Related to the Company] – *Reinsurance may not be [removed: available or] adequate [added: or available] to protect us against losses, and we are subject to the credit risk of reinsurers*” and [removed: “–] [added: “Item 1A – Risk Factors – Financial Risks –] *Through reinsurance, we have sold businesses that could again become our direct financial and administrative responsibility if the reinsurers become insolvent*.” [removed: A majority of our reinsurance exposure has been ceded to companies rated A- or better by A.M. Best.]
Inflation risk arises as we invest in [removed: assets, which] [added: assets that] are not indexed to the level of inflation, whereas the corresponding liabilities are indexed to the level of inflation.
Approximately 4% [removed: and 5%] of Assurant preneed insurance policies, with reserves of [removed: $229.9] [added: $221.7] million and [removed: $240.2] [added: $229.9] million as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively, have death benefits that are guaranteed to grow with the CPI.
In times of rapidly rising inflation, the credited death benefit growth on these liabilities increases relative to the investment income earned on the nominal [removed: assets] [added: assets,] resulting in an adverse impact on earnings.
See [removed: “–] [added: “ –] Derivatives.”
Total invested assets denominated in currencies other than the Canadian dollar were approximately [removed: 3%] [added: 7%] and [removed: 2%] [added: 3%] of our total invested assets at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.
Foreign exchange risk is mitigated by matching our liabilities under insurance policies that are payable in foreign currencies with investments that are denominated in such [removed: currency.][added: currencies.]
The foreign exchange risk sensitivity of our fixed maturity securities denominated in Canadian dollars, whose balance was [removed: $1.80] [added: $1.78] billion and [removed: $1.56] [added: $1.80] billion of the total [added: market value] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively, on our entire fixed maturity [added: securities] portfolio is summarized in the following tables:
| Foreign Exchange Movement Analysis of Market Value of Fixed Maturity [removed: Securities Assets] [added: Securities] | | | | | | | | | | | | | | | | | | | | |
| [removed: As of December 31, 2017] | [removed: | | | | | | |] [added: December 31, 2018] | | | | | | | [added: December 31, 2017] | | | | | |
| Foreign exchange spot rate at December 31, [removed: 2016,] [added: 2018,] US [removed: Dollar] [added: dollar] to Canadian [removed: Dollar] [added: dollar] | | \-10% | | | | \-5% | | | | 0 | | | | 5% | | | | 10% | | |
| | December 31, 2018 | | | | | | | | | | | | | | | | | | | |
| | | \-100 bps | | | | \-50 bps | | | | Base | | | | 50 bps | | | | 100 bps | | |
| | Total market value | $ | 12,075.8 | | | $ | 11,655.8 | | | $ | 11,257.1 | | | $ | 10,882.2 | | | $ | 10,527.0 | |
| | | \-100 bps | | | | \-50 bps | | | | Base | | | | 50 bps | | | | 100 bps | | |
The effects of
| December 31, 2018 | | | | | | | | | | | | | | |
| | \-100 bps | | | \-50 bps | | | Base | | | 50 bps | | | 100 bps | |
| Portfolio yield* | 4.31 | % | | 4.39 | % | | 4.46 | % | | 4.53 | % | | 4.61 | % |
| % change in portfolio yield | (0.15 | )% | | (0.07 | )% | | — | % | | 0.07 | % | | 0.15 | % |
| | \-100 bps | | | \-50 bps | | | Base | | | 50 bps | | | 100 bps | |
We have exposure to credit risk primarily from customers, as a holder of fixed maturity securities and by entering into reinsurance cessions.
| Ba | 447.9 | | | | 4 | % | | 400.8 | | | | 4 | % |
As of December 31, 2018 and 2017, we had $775.9
million and $393.9 million, respectively, of reinsurance recoverables from Employers Reassurance Corporation (“ERAC”) that are not protected by the risk mitigation mechanisms discussed above.
ERAC’s A.M. Best rating is currently B+ with a stable outlook.
General Electric Corporation (“GE”), the parent company of ERAC, has a capital maintenance agreement in place to maintain ERAC’s risk-based capital ratio at an acceptable regulatory level, which has been maintained in recent years through capital infusions by GE into ERAC.
| December 31, 2018 | | | | | | | | | | | | | | | | | | | | |
| Total market value | | $ | 11,079.1 | | | $ | 11,168.1 | | | $ | 11,257.1 | | | $ | 11,346.1 | | | $ | 11,435.1 | |
| Year Ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | |
| Net Income | | $ | 250.1 | | | $ | 251.4 | | | $ | 252.6 | | | $ | 253.8 | | | $ | 255.1 | |
| Year Ended December 31, 2017 | | | | | | | | | | | | | | | | | | | | |
Primarily, our credit risk exposure is concentrated in our fixed maturity investment portfolio and, to a lesser extent, in our reinsurance recoverables.
The following tables summarize the results
| | | | | | | | | | | | | | | | | | | | | |
| | | \-100 | | | | \-50 | | | | 0 | | | | 50 | | | | 100 | | |
| | As of December 31, 2016 | | | | | | | | | | | | | | | | | | | |
| | Total market value | $ | 10,324.7 | | | $ | 9,939.9 | | | $ | 9,572.1 | | | $ | 9,222.9 | | | $ | 8,892.2 | |
| | \-100 | | | \-50 | | | 0 | | | 50 | | | 100 | |
| As of December 31, 2016 | | | | | | | | | | | | | | |
| Portfolio yield* | 4.40 | % | | 4.48 | % | | 4.57 | % | | 4.66 | % | | 4.74 | % |
| Ba | 400.8 | | | | 4 | % | | 435.2 | | | | 5 | % |
The A.M. Best financial strength ratings of The Hartford are currently under review with developing implications.
| As of December 31, 2016 | | | | | | | | | | | | | | | | | | | | |
| Total market value | | $ | 9,415.8 | | | $ | 9,493.9 | | | $ | 9,572.1 | | | $ | 9,650.3 | | | $ | 9,728.4 | |
| Net income | | $ | 563.4 | | | $ | 564.4 | | | $ | 565.4 | | | $ | 566.4 | | | $ | 567.4 | |
An excerpt. Shown here: 40 of 48 rewritten, all 21 added and all 14 removed. The counts are complete. For every sentence, read Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the FY2018 filing and the FY2017 filing.
Item 1. Business
202 rewritten, 70 added, 80 removed, 206 unchanged
[removed: Assurant is] [added: We are] a global provider of risk management solutions in the housing and lifestyle markets, protecting where people live and the goods they buy.
[removed: Assurant operates] [added: We operate] in North America, Latin America, Europe and Asia Pacific through three operating segments: Global Housing, Global [removed: Lifestyle,] [added: Lifestyle] and Global Preneed.
[removed: Assurant partners] [added: We partner] with clients who are leaders in their industries to provide consumers a diverse range of protection products and services.
Through [removed: its] [added: our] Global Housing segment, [removed: Assurant provides] [added: we provide] lender-placed homeowners, manufactured housing and flood insurance; [added: and] renters insurance and related products (referred to as [removed: our “multi-family housing” business); and valuation and field services (referred to as our “mortgage solutions” business).][added: “Multifamily Housing”).]
Through [removed: its] [added: our] Global Lifestyle segment, [removed: Assurant provides] [added: we provide] mobile device protection products and related services and extended service products and related services for consumer electronics and appliances (referred to as [removed: our] “Connected [removed: Living” business);] [added: Living”);] vehicle protection [removed: services;] and [added: related services (referred to as “Global Automotive”); and] credit [removed: insurance.][added: and other insurance products (referred to as “Global Financial Services”).]
[added: Through our] Global Preneed [removed: provides] [added: segment, we provide] pre-funded funeral insurance and annuity products.
Our financial strength and [removed: our] core capabilities across our businesses create competitive advantages that we believe allow us to support our clients and our profitable growth over the long term.
*Our financial strength.* We believe we have a strong balance [removed: sheet with a low leverage ratio.][added: sheet.]
As of December 31, [removed: 2017,] [added: 2018,] we had [removed: $31.84] [added: $41.09] billion in [added: total] assets and our debt to total capital was [removed: 20.0%.][added: 28.2%.]
In addition, our Global Housing, Global Lifestyle and Global Preneed segments generate significant [removed: amounts of] [added: operating] cash [removed: flow,] [added: flows,] which provides us with the flexibility to make appropriate investments in strategic [removed: capabilities,] [added: capabilities] and enter into partnerships with our clients.
We seek to leverage consumer insights, together with deep market knowledge and capabilities, to anticipate and identify the specific needs of our clients and [added: the] consumers they serve.
We intend to continue [removed: to capitalize] [added: capitalizing] on our client and consumer insights to introduce new and innovative products and services and [removed: to] adapt those products and services to address emerging issues.
*Value chain integration.* We own or manage multiple pieces of the value chain, which enables us to create products and service offerings based on specific client needs and provide a [removed: more] seamless experience for consumers.
Our vision is to be the premier provider of risk management solutions [removed: in our addressable markets] within the housing and lifestyle markets globally.
We leverage our competitive strengths to focus on niche businesses where we can maintain or reach [removed: market leading] [added: market-leading] positions and achieve attractive returns.
We periodically assess our business portfolio to ensure we align resources with the best opportunities within the housing and lifestyle markets and, currently, we have identified [removed: connected living, multi-family housing] [added: Connected Living, Multifamily Housing] and [removed: vehicle protection services] [added: Global Automotive] as key businesses targeted for growth.
As we adapt our business portfolio to respond to client and consumer needs, [added: we expect that] our mix of business will continue to evolve.
[removed: This] [added: We expect future] business mix [removed: shift will] [added: shifts to further] diversify our revenue and earnings.
Our approach to mergers, acquisitions and other growth opportunities reflects our prudent and disciplined approach to [removed: managing our capital.][added: capital management.]
We target new [removed: business] [added: businesses] and capabilities that complement or support our business model, which is focused on expanding capabilities and distribution in targeted growth businesses globally.
[removed: The proposed] [added: We expect the] acquisition will [removed: help] enhance our position as a leading lifestyle provider, [removed: specifically] [added: particularly] within the [removed: vehicle protection] [added: Global Automotive] business, with [removed: significant operating synergies] [added: new client partnerships] and [removed: deepened global footprint.][added: distribution channels.]
The composition of our reportable segments [removed: match] [added: matches] how we view and manage our business.
[added: For additional information on our segments, see “Item 7 *–*] Management’s Discussion and Analysis of Financial Condition and Results of Operations *–* Results of Operations” and Note [removed: 3] [added: 5] to the Consolidated Financial Statements included elsewhere in this Report.
| | [removed: For the Years Ended] [added: Years Ended December 31,] | | | | | | | | | | |
| | [removed: December 31, 2017] [added: 2018] | | | | [removed: December 31, 2016] [added: 2017] | | | | [removed: December 31, 2015] [added: 2016] | | |
| Net earned premiums, fees and other [added: income] by [removed: major product grouping:] [added: product:] | | | | | | | | | | | |
| Lender-placed [removed: insurance] [added: Insurance] | $ | [removed: 1,224.9] [added: 1,149.7] | | | $ | [removed: 1,317.2] [added: 1,224.9] | | | $ | [removed: 1,561.4] [added: 1,317.2] | |
| Mortgage [removed: solutions] [added: Solutions] | [removed: 257.7] [added: 116.1] | | | | [removed: 329.3] [added: 257.7] | | | | [removed: 289.5] [added: 329.3] | | |
| Manufactured [removed: housing] [added: Housing] and [removed: other] [added: Other] | [removed: 326.1] [added: 417.3] | | | | [removed: 321.4] [added: 326.1] | | | | [removed: 316.6] [added: 321.4] | | |
| Total | $ | [removed: 2,175.0] [added: 2,089.2] | | | $ | [removed: 2,288.8] [added: 2,175.0] | | | $ | [removed: 2,450.2] [added: 2,288.8] | |
| Segment net income | $ | [removed: 97.4] [added: 150.8] | | | $ | [removed: 188.6] [added: 97.4] | | | $ | [removed: 307.7] [added: 188.6] | |
| Combined ratio for risk-based businesses (1) | [removed: 99.1] [added: 97.7] | | % | | [removed: 91.1] [added: 99.1] | | % | | [removed: 83.4] [added: 91.1] | | % |
| Pre-tax income margin for fee-based, capital-light businesses [removed: (2)] [added: (3)] | [removed: 10.1] [added: 7.0] | | % | | [removed: 10.8] [added: 5.7] | | % | | [removed: 11.6] [added: 3.5] | | % |
| (1) | The combined ratio for risk-based businesses [removed: is equal to] [added: equals] total [removed: policyholder] benefits, losses and expenses, including reportable catastrophe losses, divided by net earned [removed: premiums and] [added: premiums,] fees and other income for [removed: lender-placed insurance, manufactured housing] [added: Lender-placed Insurance] and [removed: other insurance businesses.] [added: Manufactured Housing and Other.] |
| [removed: (2)] [added: (3)] | The pre-tax [added: income] margin for fee-based, capital-light businesses equals income before provision for income taxes divided by net earned [removed: premiums and] [added: premiums,] fees and other income for [removed: multi-family housing and mortgage solutions.] [added: Connected Living.] |
[removed: Global Housing has three key lines of business: lender-placed insurance, multi-family housing (which is comprised of renters insurance and related products) and mortgage solutions (which is] [added: On August 1, 2018, we sold our Mortgage Solutions business, which was] comprised of property inspection and preservation, valuation and title services and other property risk management [removed: services).][added: services.]
