UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20072008
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 033-37576
UNION SECURITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
IOWA | 81-0170040 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
6941 VISTA DRIVE WEST DES MOINES, IOWA | 50266 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (651) 361-4000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitiondefinitions of “accelerated filer,” “large accelerated filer” and large accelerated filer”“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of NovemberAugust 1, 2007,2008, there were 1,000,000 shares of common stock of the registrant outstanding, all of which are owned by Assurant, Inc.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONSINSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
UNION SECURITY INSURANCE COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20072008
Item Number | Page Number | Page Number | ||||||
PART I | ||||||||
PART I FINANCIAL INFORMATION | FINANCIAL INFORMATION | |||||||
1. | FINANCIAL STATEMENTS OF UNION SECURITY INSURANCE COMPANY | 2 | FINANCIAL STATEMENTS | |||||
Consolidated Balance Sheets at September 30, 2007 (Unaudited) and December 31, 2006 | 2 | 2 | ||||||
4 | 3 | |||||||
5 | 4 | |||||||
6 | 5 | |||||||
7 | 6 | |||||||
2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 | ||||
3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK * | 13 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK * | 18 | ||||
4. | CONTROLS AND PROCEDURES | 13 | ||||||
4T. | 18 | |||||||
PART II | ||||||||
PART II OTHER INFORMATION | OTHER INFORMATION | |||||||
1A. | RISK FACTORS | 13 | 19 | |||||
2. | UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS* | 13 | 19 | |||||
3. | DEFAULTS UPON SENIOR SECURITIES * | 13 | 19 | |||||
4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS * | 13 | 19 | |||||
5. | OTHER INFORMATION | 13 | 19 | |||||
6. | EXHIBITS | 13 | 19 | |||||
SIGNATURES | SIGNATURES | 15 | SIGNATURES | 20 |
* | Not required under reduced disclosure pursuant to General Instruction H(1) (a) and (b) of Form 10-Q |
Union Security Insurance Company
Consolidated Balance Sheets (unaudited)
At SeptemberJune 30, 2007 (Unaudited)2008 and December 31, 20062007
September 30, 2007 | December 31, 2006 | |||||
(in thousands except per share and share amounts) | ||||||
Assets | ||||||
Investments: | ||||||
Fixed maturities available for sale, at fair value (amortized cost - $2,671,768 in 2007 and $2,823,347 in 2006) | $ | 2,693,570 | $ | 2,915,346 | ||
Equity securities available for sale, at fair value (cost - $321,735 in 2007 and $316,087 in 2006) | 308,502 | 320,010 | ||||
Commercial mortgage loans on real estate at amortized cost | 802,662 | 750,283 | ||||
Policy loans | 7,718 | 7,840 | ||||
Short-term investments | 25,144 | 48,141 | ||||
Collateral held under securities lending | 306,321 | 176,937 | ||||
Other investments | 73,248 | 87,323 | ||||
Total investments | 4,217,165 | 4,305,880 | ||||
Cash and cash equivalents | 32,272 | 75,233 | ||||
Premiums and accounts receivable, net | 97,657 | 98,598 | ||||
Reinsurance recoverables | 1,310,078 | 1,303,620 | ||||
Due from affiliates | 1,820 | 19,306 | ||||
Accrued investment income | 49,083 | 46,332 | ||||
Deferred acquisition costs | 53,491 | 63,571 | ||||
Property and equipment, at cost less accumulated depreciation | 339 | 577 | ||||
Deferred income taxes, net | 68,741 | 41,267 | ||||
Goodwill | 156,817 | 156,817 | ||||
Value of business acquired | 23,761 | 26,667 | ||||
Other assets | 36,924 | 38,153 | ||||
Assets held in separate accounts | 3,021,676 | 3,020,811 | ||||
Total assets | $ | 9,069,824 | $ | 9,196,832 | ||
See the accompanying notes to the consolidated financial statements.
Union Security Insurance Company
Consolidated Balance Sheets
At September 30, 2007 (Unaudited) and December 31, 2006
September 30, 2007 | December 31, 2006 | June 30, 2008 | December 31, 2007 | ||||||||||
(in thousands except number of shares and per share amounts) | |||||||||||||
Assets | |||||||||||||
Investments: | |||||||||||||
Fixed maturity securities available for sale, at fair value (amortized cost - $2,470,880 in 2008 and $2,611,076 in 2007) | $ | 2,411,032 | $ | 2,654,969 | |||||||||
Equity securities available for sale, at fair value (cost - $293,512 in 2008 and $303,785 in 2007) | 255,061 | 268,672 | |||||||||||
Commercial mortgage loans on real estate, at amortized cost | 854,377 | 822,184 | |||||||||||
Policy loans | 14,432 | 12,346 | |||||||||||
Short-term investments | 75,029 | 44,092 | |||||||||||
Collateral held under securities lending | 180,906 | 240,049 | |||||||||||
Other Investments | 87,878 | 74,781 | |||||||||||
Total investments | 3,878,715 | 4,117,093 | |||||||||||
Cash and cash equivalents | 15,313 | 32,832 | |||||||||||
Premiums and accounts receivable, net | 71,229 | 106,229 | |||||||||||
Reinsurance recoverables | 1,331,401 | 1,307,646 | |||||||||||
Due from affiliates | 3,487 | 6,381 | |||||||||||
Accrued investment income | 41,824 | 42,352 | |||||||||||
Deferred acquisition costs | 50,234 | 50,575 | |||||||||||
Deferred income taxes, net | 98,422 | 60,624 | |||||||||||
Goodwill | 156,817 | 156,817 | |||||||||||
Value of business acquired | 23,208 | 22,816 | |||||||||||
Other assets | 32,715 | 36,676 | |||||||||||
Assets held in separate accounts | 2,405,416 | 2,867,617 | |||||||||||
Total assets | $ | 8,108,781 | $ | 8,807,658 | |||||||||
(in thousands except per share and share amounts) | |||||||||||||
Liabilities | |||||||||||||
Future policy benefits and expenses | $ | 2,697,161 | $ | 2,747,384 | $ | 2,700,825 | $ | 2,675,363 | |||||
Unearned premiums | 37,504 | 38,945 | 38,981 | 40,147 | |||||||||
Claims and benefits payable | 1,926,863 | 1,938,726 | 1,810,255 | 1,840,353 | |||||||||
Commissions payable | 14,328 | 16,188 | 11,824 | 15,507 | |||||||||
Reinsurance balances payable | 3,002 | 3,143 | 135 | 2,706 | |||||||||
Funds held under reinsurance | 114 | 107 | |||||||||||
Deferred gain on disposal of businesses | 140,480 | 158,155 | |||||||||||
Deferred gains on disposal of businesses | 124,267 | 134,607 | |||||||||||
Obligations under securities lending | 306,321 | 176,937 | 180,906 | 240,049 | |||||||||
Accounts payable and other liabilities | 108,019 | 134,466 | 188,147 | 208,809 | |||||||||
Income taxes payable | 11,236 | 62,706 | 7,011 | 1,459 | |||||||||
Liabilities related to separate accounts | 3,021,676 | 3,020,811 | 2,405,416 | 2,867,617 | |||||||||
Total liabilities | $ | 8,266,704 | $ | 8,297,568 | 7,467,767 | 8,026,617 | |||||||
Commitments and contingencies (Note 5) | |||||||||||||
Commitments and contingencies (Note 6) | |||||||||||||
Stockholder’s equity | |||||||||||||
Common stock, par value $5 per share, 1,000,000 shares authorized, issued, and outstanding | 5,000 | 5,000 | |||||||||||
Common stock, par value $5 per share, 1,000,000 shares authorized, issued and outstanding | 5,000 | 5,000 | |||||||||||
Additional paid-in capital | 545,635 | 545,635 | 445,635 | 545,635 | |||||||||
Retained earnings | 246,927 | 286,350 | 254,285 | 224,710 | |||||||||
Accumulated other comprehensive income | 5,558 | 62,279 | |||||||||||
Accumulated other comprehensive (loss) income | (63,906 | ) | 5,696 | ||||||||||
Total stockholder’s equity | 803,120 | 899,264 | 641,014 | 781,041 | |||||||||
Total liabilities and stockholder’s equity | $ | 9,069,824 | $ | 9,196,832 | $ | 8,108,781 | $ | 8,807,658 | |||||
See the accompanying notes to the consolidated financial statements.