[added: *Lender-placed Insurance:*] We [removed: also] provide [removed: voluntary] [added: Lender-placed homeowners,] manufactured [removed: housing, homeowners] [added: housing] and flood [removed: insurance.][added: insurance as described below.]
Lender-placed [removed: homeowner's] [added: homeowners] insurance consists principally of fire and dwelling hazard insurance offered through our lender-placed program.
Lender-placed [added: homeowners] insurance provides structural coverage, similar to that of a standard [removed: homeowner's] [added: homeowners] policy.
[removed: The amount of] coverage [removed: is often based on the last known insurance coverage] under the prior policy for the property and provides replacement cost coverage on the property.
*2018 Highlights*
On May 31, 2018, we acquired TWG Holdings Limited and its subsidiaries (as subsequently reorganized, “TWG”) for a total enterprise value of $2.47 billion.
This amount included $894.9 million in cash, the repayment of $595.9 million of TWG’s pre-existing debt and issuance of $975.5 million of Assurant, Inc. common stock.
As a result, the equityholders of TWG, including TPG Capital, received a total of 10,399,862 shares of Assurant, Inc. common stock.
TWG specializes in the underwriting, administration and marketing of service contracts on a wide variety of consumer goods, including automobiles, consumer electronics and major home appliances.
The acquisition will support our growth strategy for Global Lifestyle given TWG’s attractive product and client portfolio and our deepened global footprint across 21 countries, including key markets such as Asia Pacific.
We expect to generate significant operating synergies by optimizing global operations.
On August 1, 2018, we sold our Mortgage Solutions business to Xome, an indirect wholly owned subsidiary of WMIH Corp., for $36.7 million and potential future payments based on performance.
This will allow us to focus on our lines of business where we have leadership positions and strengthen our offerings and capabilities.
On December 3, 2018, we sold Time Insurance Company, a subsidiary of the runoff Assurant Health business, to Haven Holdings, Inc. for cash consideration of $30.9 million.
For more information regarding the acquisition and sales, see Notes 3 and 4, respectively, to the Consolidated Financial Statements included elsewhere in this Report.
| Multifamily Housing | 406.1 | | | | 366.3 | | | | 320.9 | | |
| Segment Equity | $ | 1,505.3 | | | $ | 1,536.9 | | | $ | 1,398.3 | |
The key lines of business in Global Housing are: Lender-placed Insurance; Multifamily Housing (which is comprised of renters insurance and related products); and voluntary manufactured housing, homeowners and flood insurance.
For additional information on this sale, see “ *–* 2018 Highlights” and Note 4 to the Consolidated Financial Statements included elsewhere in this Report.
The amount of coverage is often based on the last known insurance
The process of tracking voluntary coverage *–* including determining whether voluntary coverage is in force, the policy limits in place, the perils insured and the deductibles and obtaining other required insurance related information *–* is part of our risk management for our Lender-placed Insurance business.
Tracking is needed in order to underwrite the risk we assume, to understand loss exposure and to communicate with appropriate parties, including the lender, insurance agent and homeowner.
*Mortgage Solutions:* Prior to the sale of our Mortgage Solutions business, we offered mortgage-related services, including field, inspection, restoration, REO asset management, valuation, title and settlement services.
Lender-placed Insurance products are distributed primarily through mortgage lenders, mortgage servicers and financial and other institutions.
We expect placement rates to continue to decline in 2019 reflecting the health of the overall housing market.
We will continue to implement expense management efforts to mitigate the impact to our financial results.
In January 2019, we placed approximately 65% of our 2019 catastrophe reinsurance program with the traditional reinsurance market, lowering our per-event retention from $120 million to $80 million pre-tax and securing additional multi-year coverage.
| | Years Ended December 31, | | | | | | | | | | |
| | 2018 | | | | 2017 | | | | 2016 | | |
| Global Automotive | 1,909.2 | | | | 782.8 | | | | 715.8 | | |
| Global Financial Services | 473.5 | | | | 457.4 | | | | 420.2 | | |
| Segment Equity | $ | 4,073.2 | | | $ | 1,967.3 | | | $ | 1,594.5 | |
We have a call right and Iké has a put right relating to our acquisition of the remainder of Iké by mid-2019.
There can be no assurance whether we will exercise our call right, Iké will exercise its put right or the acquisition will be completed.
In Global Automotive we partner with auto dealers, third-party administrators and manufacturers to market our vehicle protection and related services.
In Global Financial Services we partner with financial institutions, insurers and retailers to market our credit and other insurance products.
We work closely with our partners to develop innovative offerings that reflect the rapid evolution of the market.
In our financial services market, we anticipate continued declines in our traditional credit insurance domestically, while we continue expanding our credit card product.
The traditional credit and credit card products are actively sold in select international markets.
On May 31, 2018, we acquired TWG, which specializes in the underwriting, administration and marketing of service contracts on a wide variety of consumer goods, including automobiles, consumer electronics and major home appliances.
We expect the acquisition will enhance our position as a leading lifestyle provider, particularly within the Global Automotive business, with new client partnerships and distribution channels.
The acquisition will support our growth strategy for Global Lifestyle given TWG’s attractive product and client portfolio and our deepened global footprint across 21 countries, including key markets such as Asia Pacific.
We expect to generate significant operating synergies by optimizing global operations.
See “Item 1A *–* Risk Factors *–* Business and Competitive Risks *–* *Our mobile business subjects us to certain risks, including declines in the value of devices in our inventory or subject to guaranteed buybacks and export compliance risk in connection with mobile device dispositions.*”
In 2017, fee-based, capital-light businesses accounted for $2.78 billion, or 48%, of net earned premiums, fees and other income for Global Housing, Global Lifestyle and Global Preneed, compared to 52% in 2016.
*Implementing a more agile and efficient operating model.* We expect that the implementation of our global operating model, including a more integrated organizational structure across our global operations, will achieve efficiencies to support our profitable growth long-term.
We reorganized our global business operating structure to increase competitive agility and deliver
superior customer experience and centralizing key support functions to reduce overall expenditures over time and benefit from economies of scale.
*2017 Highlights*
Assurant largely completed its multi-year transformation in 2017.
We made considerable progress in advancing our position as a leading provider of risk management solutions.
In October 2017, we announced our agreement to acquire The Warranty Group, a premier provider of extended service contracts, for $2.50 billion from TPG Capital.
In January 2018, we amended the transaction structure following the enactment of the U.S. Tax Cuts and Jobs Act ("TCJA").
The transaction is expected to close in the second quarter of 2018, subject to regulatory approvals and other customary closing conditions.
Integration planning between both companies has begun and will continue through the close of the transaction and thereafter.
Throughout 2017, we managed our capital prudently.
At year-end, Assurant fulfilled its two-year commitment to return $1.50 billion to shareholders by the end of 2017.
The goal was intended to return a majority of the proceeds from the 2016 sale of our Assurant Employee Benefits business and dividends from our wind down of Assurant's health business to shareholders through share repurchases and common stock dividends.
In addition, the Company continued to move to a more integrated global organizational structure for its business operations and key support functions.
We created an enterprise global procurement function to realize expense savings from third-party providers, which in turn can fund ongoing investments in our businesses.
During the year we invested in digital and data analytics areas and also established capability centers for enterprise strategic account management, customer experience, robotics and artificial intelligence.
We will continue to focus on strengthening our competitive advantage as we look to maximize shareholder value.
For additional information on our segments, see “Item 7.
| Multi-family housing | 366.3 | | | | 320.9 | | | | 282.7 | | |
| Equity, excluding accumulated other comprehensive income | $ | 1,536.9 | | | $ | 1,398.3 | | | $ | 1,351.1 | |
| | |
| --- | --- |
*Lender-placed insurance:* We provide lender-placed insurance for homeowners, manufactured housing and flood as described below.
*Mortgage solutions:* We have capabilities across the mortgage loan lifecycle to better serve our clients by offering mortgage related services.
Our service offerings include:
- *Field Services*.
We provide field services, inspection services, restoration and REO asset management to mortgage servicing clients and investors through a nationwide network of independent contractors.
- *Valuation and Title Services*.
We provide valuation services across the origination, home equity and default markets through a nationwide network of independent contractors as well as internal appraisers.
Valuation services include origination, default and home equity appraisals, broker price opinions which assist mortgage servicing clients with determining property values and alternative valuations products.
We also provide title and settlement services to home equity lenders, as well as conventional mortgage lenders and refinancing lenders.
Our mortgage solutions services are provided directly to mortgage lenders and servicers, typically under non-exclusive arrangements.
See “Item 1A.
We expect placement rates to continue to decline in 2018 as the lender-placed market moves closer to what we expect to be its steady state.
Decreasing homeownership rates have contributed to growth of rental households and, consequently, demand for rental insurance.
We expect the default and valuations markets to be lower than 2017 levels due to expected lower origination, refinancing, delinquency and default volumes.
We believe there are opportunities for growth from increasing wallet share with existing clients and increasing our market share with new clients.
This along with continued focus on expense management should improve overall results.
In February 2017, the Company acquired Green Tree Insurance Agency, Inc., which sells housing protection products, including voluntary homeowners and manufactured housing policies, and other insurance products.
An excerpt. Shown here: 40 of 202 rewritten, 40 of 70 added and 40 of 80 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2018 filing and the FY2017 filing.
Item 3. Legal Proceedings
3 rewritten, 1 added, 1 removed, 0 unchanged
[removed: The Company is] [added: We are] involved in litigation in the ordinary course of business, both as a defendant and as a [removed: plaintiff] [added: plaintiff,] and may from time to time be subject to a variety of legal and regulatory actions relating to our current and past business operations, including regulatory examinations, investigations and inquiries.
Although [removed: the Company] [added: we] cannot predict the outcome of any [removed: litigation,] [added: litigation or] regulatory [removed: examinations] [added: examinations, investigations] or [removed: investigations,] [added: inquiries,] it is possible that the outcome of such matters could have a material adverse effect on [removed: the Company’s] [added: our] consolidated results of operations or cash flows for an individual reporting period.
However, based on currently available information, management does not believe that [removed: any] pending [removed: matter is] [added: matters are] likely to have a material adverse effect, individually or in the aggregate, on [removed: the Company’s] [added: our] financial condition.
For additional information on certain legal and regulatory matters in which we are or have been involved, see Note 26 to the Consolidated Financial Statements included elsewhere in this Report.
See Note 25 to the Consolidated Financial Statements for a description of certain matters, which description is incorporated herein by reference.
Cover and table of contents
34 rewritten, 5 added, 10 removed, 77 unchanged
For the fiscal year ended December 31, [removed: 2017][added: 2018]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: 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 [removed: and post] such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] [added: a] smaller reporting [added: company, or an emerging growth] company.
See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.
| Non-accelerated filer | | ¨ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ¨ |
The aggregate market value of the [removed: Common Stock] [added: registrant’s common stock] held by non-affiliates of the registrant was [removed: $5.56] [added: $6.49] billion [removed: at] [added: as of the last business day of the fiscal quarter ended] June 30, [removed: 2017] [added: 2018] based on the closing sale price of [removed: $103.69] [added: $103.49] per share for the common stock on such date as traded on the New York Stock Exchange.