Union Security Insurance Company
Consolidated Statements of Operations (Unaudited)(unaudited)
Three and NineSix Months Ended SeptemberJune 30, 20072008 and 20062007
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
2007 | 2006 | 2007 | 2006 | 2008 | 2007 | 2008 | 2007 | ||||||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||||||
Net earned premiums and other considerations | $ | 306,148 | $ | 327,733 | $ | 941,041 | $ | 1,047,378 | $ | 288,752 | $ | 303,483 | $ | 590,850 | $ | 634,893 | |||||||||||||||
Net investment income | 63,073 | 66,808 | 225,136 | 221,159 | 63,815 | 66,026 | 125,108 | 162,063 | |||||||||||||||||||||||
Net realized (losses) on investments | (6,305 | ) | (344 | ) | (5,959 | ) | (3,440 | ) | |||||||||||||||||||||||
Amortization of deferred gain on disposal of businesses | 5,892 | 6,802 | 17,675 | 20,406 | |||||||||||||||||||||||||||
Net realized (losses) gains on investments | (9,966 | ) | (1,885 | ) | (21,718 | ) | 346 | ||||||||||||||||||||||||
Amortization of deferred gains on disposal of businesses | 5,160 | 5,873 | 10,340 | 11,783 | |||||||||||||||||||||||||||
Fees and other income | 2,571 | 2,715 | 14,114 | 8,751 | 3,170 | 7,894 | 5,748 | 11,543 | |||||||||||||||||||||||
Total revenues | 371,379 | 403,714 | 1,192,007 | 1,294,254 | 350,931 | 381,391 | 710,328 | 820,628 | |||||||||||||||||||||||
Benefits, losses and expenses | |||||||||||||||||||||||||||||||
Policyholder benefits | 224,656 | 238,895 | 705,150 | 792,002 | 223,369 | 221,156 | 457,198 | 478,539 | |||||||||||||||||||||||
Amortization of deferred acquisition costs and value of business acquired | 11,085 | 10,889 | 32,451 | 36,141 | 11,840 | 11,230 | 23,292 | 21,366 | |||||||||||||||||||||||
Underwriting, general and administrative expenses | 93,875 | 103,441 | 283,870 | 319,402 | 85,955 | 95,866 | 177,423 | 191,950 | |||||||||||||||||||||||
Total benefits, losses and expenses | 329,616 | 353,225 | 1,021,471 | 1,147,545 | 321,164 | 328,252 | 657,913 | 691,855 | |||||||||||||||||||||||
Income before provision for income taxes | 41,763 | 50,489 | 170,536 | 146,709 | 29,767 | 53,139 | 52,415 | 128,773 | |||||||||||||||||||||||
Provision for income taxes | 13,946 | 15,064 | 47,841 | 48,255 | 12,301 | 6,310 | 20,110 | 33,895 | |||||||||||||||||||||||
Net income | $ | 27,817 | $ | 35,425 | $ | 122,695 | $ | 98,454 | $ | 17,466 | $ | 46,829 | $ | 32,305 | $ | 94,878 | |||||||||||||||
See the accompanying notes to the consolidated financial statements.
Union Security Insurance Company
Consolidated Statement of Changes in Stockholder’s Equity (Unaudited)(unaudited)
From December 31, 20062007 to SeptemberJune 30, 20072008
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total | ||||||||||||||
(in thousands) | ||||||||||||||||||
Balance, December 31, 2006 | $ | 5,000 | $ | 545,635 | $ | 286,350 | $ | 62,279 | $ | 899,264 | ||||||||
Dividends on common stock | — | — | (158,000 | ) | — | (158,000 | ) | |||||||||||
Cumulative effect of change in accounting principle (Note 3) | — | — | (4,118 | ) | — | (4,118 | ) | |||||||||||
Comprehensive income: | ||||||||||||||||||
Net income | — | — | 122,695 | — | 122,695 | |||||||||||||
Other comprehensive income: | ||||||||||||||||||
Net change in unrealized gains on securities | — | — | — | (56,781 | ) | (56,781 | ) | |||||||||||
Net change in foreign currency translation | — | — | — | 60 | 60 | |||||||||||||
Total other comprehensive (loss) | (56,721 | ) | ||||||||||||||||
Total comprehensive income | 65,974 | |||||||||||||||||
Balance, September 30, 2007 | $ | 5,000 | $ | 545,635 | $ | 246,927 | $ | 5,558 | $ | 803,120 | ||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||
(in thousands) | |||||||||||||||||||
Balance, December 31, 2007 | $ | 5,000 | $ | 545,635 | $ | 224,710 | $ | 5,696 | $ | 781,041 | |||||||||
Return of capital (Note 8) | — | (100,000 | ) | — | — | (100,000 | ) | ||||||||||||
Cumulative effect of change in accounting principle (Note 3) | — | — | (2,730 | ) | — | (2,730 | ) | ||||||||||||
Comprehensive income: | |||||||||||||||||||
Net income | — | — | 32,305 | — | 32,305 | ||||||||||||||
Other comprehensive loss: | |||||||||||||||||||
Net change in unrealized losses on securities, net of taxes | — | — | — | (69,602 | ) | (69,602 | ) | ||||||||||||
Total other comprehensive loss | (69,602 | ) | |||||||||||||||||
Total comprehensive loss | (37,297 | ) | |||||||||||||||||
Balance, June 30, 2008 | $ | 5,000 | $ | 445,635 | $ | 254,285 | $ | (63,906 | ) | $ | 641,014 | ||||||||
See the accompanying notes to the consolidated financial statements.