The number of shares of the registrant’s [removed: Common Stock] [added: common stock] outstanding at February [removed: 8, 2018] [added: 15, 2019] was [removed: 52,475,408.][added: 61,696,055.]
Certain information contained in the definitive proxy statement for the [removed: Company's 2018] [added: registrant’s 2019] annual meeting of stockholders is incorporated by reference into Part III hereof.
| 1A. | | [Risk [removed: Factors](#s80A5C97DF79F59AF94E823BF8C03189F)] [added: Factors](#sB52DB2331A9A2EE95144D1814AEDAFFD)] | [removed: [15](#s80A5C97DF79F59AF94E823BF8C03189F)] [added: [15](#sB52DB2331A9A2EE95144D1814AEDAFFD)] |
| 1B. | | [Unresolved Staff [removed: Comments](#s5F23087310555452BE2CCFA2E9D7F23E)] [added: Comments](#s545A051CFB654DFF849AD181540A842C)] | [removed: [32](#s5F23087310555452BE2CCFA2E9D7F23E)] [added: [33](#s545A051CFB654DFF849AD181540A842C)] |
| 3. | | [Legal [removed: Proceedings](#s8280DFE3CCD45724A24C37F56AB09AD3)] [added: Proceedings](#s09E01013CF767D524F67D181545CBF98)] | [removed: [32](#s8280DFE3CCD45724A24C37F56AB09AD3)] [added: [33](#s09E01013CF767D524F67D181545CBF98)] |
| 4. | | [Mine Safety [removed: Disclosures](#sD0DD65F85A765FD18318A0374858F114)] [added: Disclosures](#sE1290ACEAE7207C8BFB6D181549404E6)] | [removed: [32](#sD0DD65F85A765FD18318A0374858F114)] [added: [33](#sE1290ACEAE7207C8BFB6D181549404E6)] |
| 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s02599EDAD6B25497A56BBE5DC9CA5555)] [added: Securities](#s9F48838ABA62E08F10AFD1814B433360)] | [removed: [33](#s02599EDAD6B25497A56BBE5DC9CA5555)] [added: [34](#s9F48838ABA62E08F10AFD1814B433360)] |
| 6. | | [Selected Financial [removed: Data](#sFB0D3DEB5A285F04AB2A76A9F1FD5F1C)] [added: Data](#sE16D10E3C68F1C9C2550D1814965B289)] | [removed: [37](#sFB0D3DEB5A285F04AB2A76A9F1FD5F1C)] [added: [37](#sE16D10E3C68F1C9C2550D1814965B289)] |
| 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s7EB1665F32B352B1A240FB4C5C63DD15)] [added: Operations](#s5A58B27F83F6970F8D5CD1814BEEF551)] | [removed: [38](#s7EB1665F32B352B1A240FB4C5C63DD15)] [added: [40](#s5A58B27F83F6970F8D5CD1814BEEF551)] |
| 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sE39F0598F58F53E6BBA748445209C700)] [added: Risk](#s8A5339FEBCB13C8A50E6D1814A4D3D41)] | [removed: [64](#sE39F0598F58F53E6BBA748445209C700)] [added: [68](#s8A5339FEBCB13C8A50E6D1814A4D3D41)] |
| 8. | | [Financial Statements and Supplementary [removed: Data](#sC4B64C4523C15364BBE427704A2CF75F)] [added: Data](#s026AEFF3FEEA8044CB0CD18155FDF653)] | [removed: [68](#sC4B64C4523C15364BBE427704A2CF75F)] [added: [72](#s026AEFF3FEEA8044CB0CD18155FDF653)] |
| 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sB07A26DEB5E052818CB1044CC8BE232D)] [added: Disclosure](#sB911A01310566E19AA0FD1815635BABF)] | [removed: [68](#sB07A26DEB5E052818CB1044CC8BE232D)] [added: [72](#sB911A01310566E19AA0FD1815635BABF)] |
| 9A. | | [Controls and [removed: Procedures](#sC8998C4DA1815EF2922AF85073383955)] [added: Procedures](#sA6F54521A1B5182926BAD18156509261)] | [removed: [68](#sC8998C4DA1815EF2922AF85073383955)] [added: [72](#sA6F54521A1B5182926BAD18156509261)] |
| 9B. | | [Other [removed: Information](#s8D5D9F50294F51DDA86F3D32C16AEEB1)] [added: Information](#s48D26415F318132E23D3D1815683F80A)] | [removed: [68](#s8D5D9F50294F51DDA86F3D32C16AEEB1)] [added: [73](#s48D26415F318132E23D3D1815683F80A)] |
| 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#s08FBF72094965D679C4E2E478023781A)] [added: Governance](#s02E16E5C2D08102E2538D18156DC9245)] | [removed: [69](#s08FBF72094965D679C4E2E478023781A)] [added: [74](#s02E16E5C2D08102E2538D18156DC9245)] |
| 11. | | [Executive [removed: Compensation](#sAAAC9D73DB9F5BCD8075557FF0E58B52)] [added: Compensation](#s83018FB3ECDDF98EC690D18156F9BBA3)] | [removed: [69](#sAAAC9D73DB9F5BCD8075557FF0E58B52)] [added: [74](#s83018FB3ECDDF98EC690D18156F9BBA3)] |
| 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sB4CF7AD865CC5EB9B91E9045468E6025)] [added: Matters](#s5FBEDF52FF386A4BCF59D181572F1BEF)] | [removed: [69](#sB4CF7AD865CC5EB9B91E9045468E6025)] [added: [74](#s5FBEDF52FF386A4BCF59D181572F1BEF)] |
| 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s037E34883EBE5CAB9BCC4F19DEDFB40E)] [added: Independence](#sD84EF5B0C3D2D043A52ED181574A19E2)] | [removed: [69](#s037E34883EBE5CAB9BCC4F19DEDFB40E)] [added: [74](#sD84EF5B0C3D2D043A52ED181574A19E2)] |
| 14. | | [Principal Accounting Fees and [removed: Services](#sB50A450C1A445131A4908E0B27AB6114)] [added: Services](#s6B3E26BBD869F9C421D7D1815781EBA5)] | [removed: [69](#sB50A450C1A445131A4908E0B27AB6114)] [added: [74](#s6B3E26BBD869F9C421D7D1815781EBA5)] |
| 15. | | [Exhibits and Financial Statement [removed: Schedules](#s6857CACFAD555295ACF1B580A3B7E6FC)] [added: Schedules](#s72C461049CCCFECFF536D18157D6951B)] | [removed: [70](#s6857CACFAD555295ACF1B580A3B7E6FC)] [added: [75](#s72C461049CCCFECFF536D18157D6951B)] |
| 16. | | [Form 10-K [removed: Summary](#sB61304CFCD9254E3A6B0F472FDE458F4)] [added: Summary](#s341F7079312DC2BFAC65D18157F36CBF)] | [removed: [74](#sB61304CFCD9254E3A6B0F472FDE458F4)] [added: [79](#s341F7079312DC2BFAC65D18157F36CBF)] |
[removed: Amounts] [added: Unless otherwise stated, all amounts] are presented in United States of America (“U.S.”) dollars and all amounts are in millions, except for number of shares, per share amounts, registered holders, number of employees, beneficial owners, number of securities in an unrealized loss position and number of loans.
Some statements [removed: under “Business,” “Management’s] [added: in “Item 1 *–* Business” and “Item 7 *–* Management’s] Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K [added: for the fiscal year ended December 31, 2018] (this "Report"), particularly those anticipating future financial performance, business prospects, growth and operating strategies and similar matters, including [removed: with respect to] [added: the benefits and synergies of The Warranty Group acquisition and] estimated reportable [removed: catastrophes and the pending transaction,] [added: catastrophe losses,] 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,” “can,” “anticipates,” “expects,” “estimates,” “projects,” “intends,” “plans,” “believes,” “targets,” “forecasts,” “potential,” “approximately,” [removed: or] [added: and] the negative [removed: version] [added: versions] of those words and other words and terms with a similar meaning.
The inclusion of this [removed: forward looking] [added: forward-looking] information should not be regarded as a representation by us or any other person that [removed: the] [added: our] future plans, estimates or expectations [removed: contemplated by us] will be achieved.
[removed: Assurant, Inc. ("the Company" or "Assurant") undertakes] [added: We undertake] no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments.
For a discussion of the risk factors that could affect our actual results, [removed: please refer to “Critical Factors Affecting Results” in Item] [added: see “Item 1A *–* Risk Factors” and “Item] 7 [added: *–* Management’s Discussion] and [removed: “Risk Factors” in Item 1A] [added: Analysis] of [removed: this Report.][added: Financial Condition and Results of Operations *–* Critical Factors Affecting Results.”]
Unless the context otherwise requires, references to the terms “Assurant,” the “Company,” “we,” “us” and “our” refer to [removed: our] [added: Assurant, Inc.’s] consolidated operations.
| 6.50% Series D Mandatory Convertible Preferred Stock, $1.00 Par Value | | New York Stock Exchange |
For the Fiscal Year Ended December 31, 2018
| 1. | | [Business](#s6B05285BE160C4AF4F10D1814981441B) | [3](#s6B05285BE160C4AF4F10D1814981441B) |
| 2. | | [Properties](#sB9408B4AD505BFD65C8ED1815441F7C9) | [33](#sB9408B4AD505BFD65C8ED1815441F7C9) |
| [Signatures](#s10BF512F74AB7F077768D1815823824D) | | | [80](#s10BF512F74AB7F077768D1815823824D) |
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
(Check one):
| 1. | | [Business](#s541F27CD716453748CD4AD761A725E29) | [3](#s541F27CD716453748CD4AD761A725E29) |
| 2. | | [Properties](#sB4923489949C50FEBD87DA7DABE0AB08) | [32](#sB4923489949C50FEBD87DA7DABE0AB08) |
| [Signatures](#s5824E94BC19A5D1B976C4899F6D10DF8) | | | [75](#s5824E94BC19A5D1B976C4899F6D10DF8) |
| EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP | | | |
| EX-31.1: CERTIFICATION | | | |
| EX-31.2: CERTIFICATION | | | |
| EX-32.1: CERTIFICATION | | | |
| EX-32.2: CERTIFICATION | | | |
Item 2. Properties
3 rewritten, 0 added, 0 removed, 5 unchanged
We own six properties, including three buildings whose locations serve as headquarters for our operating segments and two buildings that serve as [removed: operation] [added: operations] centers for Global Housing.
We also own a building in Milwaukee, Wisconsin that [removed: used to be] [added: served as] the headquarters of a business placed into runoff.
Our leases have terms ranging from month-to-month to [removed: twenty] [added: fifteen] years.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
22 rewritten, 30 added, 46 removed, 17 unchanged
The following [removed: chart] [added: graph] compares the [added: cumulative] total [removed: stockholder returns] [added: return] (stock price increase plus dividends paid) on our common stock from December 31, [removed: 2012] [added: 2013] through December 31, [removed: 2017] [added: 2018] with the [added: cumulative] total [removed: stockholder] returns for the S&P 400 MidCap Index and the S&P 500 Index, as the broad equity market indexes, and the S&P 400 Multi-line Insurance Index and the S&P 500 Multi-line Insurance Index, as the published industry indexes.
The graph assumes that the value of the investment in [removed: the] [added: our] common stock and each index was $100 on December 31, [removed: 2012] [added: 2013] and that all dividends were reinvested.