Union Security Insurance Company
Consolidated Statements of Cash Flows (Unaudited)(unaudited)
NineSix Months Ended SeptemberJune 30, 20072008 and 20062007
Nine Months Ended September 30, | Six Months Ended June 30, | |||||||||||||||
2007 | 2006 | 2008 | 2007 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Net cash (used in) provided by operating activities | $ | (12,955 | ) | $ | 38,667 | |||||||||||
Net cash provided by (used in) operating activities | $ | 31,237 | $ | (10,377 | ) | |||||||||||
Investing activities | ||||||||||||||||
Sales of: | ||||||||||||||||
Fixed maturities available for sale | 281,985 | 543,358 | ||||||||||||||
Fixed maturity securities available for sale | 254,302 | 214,095 | ||||||||||||||
Equity securities available for sale | 87,102 | 101,678 | 70,373 | 63,759 | ||||||||||||
Other invested assets | — | 13,576 | ||||||||||||||
Maturities, prepayments, and scheduled redemption of: | ||||||||||||||||
Fixed maturity securities available for sale | 52,444 | 151,814 | ||||||||||||||
Purchase of: | ||||||||||||||||
Fixed maturity securities available for sale | (178,713 | ) | (279,469 | ) | ||||||||||||
Equity securities available for sale | (68,874 | ) | (66,471 | ) | ||||||||||||
Property and equipment | — | 22 | 25 | — | ||||||||||||
Maturities, prepayments, and scheduled redemption of: | ||||||||||||||||
Fixed maturities available for sale | 182,553 | 109,078 | ||||||||||||||
Purchase of: | ||||||||||||||||
Fixed maturities available for sale | (313,156 | ) | (601,185 | ) | ||||||||||||
Equity securities available for sale | (95,305 | ) | (159,228 | ) | ||||||||||||
Other invested assets | — | (30,229 | ) | |||||||||||||
Change in other investments | 14,075 | — | (13,097 | ) | 12,354 | |||||||||||
Change in commercial mortgage loans on real estate | (52,379 | ) | (4,770 | ) | (32,193 | ) | (36,743 | ) | ||||||||
Change in short-term investments | 22,997 | 57,877 | (30,937 | ) | 24,493 | |||||||||||
Change in collateral held under securities lending | (129,384 | ) | 26,090 | 59,143 | (137,953 | ) | ||||||||||
Change in policy loans | 122 | 555 | (2,086 | ) | 8 | |||||||||||
Net cash (used in) provided by investing activities | (1,390 | ) | 56,822 | |||||||||||||
Net cash provided by (used in) investing activities | 110,387 | (54,113 | ) | |||||||||||||
Financing activities | ||||||||||||||||
Net cash received from transfer of Canadian operations | — | 65,894 | ||||||||||||||
Dividends paid | (158,000 | ) | (150,000 | ) | — | (115,000 | ) | |||||||||
Change in obligation under securities lending | 129,384 | (26,090 | ) | (59,143 | ) | 137,953 | ||||||||||
Contributed capital | — | 10 | ||||||||||||||
Return of capital | (100,000 | ) | — | |||||||||||||
Net cash (used in) financing activities | (28,616 | ) | (110,186 | ) | ||||||||||||
Net cash (used in) provided by financing activities | (159,143 | ) | 22,953 | |||||||||||||
Change in cash and cash equivalents | (42,961 | ) | (14,697 | ) | (17,519 | ) | (41,537 | ) | ||||||||
Cash and cash equivalents at beginning of period | 75,233 | 19,042 | 32,832 | 75,233 | ||||||||||||
Cash and cash equivalents at end of period | $ | 32,272 | $ | 4,345 | $ | 15,313 | $ | 33,696 | ||||||||
See the accompanying notes to the consolidated financial statements.