[removed: ][added: ]
Total [removed: Values/Return to Stockholders][added: Values/Annual Return Percentages]
| Assurant, Inc. [removed: | | | |] [added: Common Stock] | [removed: 94.85] | | [removed: %] | | 4.75 | | % | | 19.93 | | % | | 18.14 | | % | | 10.99 | | % | [added: | (9.14 | | )% |]
| S&P 500 Index | | | | | [removed: 32.39 | | | |] 13.69 | | | | 1.38 | | | | 11.96 | | | | 21.83 | | | [added: | (4.38 | | ) |]
| S&P 400 MidCap Index | | | | | [removed: 33.50 | | | |] 9.77 | | | | (2.18 | | ) | | 20.74 | | | | 16.24 | | | [added: | (11.08 | | ) |]
| S&P 500 Multi-line Insurance Index* | | | | | [removed: 47.90 | | | |] 4.77 | | | | 7.24 | | | | 10.27 | | | | 1.03 | | | [added: | (24.44 | | ) |]
| S&P 400 Multi-line Insurance Index* | | | | | [removed: 38.21 | | | |] 9.37 | | | | 24.47 | | | | 24.90 | | | | 37.11 | | | [added: | (11.15 | | ) |]
| * | [added: The] S&P 400 Multi-line Insurance Index is comprised of mid-cap companies, while the S&P 500 Multi-line Insurance Index is comprised of large-cap companies. |
[added: Our common stock is listed on the NYSE under the symbol “AIZ.”] On February [removed: 8, 2018,] [added: 15, 2019,] there were approximately [removed: 185] [added: 205] registered holders of record of our common stock.
[removed: Please see] [added: See] Item 12 of this Report for information about securities authorized for issuance under our equity compensation plans.
| Period in [removed: 2017] [added: 2018] | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly [removed: Announced] [added: Announced Plans or] Programs (1) | | | Approximate Dollar Value of Shares that May Yet be [removed: Repurchased] [added: Purchased] Under the [added: Plans or] Programs (1) | | |
| (1) | Shares purchased pursuant to the November 14, 2016 publicly announced share repurchase authorization of up to $600.0 [added: million] of outstanding common stock. [added: On November 5, 2018, we publicly announced that the Board authorized us to repurchase up to an additional $600.0 million of outstanding common stock.] |
On January [removed: 19, 2018, our] [added: 18, 2019, the] Board [removed: of Directors] declared a quarterly dividend of [removed: $0.56] [added: $0.60] per common share payable on March [removed: 19, 2018] [added: 18, 2019] to [added: common] stockholders of record as of February [removed: 26, 2018.][added: 25, 2019 and a quarterly dividend of $1.625 per share of the Mandatory Convertible Preferred Stock payable on March 15, 2019 to preferred stockholders of record as of March 1, 2019.]
Any determination to pay future dividends will be at the discretion of [removed: our] [added: the] Board [removed: of Directors] and will be dependent [removed: upon:] [added: upon various factors including:] our subsidiaries’ payment of dividends [removed: and/or] [added: and] other statutorily permissible payments to us; our results of operations and cash flows; our financial [removed: position] [added: condition] and capital requirements; general business [removed: conditions;] [added: conditions and growth prospects;] any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factors [removed: our] [added: the] Board [removed: of Directors] deems relevant.
[removed: Assurant, Inc. is] [added: We are] a holding company and, therefore, [removed: its] [added: our] ability to pay dividends, [added: repurchase shares or debt,] service [removed: its] [added: our] debt and meet [removed: its] [added: our] other obligations depends primarily on the ability of [removed: its] [added: our] regulated U.S. domiciled insurance subsidiaries to pay dividends and make other statutorily permissible payments to [removed: the holding company.][added: us.]
See “Item 1A [removed: –] [added: *–*] Risk Factors [removed: –] [added: *–* Financial] Risks [removed: Relating to the Company – *The] [added: *–* *Our subsidiaries’] inability [removed: of our subsidiaries] to pay [added: us] sufficient dividends [removed: to the holding company] could prevent us from meeting our obligations and paying future stockholder dividends.*” For the [removed: calendar] year [removed: 2018,] [added: ending December 31, 2019,] the maximum amount of dividends our regulated U.S. domiciled insurance subsidiaries could pay [removed: us,] [added: us] under applicable laws and [removed: regulations] [added: regulations,] without prior regulatory approval, is approximately [removed: $300.0] [added: $353.3] million.
Dividends or returns of capital paid by our subsidiaries, net of infusions and excluding amounts used for acquisitions, was approximately [removed: $374.0] [added: $739.0] million [removed: in 2017.][added: for the year ended December 31, 2018.]
Payments of dividends on shares of common stock are subject to the preferential rights of [added: the Mandatory Convertible Preferred Stock and other] preferred stock that [removed: our] [added: the] Board [removed: of Directors] may create from time to time.
For more information regarding [added: the Credit Facility, the Subordinated Notes and] restrictions on the payment of dividends by us and our insurance subsidiaries, [removed: including those pursuant to the terms of our revolving credit facilities,] see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
In addition, [removed: our $450.0 million 2017 credit facility and $350.0 million term loan facility restrict] [added: the Credit Facility restricts] payments of dividends if an event of default under the [removed: facility] [added: Credit Facility] has occurred or if a proposed dividend payment would cause an event of default under the [removed: facility.][added: Credit Facility.]
| | Initial Investment at 12/31/13 | | | | TOTAL VALUES December 31, | | | | | | | | | | | | | | | | | | |
| Security / Index | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | | | | |
| Assurant, Inc. Common Stock | $ | 100.00 | | | $ | 104.75 | | | $ | 125.62 | | | $ | 148.42 | | | $ | 164.73 | | | $ | 149.67 | |
| S&P 500 Index | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | | |
| S&P 400 MidCap Index | 100.00 | | | | 109.77 | | | | 107.38 | | | | 129.65 | | | | 150.71 | | | | 134.01 | | |
| S&P 500 Multi-line Insurance Index* | 100.00 | | | | 104.77 | | | | 112.35 | | | | 123.89 | | | | 125.17 | | | | 94.58 | | |
| S&P 400 Multi-line Insurance Index* | 100.00 | | | | 109.37 | | | | 136.14 | | | | 170.03 | | | | 233.12 | | | | 207.13 | | |
| | | | | | ANNUAL RETURN PERCENTAGES Years Ended December 31, | | | | | | | | | | | | | | | | | | |
| Security / Index | | | | | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | |
Issuer Purchases of Equity Securities
| January 1 – January 31 | — | | | $ | — | | | — | | | $ | 293.4 | |
| February 1 – February 28 | — | | | — | | | | — | | | 293.4 | | |
| March 1 – March 31 | — | | | — | | | | — | | | 293.4 | | |
| Total first quarter | — | | | — | | | | — | | | 293.4 | | |
| April 1 – April 30 | — | | | — | | | | — | | | 293.4 | | |
| May 1 – May 31 | — | | | — | | | | — | | | 293.4 | | |
| June 1 – June 30 | — | | | — | | | | — | | | 293.4 | | |
| Total second quarter | — | | | — | | | | — | | | 293.4 | | |
| July 1 – July 31 | 281,010 | | | 107.28 | | | | 281,010 | | | 263.3 | | |
| August 1 – August 31 | 317,600 | | | 106.06 | | | | 317,600 | | | 229.6 | | |
| September 1 – September 30 | 185,000 | | | 104.52 | | | | 185,000 | | | 210.3 | | |
| Total third quarter | 783,610 | | | 106.13 | | | | 783,610 | | | 210.3 | | |
| October 1 – October 31 | 332,987 | | | 103.10 | | | | 332,987 | | | 176.0 | | |
| November 1 – November 30 | 105,086 | | | 98.31 | | | | 105,086 | | | 765.7 | | |
| December 1 – December 31 | 48,000 | | | 93.94 | | | | 48,000 | | | 761.2 | | |
| Total fourth quarter | 486,073 | | | 101.16 | | | | 486,073 | | | 761.2 | | |
| Total January 1 – December 31 | 1,269,683 | | | $ | 104.23 | | | 1,269,683 | | | $ | 761.2 | |
As of December 31, 2018, we had 2,875,000 shares of the Mandatory Convertible Preferred Stock issued and outstanding.
Further, if we defer the payment of interest on our Subordinated Notes, we generally may not make payments on our capital stock.
Securities Authorized for Issuance Under Equity Compensation Plans
| | Base Period 12/31/12 | | | | INDEXED VALUES Years Ending | | | | | | | | | | | | | | | | | | |
| Company / Index | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | | | 12/31/17 | | | | | | |
| Assurant, Inc. | $ | 100 | | | $ | 194.85 | | | $ | 204.10 | | | $ | 244.77 | | | $ | 289.19 | | | $ | 320.97 | |
| S&P 500 Index | 100 | | | | 132.39 | | | | 150.51 | | | | 155.59 | | | | 170.84 | | | | 208.14 | | |
| S&P 400 MidCap Index | 100 | | | | 133.50 | | | | 146.54 | | | | 143.35 | | | | 173.08 | | | | 201.20 | | |
| S&P 500 Multi-line Insurance Index* | 100 | | | | 147.90 | | | | 154.95 | | | | 166.17 | | | | 183.24 | | | | 185.13 | | |
| S&P 400 Multi-line Insurance Index* | 100 | | | | 138.21 | | | | 151.16 | | | | 188.15 | | | | 234.99 | | | | 322.19 | | |
| | | | | | ANNUAL RETURN PERCENTAGE Years Ending | | | | | | | | | | | | | | | | | | |
| Company / Index | | | | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | | | 12/31/17 | | |
Common Stock Price
Our common stock is listed on the NYSE under the symbol “AIZ.” The following table sets forth the high and low intraday sales prices per share of our common stock as reported by the NYSE and dividends per share of common stock declared by our Board of Directors for the periods indicated.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, 2017 | High | | | | Low | | | | Dividends | | |
| First Quarter | $ | 100.85 | | | $ | 90.45 | | | $ | 0.53 | |
| Second Quarter | $ | 105.30 | | | $ | 92.68 | | | $ | 0.53 | |
| Third Quarter | $ | 106.27 | | | $ | 87.74 | | | $ | 0.53 | |
| Fourth Quarter | $ | 101.80 | | | $ | 95.29 | | | $ | 0.56 | |
| Year Ended December 31, 2016 | High | | | | Low | | | | Dividends | | |
| First Quarter | $ | 81.31 | | | $ | 66.23 | | | $ | 0.50 | |
| Second Quarter | $ | 88.67 | | | $ | 77.09 | | | $ | 0.50 | |
| Third Quarter | $ | 92.25 | | | $ | 83.01 | | | $ | 0.50 | |
| Fourth Quarter | $ | 93.74 | | | $ | 78.72 | | | $ | 0.53 | |
Holders
The closing price of our common stock on the NYSE on February 8, 2018 was $85.16.
Shares Repurchased
| January 1 – January 31 | 378,136 | | | $ | 95.59 | | | 378,136 | | | $ | 646.8 | |
| February 1 – February 28 | 248,000 | | | 96.58 | | | | 248,000 | | | 622.8 | | |
| March 1 – March 31 | 457,000 | | | 97.80 | | | | 457,000 | | | 578.1 | | |
| Total first quarter | 1,083,136 | | | 96.75 | | | | 1,083,136 | | | 578.1 | | |
| April 1 – April 30 | 398,600 | | | 95.09 | | | | 398,600 | | | 540.3 | | |
| May 1 – May 31 | 375,900 | | | 100.73 | | | | 375,900 | | | 502.4 | | |
| June 1 – June 30 | 352,000 | | | 101.68 | | | | 352,000 | | | 466.6 | | |
| Total second quarter | 1,126,500 | | | 99.03 | | | | 1,126,500 | | | 466.6 | | |
| July 1 – July 31 | 246,821 | | | 105.11 | | | | 246,821 | | | 440.7 | | |
| August 1 – August 31 | 79,000 | | | 104.25 | | | | 79,000 | | | 432.4 | | |
| September 1 – September 30 | — | | | — | | | | — | | | 432.4 | | |
| Total third quarter | 325,821 | | | 104.90 | | | | 325,821 | | | 432.4 | | |
| October 1 – October 31 | — | | | — | | | | — | | | 432.4 | | |
| November 1 – November 30 | 639,415 | | | 99.05 | | | | 639,415 | | | 369.1 | | |
An excerpt. Shown here: all 22 rewritten, all 30 added and 40 of 46 removed. The counts are complete. For every sentence, read Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in the FY2018 filing and the FY2017 filing.
Item 6. Selected Financial Data
40 rewritten, 7 added, 2 removed, 24 unchanged
| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |
| Consolidated [removed: Statement] [added: Statements] of Operations Data: | | | | | | | | | | | | | | | | | | | |
| Net earned premiums (1) [removed: (2)] | $ | [removed: 4,404.1] [added: 6,156.9] | | | $ | [removed: 5,007.3] [added: 4,404.1] | | | $ | [removed: 8,351.0] [added: 5,007.3] | | | $ | [removed: 8,632.1] [added: 8,351.0] | | | $ | [removed: 7,759.8] [added: 8,632.1] | |
| Fees and other income | [removed: 1,383.1] [added: 1,308.1] | | | | [removed: 1,422.5] [added: 1,383.1] | | | | [removed: 1,303.5] [added: 1,422.5] | | | | [removed: 1,033.8] [added: 1,303.5] | | | | [removed: 586.7] [added: 1,033.8] | | |
| Net investment income | [removed: 493.8] [added: 598.4] | | | | [removed: 515.7] [added: 493.8] | | | | [removed: 626.2] [added: 515.7] | | | | [removed: 656.4] [added: 626.2] | | | | [removed: 650.3] [added: 656.4] | | |
| Net realized [added: (losses)] gains on investments [removed: (3)] [added: (2)] | [removed: 30.1] [added: (62.7] | | [added: )] | | [removed: 162.2] [added: 30.1] | | | | [removed: 31.8] [added: 162.2] | | | | [removed: 60.8] [added: 31.8] | | | | [removed: 34.5] [added: 60.8] | | |
| Amortization of deferred gains and gains on disposal of businesses | [added: 56.9 | | | |] 103.9 | | | | 394.5 | | | | 13.0 | | | | (1.5 | | ) | [removed: | 16.3 | | |]
| Gain on pension plan curtailment | — | | | | [removed: 29.6] [added: —] | | | | [removed: —] [added: 29.6] | | | | — | | | | — | | |
| Total revenues [added: (3)] | [removed: 6,415.0] [added: 8,057.6] | | | | [removed: 7,531.8] [added: 6,415.0] | | | | [removed: 10,325.5] [added: 7,531.8] | | | | [removed: 10,381.6] [added: 10,325.5] | | | | [removed: 9,047.6] [added: 10,381.6] | | |
| Policyholder benefits [added: (4)] | [removed: 1,870.6] [added: 2,342.6] | | | | [removed: 1,808.5] [added: 1,870.6] | | | | [removed: 4,742.5] [added: 1,808.5] | | | | [removed: 4,405.3] [added: 4,742.5] | | | | [removed: 3,675.5] [added: 4,405.3] | | |
| Amortization of deferred acquisition costs and value of businesses acquired | [removed: 1,340.0] [added: 2,300.8] | | | | [removed: 1,351.3] [added: 1,340.0] | | | | [removed: 1,402.6] [added: 1,351.3] | | | | [removed: 1,485.6] [added: 1,402.6] | | | | [removed: 1,470.3] [added: 1,485.6] | | |
| Underwriting, general and administrative expenses [removed: (2)] [added: (1)] | [removed: 2,710.4] [added: 2,980.4] | | | | [removed: 3,442.8] [added: 2,710.4] | | | | [removed: 3,924.1] [added: 3,442.8] | | | | [removed: 3,688.2] [added: 3,924.1] | | | | [removed: 3,034.4] [added: 3,688.2] | | |
| Interest expense | [removed: 49.5] [added: 100.3] | | | | [removed: 57.6] [added: 49.5] | | | | [removed: 55.1] [added: 57.6] | | | | [removed: 58.4] [added: 55.1] | | | | [removed: 77.7] [added: 58.4] | | |
| Loss on extinguishment of debt | — | | | | [removed: 23.0] [added: —] | | | | [removed: —] [added: 23.0] | | | | — | | | | — | | |
| Total benefits, losses and expenses [added: (3)] | [removed: 5,970.5] [added: 7,724.1] | | | | [removed: 6,683.2] [added: 5,970.5] | | | | [removed: 10,124.3] [added: 6,683.2] | | | | [removed: 9,637.5] [added: 10,124.3] | | | | [removed: 8,257.9] [added: 9,637.5] | | |
| Income before provision [added: (benefit)] for income taxes [removed: (4)] [added: (5)] | [removed: 444.5] [added: 333.5] | | | | [removed: 848.6] [added: 444.5] | | | | [removed: 201.2] [added: 848.6] | | | | [removed: 744.1] [added: 201.2] | | | | [removed: 789.7] [added: 744.1] | | |
| [removed: (Benefit) provision] [added: Provision (benefit)] for income taxes [removed: (5)] [added: (6)] | [added: 80.9 | | | |] (75.1 | | ) | | 283.2 | | | | 59.6 | | | | 273.2 | | | [removed: | 300.8 | | |]
| Net income | [removed: $] [added: 252.6] | [added: | | |] 519.6 | | | [removed: $] | 565.4 | | | [removed: $] | 141.6 | | | [removed: $] | 470.9 | | | [removed: $ | 488.9 | |]
| Earnings per [added: common] share: | | | | | | | | | | | | | | | | | | | |
| Basic | $ | [removed: 9.45] [added: 4.00] | | | $ | [removed: 9.23] [added: 9.45] | | | $ | [removed: 2.08] [added: 9.23] | | | $ | [removed: 6.52] [added: 2.08] | | | $ | [removed: 6.38] [added: 6.52] | |
| Diluted | $ | [removed: 9.39] [added: 3.98] | | | $ | [removed: 9.13] [added: 9.39] | | | $ | [removed: 2.05] [added: 9.13] | | | $ | [removed: 6.44] [added: 2.05] | | | $ | [removed: 6.30] [added: 6.44] | |
| Dividends per [added: common] share | $ | [removed: 2.15] [added: 2.28] | | | $ | [removed: 2.03] [added: 2.15] | | | $ | [removed: 1.37] [added: 2.03] | | | $ | [removed: 1.06] [added: 1.37] | | | $ | [removed: 0.96] [added: 1.06] | |
| Weighted average [added: common] shares outstanding used in basic per [added: common] share calculations | [removed: 54,986,654] [added: 59,239,608] | | | | [removed: 61,261,288] [added: 54,986,654] | | | | [removed: 68,163,825] [added: 61,261,288] | | | | [removed: 72,181,447] [added: 68,163,825] | | | | [removed: 76,648,688] [added: 72,181,447] | | |
| Plus: Dilutive securities | [removed: 324,378] [added: 305,916] | | | | [removed: 673,486] [added: 324,378] | | | | [removed: 853,384] [added: 673,486] | | | | [removed: 970,563] [added: 853,384] | | | | [removed: 1,006,076] [added: 970,563] | | |
| Weighted average [added: common] shares used in diluted per [added: common] share calculations | [removed: 55,311,032] [added: 59,545,524] | | | | [removed: 61,934,774] [added: 55,311,032] | | | | [removed: 69,017,209] [added: 61,934,774] | | | | [removed: 73,152,010] [added: 69,017,209] | | | | [removed: 77,654,764] [added: 73,152,010] | | |
| [removed: Selected Consolidated] [added: Consolidated] Balance [removed: Sheet] [added: Sheets] Data: | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents and [added: total] investments | $ | [removed: 12,550.3] [added: 14,657.9] | | | $ | [removed: 12,511.0] [added: 12,550.3] | | | $ | [removed: 14,283.1] [added: 12,511.0] | | | $ | [removed: 15,450.1] [added: 14,283.1] | | | $ | [removed: 15,961.2] [added: 15,450.1] | |
| Total assets | $ | [removed: 31,843.0] [added: 41,089.3] | | | $ | [removed: 29,709.1] [added: 31,843.0] | | | $ | [removed: 30,036.4] [added: 29,709.1] | | | $ | [removed: 31,554.9] [added: 30,036.4] | | | $ | [removed: 29,706.3] [added: 31,554.9] | |
| Policy liabilities [removed: (6)] [added: (7)] | $ | [removed: 21,218.2] [added: 27,702.6] | | | $ | [removed: 20,040.6] [added: 21,218.2] | | | $ | [removed: 19,787.1] [added: 20,040.6] | | | $ | [removed: 19,711.9] [added: 19,787.1] | | | $ | [removed: 18,698.6] [added: 19,711.9] | |
| Debt | $ | [removed: 1,068.2] [added: 2,006.0] | | | $ | [removed: 1,067.0] [added: 1,068.2] | | | $ | [removed: 1,164.7] [added: 1,067.0] | | | $ | [removed: 1,163.5] [added: 1,164.7] | | | $ | [removed: 1,629.7] [added: 1,163.5] | |
| Total Assurant, Inc. stockholders’ equity | $ | [removed: 4,270.6] [added: 5,112.0] | | | $ | [removed: 4,098.1] [added: 4,270.6] | | | $ | [removed: 4,524.0] [added: 4,098.1] | | | $ | [removed: 5,181.3] [added: 4,524.0] | | | $ | [removed: 4,833.5] [added: 5,181.3] | |
| Total book value per basic [added: common] share [removed: (7)] [added: (8)] | $ | [removed: 80.46] [added: 81.44] | | | $ | [removed: 72.33] [added: 80.46] | | | $ | [removed: 67.92] [added: 72.33] | | | $ | [removed: 73.73] [added: 67.92] | | | $ | [removed: 66.23] [added: 73.73] | |
| [removed: (1)] [added: (3)] | The [added: increase for the year ended December 31, 2018 reflects the acquisition of TWG on May 31, 2018. The] decline [removed: in] [added: for the year ended December 31,] 2016 primarily relates to the Assurant Health wind-down and the sale of our Assurant Employee Benefits segment. |
| [removed: (2)] [added: (1)] | Amounts [removed: in] [added: for the year ended December 31,] 2017 [removed: are lower] [added: decreased] due to a change in program structure impacting the accounting for revenues on a net instead of gross basis for a large client in [removed: global connected living.] [added: Connected Living.] The change in program structure had no impact on net income. |
| [removed: (3)] [added: (2)] | Included in net realized [added: (losses)] gains [added: on investments] are other-than-temporary [removed: impairments] [added: impairment losses] of [added: $0.6 million,] $0.9 million, $6.9 million, $5.0 million, [added: and] less than $0.1 million [removed: and $4.4 million] for [added: the years ended December 31, 2018,] 2017, 2016, 2015, [removed: 2014] and [removed: 2013,] [added: 2014,] respectively. |
| [removed: (4)] [added: (5)] | [removed: 2017] [added: The year ended December 31, 2018] includes [removed: $295.7] [added: $214.8] million of reportable catastrophes (reportable catastrophe losses, net of reinsurance and client profit sharing adjustments, and including reinstatement and other premiums), primarily related to Hurricanes [removed: Harvey, Irma] [added: Michael] and [removed: Maria.] [added: Florence and fires in California.] The comparable reportable catastrophes [removed: in] [added: for the years ended December 31, 2017,] 2016, [removed: 2015, 2014] [added: 2015] and [removed: 2013] [added: 2014] were [added: $295.7 million,] $157.4 million, $19.3 [removed: million, $18.5] million and [removed: $19.2] [added: $18.5] million, respectively. Reportable catastrophe losses include only [added: individual catastrophic events that generated losses to us in excess of $5.0 million, pre-tax.] |
[added: | (4) | The year ended December 31,] 2015 includes higher loss experience and adverse claim development on 2015 individual major medical policies associated with Assurant Health. [added: |]
| [removed: (5)] [added: (6)] | [added: The year ended December 31,] 2017 includes a $177.0 million one-time benefit from the reduction of net deferred tax liabilities following the enactment of the [removed: U.S. Tax Cuts and Jobs Act.] [added: TCJA.] The reduction [removed: in] [added: of] net deferred tax liabilities was recorded at the reportable segment level using our best estimate of deferred tax balances as of the December 22, 2017 enactment date. |
| [removed: (6)] [added: (7)] | Policy liabilities include future policy benefits and expenses, unearned premiums and claims and benefits payable. |
| [removed: (7)] [added: (8)] | Total [added: Assurant Inc.] stockholders’ equity divided by the basic [added: common] shares outstanding for [added: total] book value per basic [added: common] share calculation. At December 31, [added: 2018,] 2017, 2016, [removed: 2015, 2014,] [added: 2015] and [removed: 2013] [added: 2014] there were [added: 62,770,031,] 53,078,396, 56,660,642, 66,606,258, [removed: 70,276,896] and [removed: 72,982,023] [added: 70,276,896 common] shares, respectively, outstanding. |
| | (in millions except number of shares and per share amounts) | | | | | | | | | | | | | | | | | | |
| Less: Net income attributable to non-controlling interest | (1.6 | | ) | | — | | | | — | | | | — | | | | — | | |
| Net income attributable to stockholders | 251.0 | | | | 519.6 | | | | 565.4 | | | | 141.6 | | | | 470.9 | | |
| Less: Preferred stock dividends | (14.2 | | ) | | — | | | | — | | | | — | | | | — | | |
| Net income attributable to common stockholders | $ | 236.8 | | | $ | 519.6 | | | $ | 565.4 | | | $ | 141.6 | | | $ | 470.9 | |
| | |
| --- | --- |
individual catastrophic events that generated losses to the Company in excess of $5.0 million, pre-tax and net of reinsurance.
The decline in 2016 primarily relates to lower losses from Assurant Health and only two months of results of Assurant Employee Benefits prior to its sale on March 1, 2016.
Item 8. Financial Statements and Supplementary Data
1 rewritten, 0 added, 0 removed, 0 unchanged
The Consolidated Financial Statements and Financial Statement Schedules in Part IV, Item [removed: 15(a) 1] [added: 15(a)(1)] and [removed: 2] [added: (2)] of this Report are incorporated by reference into this Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
0 rewritten, 1 added, 1 removed, 0 unchanged
None.
There have been no disagreements with accountants on accounting and financial disclosure.
Item 9A. Controls and Procedures
9 rewritten, 8 added, 0 removed, 5 unchanged
[removed: The Company’s] [added: Our management, with the participation of our] Chief Executive Officer [added: (“CEO”)] and [removed: Chief Financial Officer have] [added: CFO, has] evaluated the effectiveness of [removed: the Company’s] [added: our] disclosure controls and procedures pursuant to Rule [removed: 13a-15(e)] [added: 13a-15(b)] or [removed: 15d-15(e)] [added: 15d-15(b)] under the [removed: Securities] Exchange Act [removed: of 1934,] as [removed: amended (the “Exchange Act”) as] of December 31, [removed: 2017.][added: 2018.]
[removed: They have] [added: Based on such evaluation, which excluded TWG as noted below, management, including our CEO and CFO, has] concluded that [removed: the Company’s] [added: as of December 31, 2018, our] disclosure controls and procedures [removed: are effective,] [added: were effective] and provide reasonable assurance that information [removed: the Company is] [added: we are] required to disclose in [removed: its] [added: our] reports under the Exchange Act is recorded, processed, summarized and reported [removed: accurately.][added: within the time periods specified by the SEC’s rules and forms.]
[removed: They] [added: Our CEO and CFO] also have concluded that [added: as of December 31, 2018,] information that [removed: the Company is] [added: we are] required to disclose [added: in our reports under the Exchange Act] is accumulated and communicated to [removed: the Company’s management] [added: our management, including our CEO and CFO,] as appropriate to allow timely decisions regarding required disclosure.
[removed: The] [added: Our] management [removed: of the Company] is responsible for establishing and maintaining adequate internal control over financial reporting for [removed: the Company] [added: us] as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act.
A company’s internal control over financial reporting [removed: is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. A company’s internal control over financial reporting] includes policies and procedures [removed: that] [added: that:] (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with [removed: accounting principles generally accepted in the U.S.,] [added: GAAP,] and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
[removed: The Company’s management assessed its] [added: Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our] internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] using criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management, including [removed: the Company’s Chief Executive Officer] [added: our CEO] and [removed: its Chief Financial Officer,] [added: CFO,] based on [removed: their] [added: its] evaluation of [removed: the Company’s] [added: our] internal control over financial [removed: reporting (as defined in Exchange Act Rule 13a-15(f) or 15d-15(f)), have] [added: reporting, has] concluded [removed: that the Company’s] [added: that, except as noted below, our] internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]
The effectiveness of [removed: the Company’s] [added: our] internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
There [removed: have been] [added: were] no changes in [removed: the Company’s] [added: our] internal control over financial reporting [removed: that occurred] during the [removed: Company’s fourth fiscal quarter in 2017] [added: quarterly period ended December 31, 2018] that have materially affected, or are reasonably likely to materially affect, [removed: the Company’s] [added: our] internal control over financial reporting.
On May 31, 2018, we completed our acquisition of TWG.
For the year ended December 31, 2018, TWG represented approximately 19% of consolidated revenues and 26% of net income attributable to common stockholders.
At December 31,
2018, TWG represented approximately 28% of total assets.
We are in the process of evaluating internal control over financial reporting for TWG and, accordingly, have excluded TWG from our evaluation of internal control over financial reporting for purposes of our evaluation of disclosure controls and procedures.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
As noted above, we are in the process of evaluating internal control over financial reporting for TWG and, accordingly, have excluded TWG from management’s annual report on internal control over financial reporting.
See “ – Evaluation of Disclosure Controls and Procedures” for additional information.
Item 10. Directors, Executive Officers and Corporate Governance
5 rewritten, 0 added, 0 removed, 0 unchanged
The information regarding executive officers in [removed: our upcoming 2018] [added: the 2019] Proxy Statement [removed: (“2018 Proxy Statement”)] under the caption “Executive Officers” is incorporated herein by reference.
The information regarding directors in [removed: the 2018] [added: our upcoming 2019] Proxy [removed: Statement,] [added: Statement (the “2019 Proxy Statement”)] under the caption [removed: "Proposal One-Election] [added: “Proposal One – Election] of [removed: Directors,”] [added: Directors”] is incorporated herein by reference.
The information regarding compliance with Section 16(a) of the Exchange Act in the [removed: 2018] [added: 2019] Proxy Statement, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.
The information regarding the Nominating and Corporate Governance Committee and the Audit Committee in the [removed: 2018] [added: 2019] Proxy Statement under the captions “Corporate [removed: Governance-Nominating] [added: Governance – Nominating] and Corporate Governance Committee” and “Corporate [removed: Governance-Audit] [added: Governance – Audit] Committee” is incorporated herein by reference.
The information regarding [removed: the Company’s] [added: our] Code of Ethics in the [removed: 2018] [added: 2019] Proxy [removed: Statement,] [added: Statement] under the caption [removed: "Corporate Governance-Code] [added: “Corporate Governance – General – Code] of [removed: Ethics".][added: Ethics” is incorporated herein by reference.]
Item 11. Executive Compensation
2 rewritten, 0 added, 0 removed, 0 unchanged
The information in the [removed: 2018] [added: 2019] Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive [removed: Officer] Compensation” and “Director Compensation” is incorporated herein by reference.
The information in the [removed: 2018] [added: 2019] Proxy Statement regarding the Compensation Committee under the captions [removed: “Compensation] [added: “Corporate Governance – Compensation] Committee,” [removed: “Compensation] [added: “Corporate Governance – Compensation] Committee Interlocks and Insider Participation” and “Compensation Committee Report” [removed: in “Corporate Governance”] is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the [removed: 2018] [added: 2019] Proxy Statement under the captions “Security Ownership of Certain Beneficial [removed: Owners” and] [added: Owners,”] “Security Ownership of Directors and Executive Officers” [added: and “Equity Compensation Plan Information”] is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the [removed: 2018] [added: 2019] Proxy Statement under the captions “Transactions with Related Persons” and [removed: “Director Independence” in] “Corporate [removed: Governance”] [added: Governance – Director Independence”] is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information in the [removed: 2018] [added: 2019] Proxy Statement under the caption [removed: “Fees] [added: “Audit Committee Matters – Fees] of Principal Accountants” [removed: in “Audit Committee Matters”] is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules
83 rewritten, 16 added, 10 removed, 11 unchanged
[added: (a)(1)] *Consolidated Financial Statements*
The following Consolidated Financial Statements of Assurant, [removed: Inc., incorporated by reference into Item 8,] [added: Inc.] are attached hereto:
| | [removed: Page(s)] [added: Page Number] |
| [Report of Independent Registered Public Accounting [removed: Firm](#s90DBF34263C55309BFF719C76B492972)] [added: Firm](#s1977E2325AD245BFDE79D1815843C5B7)] | [removed: [F-1](#s90DBF34263C55309BFF719C76B492972)] [added: [F-1](#s1977E2325AD245BFDE79D1815843C5B7)] |
| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sFCDC3E17FD50514CBFA6188D9FEFB945)] [added: 2017](#sB1BF586CE7A20AB47B68D1813C397F1B)] | [removed: [F-3](#sFCDC3E17FD50514CBFA6188D9FEFB945)] [added: [F-3](#sB1BF586CE7A20AB47B68D1813C397F1B)] |
| [Consolidated Statements of Operations For Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sCB2C9462B01F513B81B888681A7AAB82)] [added: 2016](#s4FD1D1A1A5B52D7EF22DD1813F03AC68)] | [removed: [F-4](#sCB2C9462B01F513B81B888681A7AAB82)] [added: [F-4](#s4FD1D1A1A5B52D7EF22DD1813F03AC68)] |
| [Consolidated Statements of Comprehensive Income For Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sB74F7BEB7F655DCC8BC89437C5186A6D)] [added: 2016](#s8FFDEDFB0A36934BEF42D1813C30AA1E)] | [removed: [F-5](#sB74F7BEB7F655DCC8BC89437C5186A6D)] [added: [F-5](#s8FFDEDFB0A36934BEF42D1813C30AA1E)] |
| [Consolidated Statements of Changes in Stockholders’ Equity For Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s2592126A10A453D6BABE0A825B80F163)] [added: 2016](#sA455F9D767F2C40FD243D1813E2714E4)] | [removed: [F-6](#s2592126A10A453D6BABE0A825B80F163)] [added: [F-6](#sA455F9D767F2C40FD243D1813E2714E4)] |
| [Consolidated Statements of Cash Flows For Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s9C8BFEDD072551AF954F24075A0CE3A3)] [added: 2016](#s26371588EA04D8282F6DD1813C054D66)] | [removed: [F-7](#s9C8BFEDD072551AF954F24075A0CE3A3)] [added: [F-7](#s26371588EA04D8282F6DD1813C054D66)] |
[added: (a)(2)] *Consolidated Financial Statement Schedules*
| [Schedule I – Summary of Investments [removed: other than] [added: Other Than] Investments in Related Parties as of December 31, [removed: 2017](#s3804166BBA8055DD9BA49F74E18BCE23)] [added: 2018](#s2FC9890D484366C79646D1813D306478)] | [removed: [F-75](#s3804166BBA8055DD9BA49F74E18BCE23)] [added: [F-86](#s2FC9890D484366C79646D1813D306478)] |
| [Schedule II – Parent Only Condensed Financial Statements as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] and [removed: For] [added: for] Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sDD807FAF7BEB5745B3C4F4F0D37A2B62)] [added: 2016](#s67BF5E26D228B51C4E47D1813C22DEF3)] | [removed: [F-76](#sDD807FAF7BEB5745B3C4F4F0D37A2B62)] [added: [F-88](#s67BF5E26D228B51C4E47D1813C22DEF3)] |
| [Schedule III – Supplementary Insurance Information [removed: For] [added: for] Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s3FB0094ECB05519296D6E4527396844F)] [added: 2016](#s9B6A23D0783E2D35A28AD1813EEDC45A)] | [removed: [F-81](#s3FB0094ECB05519296D6E4527396844F)] [added: [F-93](#s9B6A23D0783E2D35A28AD1813EEDC45A)] |
| [Schedule IV – Reinsurance [removed: For] [added: for] Years [removed: ended] [added: Ended] December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s9A78F3D416035D56B2DC67DF4291D105)] [added: 2016](#sE9010861670A5BC0FC7CD1813EAC8CAE)] | [removed: [F-82](#s9A78F3D416035D56B2DC67DF4291D105)] [added: [F-94](#sE9010861670A5BC0FC7CD1813EAC8CAE)] |
| [Schedule V – Valuation and Qualifying Accounts [removed: For] [added: for] Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s8A13E1B4FFF05BBAAB8591A0681BE75B)] [added: 2016](#sC89037D9AC19DE580380D1813C495AEF)] | [removed: [F-85](#s8A13E1B4FFF05BBAAB8591A0681BE75B)] [added: [F-95](#sC89037D9AC19DE580380D1813C495AEF)] |
| * | All other [added: financial statement] schedules are omitted because they are not [removed: applicable,] [added: applicable or] not [removed: required,] [added: required] or the information is included in the [removed: financial statements] [added: Consolidated Financial Statements] or the notes thereto. |
[added: (a)(3)] *Exhibits*
Pursuant to the rules and regulations of the SEC, [removed: the Company has] [added: we have] filed or incorporated by reference certain agreements as exhibits to this [removed: Annual Report on Form 10-K.][added: Report.]
These agreements may contain representations and warranties by the [removed: parties.][added: parties thereto.]
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 [removed: the Company’s] [added: our] 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 [removed: the Company’s] [added: our] actual state of affairs at the date hereof and should not be relied upon.
Exhibits are available upon request at the investor relations section of our website, located at *www.assurant.com.* [added: The information on our website is not a part of this Report and is not incorporated by reference into this Report.]
| Exhibit Number | [added: |] Exhibit Description |
| [2.1](http://www.sec.gov/Archives/edgar/data/1267238/000119312515316168/d77032dex21.htm) | [added: |] [Master Transaction Agreement, dated as of September 9, 2015, by and between Assurant, Inc. and Sun Life Assurance Company of Canada (incorporated by reference from Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, originally filed on September 10, 2015).](http://www.sec.gov/Archives/edgar/data/1267238/000119312515316168/d77032dex21.htm) |
| [2.2](http://www.sec.gov/Archives/edgar/data/1267238/000119312518006507/d501809dex21.htm) | [added: |] [Amended and Restated Agreement and Plan of Merger, dated as of January 8, 2018, by and among Assurant, Inc., TWG Holdings Limited, TWG Re, Ltd., Arbor Merger Sub, Inc. and Spartan Merger Sub, Ltd. (incorporated by reference from Exhibit 2.1 to the Registrant's Current Report on Form 8-K, originally filed on January 9, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000119312518006507/d501809dex21.htm) |
| [3.1](http://www.sec.gov/Archives/edgar/data/1267238/000119312517168584/d392723dex31.htm) | [added: |] [Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally filed on May 12, 2017).](http://www.sec.gov/Archives/edgar/data/1267238/000119312517168584/d392723dex31.htm) |
| [3.2](http://www.sec.gov/Archives/edgar/data/1267238/000119312517168584/d392723dex32.htm) | [added: |] [Amended and Restated By-Laws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, originally filed on May 12, 2017).](http://www.sec.gov/Archives/edgar/data/1267238/000119312517168584/d392723dex32.htm) |
| [4.1](http://www.sec.gov/Archives/edgar/data/1267238/000095012304000319/y90597a2exv4w1.txt) | [added: |] [Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-109984) and amendments thereto, originally filed on January 13, 2004).](http://www.sec.gov/Archives/edgar/data/1267238/000095012304000319/y90597a2exv4w1.txt) |
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1267238/000095012304003991/y95546exv10w27.txt)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1267238/000095012304003991/y95546exv10w27.txt)] | [added: |] [Senior Debt Indenture, dated as of February 18, 2004, between Assurant, Inc. and U.S. Bank National Association, successor to SunTrust Bank, as trustee (incorporated by reference from Exhibit 10.27 to the Registrant’s Form 10-K, originally filed on March 30, 2004).](http://www.sec.gov/Archives/edgar/data/1267238/000095012304003991/y95546exv10w27.txt) |
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1267238/000119312513132546/d513454dex41.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1267238/000119312513132546/d513454dex41.htm)] | [added: |] [Indenture, dated as of March 28, 2013, between Assurant, Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Registrant’s Form 8-K, originally filed on March 28, 2013).](http://www.sec.gov/Archives/edgar/data/1267238/000119312513132546/d513454dex41.htm) |
| [removed: 4.4] [added: 4.6] | [added: |] Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Registrant hereby agrees to furnish to the SEC, upon request, a copy of any other instrument defining the rights of holders of long-term debt of the Registrant and its subsidiaries. |
| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1267238/000119312518006507/d501809dex41.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1267238/000095010318003779/dp88500_ex0402.htm)] | [removed: [Form] [added: | [Subordinated Notes Indenture, dated as] of [removed: Stockholder Rights Agreement.] [added: March 27, 2018] (incorporated by reference from Exhibit [removed: 4.1] [added: 4.2] to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K, originally filed on [removed: January 9, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000119312518006507/d501809dex41.htm)] [added: March 27, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000095010318003779/dp88500_ex0402.htm)] |
| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1267238/000119312518006507/d501809dex42.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1267238/000119312518180353/d596665dex42.htm)] | [removed: [Form of Registration] [added: | [Registration] Rights [removed: Agreement.] [added: Agreement, dated as of May 31, 2018, by and among Assurant, Inc. and the stockholders party thereto] (incorporated by reference from Exhibit 4.2 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K, originally filed on [removed: January 9, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000119312518006507/d501809dex42.htm)] [added: May 31, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000119312518180353/d596665dex42.htm)] |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh106.htm)] [added: [10.38](http://www.sec.gov/Archives/edgar/data/1267238/000162828018010930/aiz-20180630ex101.htm)] | [added: |] [Assurant, Inc. Amended and Restated Directors Compensation Plan, effective as of May [removed: 13, 2016] [added: 11, 2018] (incorporated by reference [removed: from] [added: From] Exhibit [removed: 10.6] [added: 10.1] to the Registrant’s [added: Quarterly Report on] Form 10-Q, originally filed on August [removed: 2, 2016). *](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh106.htm)] [added: 9, 2018). *](http://www.sec.gov/Archives/edgar/data/1267238/000162828018010930/aiz-20180630ex101.htm)] |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1267238/000119312513067448/d475468dex102.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1267238/000119312513067448/d475468dex102.htm)] | [added: |] [Form of Assurant, Inc. Restricted Stock Unit Award Agreement for Time-based Awards for Directors, effective as of January 1, 2013 (incorporated by reference from Exhibit 10.2 to the Registrants Form 10-K, originally filed on February 20, 2013). *](http://www.sec.gov/Archives/edgar/data/1267238/000119312513067448/d475468dex102.htm) |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1267238/000119312513067448/d475468dex103.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1267238/000119312513067448/d475468dex103.htm)] | [added: |] [Form of Assurant, Inc. Restricted Stock Unit Award Agreement for Time-based Awards for Directors, effective as of January 1, 2013 (incorporated by reference from Exhibit 10.3 to the Registrants Form 10-K, originally filed on February 20, 2013). *](http://www.sec.gov/Archives/edgar/data/1267238/000119312513067448/d475468dex103.htm) |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1267238/000119312512075371/d257568dex1015.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1267238/000119312512075371/d257568dex1015.htm)] | [added: |] [Amended and Restated Assurant, Inc. Long Term Equity Incentive Plan, effective as of January 1, 2012 (incorporated by reference from Exhibit 10.15 to the Registrant’s Form 10-K, originally filed on February 23, 2012). *](http://www.sec.gov/Archives/edgar/data/1267238/000119312512075371/d257568dex1015.htm) |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1267238/000119312509054551/dex101.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1267238/000119312517168599/d383686dex101.htm)] | [added: |] [Form of Assurant, Inc. Restricted Stock Unit Award Agreement for Time-based Awards [added: for Directors,] under the [removed: Assurant,] [added: Assurant] Inc. [added: 2017] Long Term Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the [removed: Registrant’s] [added: Registrant's] Form [removed: 8-K,] [added: S-8,] originally filed on [removed: March 16, 2009). *](http://www.sec.gov/Archives/edgar/data/1267238/000119312509054551/dex101.htm)] [added: May 12, 2017). *](http://www.sec.gov/Archives/edgar/data/1267238/000119312517168599/d383686dex101.htm)] |
| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh102.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh102.htm)] | [added: |] [Form of Restricted Stock Unit Award Agreement for Time-based Awards under the Assurant, Inc. Long Term Equity Incentive Plan, dated May 10, 2016 (incorporated by reference from Exhibit 10.2 to the Registrant’s Form 10-Q, originally filed on August 2, 2016). *](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh102.htm) |
| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh104.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh104.htm)] | [added: |] [Restricted Stock Unit Award Agreement for Time-based Awards under the Assurant, Inc. Long Term Equity Incentive Plan, dated July 18, 2016, by and between Assurant, Inc. and Richard Dziadzio (incorporated by reference from Exhibit 10.4 to the Registrant’s Form 10-Q, originally filed on August 2, 2016). *](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh104.htm) |
| [Notes to the Consolidated Financial Statements](#s00736D8EA6B95998BF7DD18159C57F2E) | [F-8](#s00736D8EA6B95998BF7DD18159C57F2E) |
| | | |
| --- | --- | --- |
| | | |
| | | |
| --- | --- | --- |
| | | |
| [3.3](http://www.sec.gov/Archives/edgar/data/1267238/000095010318003236/dp87986_ex0301.htm) | | [Certificate of Designations of 6.50% Series D Mandatory Convertible Preferred Stock, filed with the Secretary of State of Delaware on March 12, 2018 (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally filed on March 12, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000095010318003236/dp87986_ex0301.htm) |
| [4.2](http://www.sec.gov/Archives/edgar/data/1267238/000095010318003236/dp87986_ex0301.htm) | | [Specimen Certificate of 6.50% Series D Mandatory Convertible Preferred Stock (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed on March 12, 2018).](http://www.sec.gov/Archives/edgar/data/1267238/000095010318003236/dp87986_ex0301.htm) |
| | | |
| --- | --- | --- |
| | | |
| | | |
| --- | --- | --- |
| | | |
| [10.40](https://www.sec.gov/Archives/edgar/data/1267238/000162828019001767/aiz12312018-ex1040.htm) | | [Separation Agreement, dated as of November 8, 2018, by and between Assurant, Inc. and Ajay Waghray. *](https://www.sec.gov/Archives/edgar/data/1267238/000162828019001767/aiz12312018-ex1040.htm) |
(a)1.
| | |
| --- | --- |
| [Notes to Consolidated Financial Statements-December 31, 2017, 2016 and 2015](#s9965E230CBF955ED8D33CE964746C5B9) | [F-8](#s9965E230CBF955ED8D33CE964746C5B9) |
(a)2.
(a)3.
| [10.42](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh101.htm) | [Employment Letter Agreement, dated March 8, 2016, by and between Assurant, Inc. and Ajay Waghray (incorporated by reference from Exhibit 10.1 to the Registrant's Form 10-Q, originally filed on August 2, 2016). *](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh101.htm) |
| [10.43](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh103.htm) | [Employment Letter Agreement, dated April 26, 2016, by and between Assurant, Inc. and Richard Dziadzio (incorporated by reference from Exhibit 10.3 to the Registrant's Form 10-Q, originally filed on August 2, 2016). *](http://www.sec.gov/Archives/edgar/data/1267238/000162828016018283/aiz-20160630exh103.htm) |
| [12.1](https://www.sec.gov/Archives/edgar/data/1267238/000162828018001695/aiz12312017-ex121.htm) | [Computation of Ratio of Consolidated Earnings to Fixed Charges as of December 31, 2017.](https://www.sec.gov/Archives/edgar/data/1267238/000162828018001695/aiz12312017-ex121.htm) |
| [12.2](https://www.sec.gov/Archives/edgar/data/1267238/000162828018001695/aiz12312017-ex122.htm) | [Computation of Other Ratios as of December 31, 2017.](https://www.sec.gov/Archives/edgar/data/1267238/000162828018001695/aiz12312017-ex122.htm) |
An excerpt. Shown here: 40 of 83 rewritten, all 16 added and all 10 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2018 filing and the FY2017 filing.
Item 16. Form 10-K Summary
1,161 rewritten, 910 added, 507 removed, 1,655 unchanged
Pursuant to the requirements of Section 13 or 15(d) 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 on February [removed: 14, 2018.][added: 22, 2019.]
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February [removed: 14, 2018.][added: 22, 2019.]
| /S/ RICHARD S. DZIADZIO | | Executive Vice [removed: President,] [added: President and] Chief Financial Officer [removed: and Treasurer] (Principal Financial Officer) |
We have audited the accompanying consolidated balance sheets of Assurant, Inc. and its subsidiaries [added: (the “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)2 (collectively referred to as the “consolidated financial statements”).
We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and [removed: expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]
As of December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]
| | [added: 2018 | | | |] 2017 | | | | 2016 | | |
| Fixed maturity securities available for sale, at fair value (amortized cost – [added: $10,834.0 and] $8,756.5 [removed: in 2017] [added: at December 31, 2018] and [removed: $8,870.8 in 2016)] [added: 2017, respectively)] | $ | [removed: 9,662.6] [added: 11,257.1] | | | $ | [removed: 9,572.1] [added: 9,662.6] | |
| Equity [removed: securities available for sale,] [added: securities,] at fair value (cost – [added: $361.6 and] $316.3 [removed: in 2017] [added: at December 31, 2018] and [removed: $381.8 in 2016)] [added: 2017, respectively)] | [removed: 368.0] [added: 378.8] | | | | [removed: 421.4] [added: 368.0] | | |
| Commercial mortgage loans on real estate, at amortized cost | [removed: 670.2] [added: 759.6] | | | | [removed: 624.0] [added: 670.2] | | |
| Short-term investments | [removed: 284.1] [added: 373.2] | | | | [removed: 227.7] [added: 284.1] | | |
| Other investments | [removed: 568.6] [added: 635.2] | | | | [removed: 633.8] [added: 568.6] | | |
| Total investments | [removed: 11,553.5] [added: 13,403.9] | | | | [removed: 11,479.0] [added: 11,553.5] | | |
| Cash and cash equivalents | [removed: 996.8] [added: 1,254.0] | | | | [removed: 1,032.0] [added: 996.8] | | |
| Premiums and accounts receivable, net | [removed: 1,237.3] [added: 1,643.5] | | | | [removed: 1,218.0] [added: 1,237.3] | | |
| Reinsurance recoverables | [removed: 9,790.2] [added: 9,166.0] | | | | [removed: 9,083.2] [added: 9,790.2] | | |
| Accrued investment income | [removed: 105.4] [added: 125.5] | | | | [removed: 110.1] [added: 105.4] | | |
| Deferred acquisition costs | [removed: 3,484.5] [added: 5,103.0] | | | | [removed: 3,267.4] [added: 3,484.5] | | |
| Property and equipment, at cost less accumulated depreciation | [removed: 347.6] [added: 392.5] | | | | [removed: 343.6] [added: 347.6] | | |
| Tax receivable | [removed: 126.3] [added: 36.3] | | | | [removed: 20.5] [added: 126.3] | | |
| Goodwill | [removed: 917.7] [added: 2,321.8] | | | | [removed: 830.9] [added: 917.7] | | |
| Value of business acquired | [removed: 24.4] [added: 3,157.8] | | | | [removed: 32.1] [added: 24.4] | | |
| Other intangible assets, net | [removed: 288.6] [added: 622.4] | | | | [removed: 240.3] [added: 288.6] | | |
| Other assets | [removed: 387.1] [added: 567.5] | | | | [removed: 359.7] [added: 387.1] | | |
| Assets held in separate accounts | [removed: 1,837.1] [added: 1,609.7] | | | | [removed: 1,692.3] [added: 1,837.1] | | |
| Assets of consolidated investment entities (1) | [removed: 746.5] [added: 1,685.4] | | | | [removed: —] [added: 746.5] | | |
| Total assets | $ | [removed: 31,843.0] [added: 41,089.3] | | | $ | [removed: 29,709.1] [added: 31,843.0] | |
| Future policy benefits and expenses | $ | [removed: 10,397.4] [added: 9,240.9] | | | $ | [removed: 10,112.9] [added: 10,397.4] | |
| Unearned premiums | [removed: 7,038.6] [added: 15,648.0] | | | | [removed: 6,626.5] [added: 7,038.6] | | |
| Claims and benefits payable | [removed: 3,782.2] [added: 2,813.7] | | | | [removed: 3,301.2] [added: 3,782.2] | | |
| Commissions payable | [removed: 365.1] [added: 338.6] | | | | [removed: 386.2] [added: 365.1] | | |
| Reinsurance balances payable | [removed: 145.3] [added: 330.9] | | | | [removed: 95.3] [added: 145.3] | | |
| Funds held under reinsurance | 179.8 | | | | [removed: 111.7] [added: 179.8] | | | [added: | 179.8 | | | | — | | | | — | | |]
| Deferred [removed: gain] [added: gains] on disposal of businesses | [removed: 128.1] [added: 53.1] | | | | [removed: 232.2] [added: 128.1] | | |
| Accounts payable and other liabilities | [removed: 2,046.3] [added: 2,187.4] | | | | [removed: 1,985.7] [added: 2,046.3] | | |
| Debt | [removed: 1,068.2] [added: 2,006.0] | | | | [removed: 1,067.0] [added: 1,068.2] | | |
| Eric Leathers | | |
| Peter McGoohan | | |
| * | | Director |
| * | | Director |
| | | |
| | | |
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded TWG Holdings Limited and its subsidiaries (as subsequently reorganized, “TWG”) from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018.
We have also excluded TWG from our audit of internal control over financial reporting.
TWG is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 28% and 19%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
February 22, 2019
| 6.50% Series D mandatory convertible preferred stock, par value $1.00 per share, 2,875,000 shares authorized, 2,875,000 issued and outstanding at December 31, 2018 | 2.9 | | | | — | | |
| | 2018 | | | | 2017 | | |
| Less: Net income attributable to non-controlling interest | (1.6 | | ) | | — | | | | — | | |
| Net income attributable to stockholders | 251.0 | | | | 519.6 | | | | 565.4 | | |
| Less: Preferred stock dividends | (14.2 | | ) | | — | | | | — | | |
| Net income attributable to common stockholders | $ | 236.8 | | | $ | 519.6 | | | $ | 565.4 | |
Years Ended December 31, 2018, 2017 and 2016
| Change in unrealized gains on derivative transactions, net of taxes of $(4.9) for the year ended December 31, 2018 | 18.4 | | | | — | | | | — | | |
| Less: Comprehensive income attributable to non-controlling interest | (1.6 | | ) | | — | | | | — | | |
| Total comprehensive (loss) income attributable to common stockholders | $ | (186.5 | ) | | $ | 659.0 | | | $ | 541.4 | |
Years Ended December 31, 2018, 2017 and 2016
| | (in millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock dividends ($2.03 per share) | — | | | | — | | | | — | | | | (125.4 | | ) | | — | | | | — | | | | — | | | | (125.4 | | ) |
| Common stock dividends ($2.15 per share) | — | | | | — | | | | — | | | | (119.0 | | ) | | — | | | | — | | | | — | | | | (119.0 | | ) |
| Cumulative effect of change in accounting principles, net of taxes (1) | — | | | | — | | | | — | | | | (40.6 | | ) | | 48.1 | | | | — | | | | — | | | | 7.5 | | |
| Common stock dividends ($2.28 per share) | — | | | | — | | | | — | | | | (133.8 | | ) | | — | | | | — | | | | — | | | | (133.8 | | ) |
| Net income | — | | | | — | | | | — | | | | 251.0 | | | | — | | | | — | | | | 1.6 | | | | 252.6 | | |
| Issuance of preferred stock | — | | | | 2.9 | | | | 273.5 | | | | — | | | | — | | | | — | | | | — | | | | 276.4 | | |
| Issuance of common stock | 0.1 | | | | — | | | | 975.4 | | | | — | | | | — | | | | — | | | | — | | | | 975.5 | | |
| Preferred stock dividends ($4.93 per share) | — | | | | — | | | | — | | | | (14.2 | | ) | | — | | | | — | | | | — | | | | (14.2 | | ) |
| Change in equity of non-controlling interest | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9.4 | | | | 9.4 | | |
| Balance, December 31, 2018 | $ | 1.6 | | | $ | 2.9 | | | $ | 4,495.6 | | | $ | 5,759.7 | | | $ | (155.4 | ) | | $ | (4,992.4 | ) | | $ | 21.9 | | | $ | 5,133.9 | |
| (1) | Amounts relate to: (i) the requirement to recognize the changes in fair value of equity securities directly within income (resulting in a reclassification of unrealized gains as of December 31, 2017 between accumulated other comprehensive income (“AOCI”) and retained earnings); (ii) the impact of adoption of the new revenue recognition standard for revenues from service contracts and sales of products; and (iii) the reclassification from AOCI to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act. See Note 2 for additional information. |
Years Ended December 31, 2018, 2017 and 2016
| Net income attributable to stockholders | $ | 251.0 | | | $ | 519.6 | | | $ | 565.4 | |
| Loss on extinguishment of debt | — | | | | — | | | | 23.0 | | |
| Net losses on sale of businesses | 21.9 | | | | — | | | | — | | |
| Change in other assets and other liabilities | (220.6 | | ) | | (27.9 | | ) | | (58.2 | | ) |
| Subsidiaries, net of cash transferred (5) | 60.6 | | | | — | | | | 873.9 | | |
February 14, 2018
Assurant, Inc.
| | December 31, | | |
| Assets | | | |
| Dividends per share | $ | 2.15 | | | $ | 2.03 | | | $ | 1.37 | |
| Balance, January 1, 2015 | $ | 1.5 | | | $ | 3,131.2 | | | $ | 4,809.3 | | | $ | 555.8 | | | $ | (3,316.5 | ) | | $ | — | | | $ | 5,181.3 | |
| Dividends | — | | | | — | | | | (94.2 | | ) | | — | | | | — | | | | — | | | | (94.2 | | ) |
| Dividends | — | | | | — | | | | (125.4 | | ) | | — | | | | — | | | | — | | | | (125.4 | | ) |
| Dividends | — | | | | — | | | | (119.0 | | ) | | — | | | | — | | | | — | | | | (119.0 | | ) |
| Change in inventory associated with mobile business | 7.4 | | | | 4.6 | | | | (27.3 | | ) |
| (3) | Represents items related to estimated receivables introduced by the Affordable Care Act associated with the runoff of the former Assurant Health business. |
| (4) | Includes charges and reserve activity associated with the premium deficiency reserve established for Assurant Health in 2015. |
| (6) | 2017 primarily includes the acquisition of Green Tree Insurance Agency, Inc. 2016 includes the sale of our Employee Benefits segment mainly through reinsurance transactions and supplemental and small group self-funded business; the acquisition of American Title and the purchase of renewal rights to the National Flood Insurance block of business of Nationwide Mutual Insurance Company and other immaterial subsidiaries. 2015 includes the sale of American Reliable Insurance Co. and certain assets related to our vehicle title administration services business and supplemental and small group self-funded businesses; the acquisition of certain other entities. |
Short-term investments include money market funds and short maturity investments.
increases.
When a decline in value is considered to be other-than-temporary for equity method investments, the carrying value of these investments is written down, or impaired, to fair value.
The Company considers cash on hand, all operating cash and working capital cash to be cash equivalents.
See Note 4 for further information on the impairment of long-lived assets related to the exit of the health insurance market.
We regularly assess whether any indicators of impairment exist.
In
Value of business acquired ("VOBA") included within intangibles asset representing the value of the insurance businesses acquired in an acquisition.
The amortization of VOBA is over the premium payment period for traditional life insurance policies.
For limited payment policies, preneed life insurance policies, universal life policies and annuities, the amortization of VOBA is over the expected life of the policies.
Many of these items are not directly quantifiable.
policy account balances.
Administrator obligor service contracts are sales in which the Company is designated as the obligor.
The Company recognizes and reports administration fees related to these contracts as earned on the same basis as the premium is recognized or on a straight-line pro-rata basis over the service contract period.
Restricted stock and restricted
Current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party.
Therefore, the Company is required to adopt the guidance on January 1, 2018.
Early adoption is permitted.
*Financial instruments measurement and classification*: 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.
Upon adoption, all common and preferred stocks will be measured at fair value through the income statement.
The measurement alternative will be applied on a prospective basis.
Upon adoption, the Company will record a cumulative adjustment to increase retained earnings by $33.9 million.
This entry represents a reclassification from AOCI of the unrealized gains on common and preferred stock as of the date of adoption.
An excerpt. Shown here: 40 of 1,161 rewritten, 40 of 910 added and 40 of 507 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2018 filing and the FY2017 filing.