Union Security Insurance Company
Notes to the Consolidated Financial Statements (Unaudited)(unaudited)
Six Months Ended June 30, 2008 and 2007
(inIn thousands, except per share and share amounts)
1. | Nature of Operations |
Union Security Insurance Company (the “Company”) is a provider of life and health insurance products including group disability insurance, group dental insurance, group life insurance, small employer group health insurance and pre-funded funeral insurance.insurance (“preneed”). The Company is an indirect wholly-owned subsidiary of Assurant, Inc. (the “Parent”). The Parent’s common stock is traded on the New York Stock Exchange under the symbol AIZ.
The Company was redomesticated to Iowa from Minnesota in 2004. The Company distributes its products in all states except New York.
Effective December 31, 2006, International Dental Plans, Inc. (“IDP”), an indirect wholly-owned subsidiary of the Parent, was merged into the operations of the Company. Accordingly, all prior period amounts have been restated to conform to the 2007 presentation.
2. | Basis of Presentation |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for a fair statement of the consolidated financial statements have been included. Certain prior period amounts have been reclassified to conform to the 2007 presentation.
The unaudited interim consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the 2008 presentation.
The Company recorded an after-tax cumulative effect of change in accounting principle of $(2,730) on January 1, 2008, related to the adoption of Statement of Financial Accounting Standards (“FAS”) No. 157,Fair Value Measurements (“FAS 157”). The amount is reflected in the statement of changes in stockholder’s equity as required. See Notes 3 and 4 for further information regarding the adoption of FAS 157.
As part of our ongoing monitoring process, we regularly review our investment portfolio to ensure that investments that may be other-than-temporarily impaired are identified on a timely basis and that any impairment is charged against earnings in the proper period. We have reviewed these securities and recorded $6,942 and $21,268 of other-than-temporary impairments for the three and six months ended June 30, 2008. There were no other-than-temporary impairments for the three and six months ended June 30, 2007.
Operating results for the three and ninesix months ended SeptemberJune 30, 20072008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.2008. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.2007.
Union Security Insurance Company
Notes to the Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share and share amounts)
3. | Recent Accounting Pronouncements |
Recent Accounting Pronouncements – Adopted
On January 1, 2007, the Company adopted AICPA Statement of Position 05-1,Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts,(“SOP 05-1”). SOP 05-1 provides guidance on internal replacements of insurance and investment contracts. An internal replacement is a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract.
Union Security Insurance Company
Notes to the Consolidated Financial Statements (Unaudited)
Nine Months Ended September 30, 2007 and 2006
(in thousands, except per share and share amounts)
Modifications that result in a new contract that is substantially different from the replaced contract are accounted for as an extinguishment of the replaced contract, and the associated unamortized deferred acquisition cost (“DAC”), unearned revenue liabilities and deferred sales inducements from the replaced contract must be reported as an expense immediately. Modifications resulting in a new contract that is substantially the same as the replaced contract are accounted for as a continuation of the replaced contract. Prior to the adoption of the SOP 05-1, certain internal replacements that did not meet the new criteria were accounted for as continuations of the replaced contract. Therefore, the accounting policy for certain internal replacements has changed as a result of the adoption of this SOP. At adoption, the Company recognized a $4,118 decrease to deferred acquisition costs, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings.
On January 1, 2007,2008, the Company adopted FAS No. 155,Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 (“FAS 133”) and 140(“FAS 155”). This statement resolves issues addressed in FAS 133 Implementation Issue No. D1,Application of Statement 133 to Beneficial Interest in Securitized Financial Assets. FAS 155 (a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; (b) clarifies157 which interest-only strips and principal-only strips are not subject to the requirements of FAS 133; (c) establishes a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (e) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument. FAS 155 also requires presentation within the financial statements that identifies those hybrid financial instruments for which the fair value election has been applied and information on the income statement impact of the changes in fair value of those instruments. The adoption of FAS 155 did not have a material impact on the Company’s results of operations or financial condition.
On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109(“FIN 48”). There was no impact as a result of adoption on the Company’s January 1, 2007 retained earnings. At adoption, total unrecognized tax benefits were $50,251. Of the total unrecognized tax benefits, $44,217, if recognized, would impact the Company’s consolidated effective tax rate. The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2002. During 2007, the Company settled an appealed matter with the Internal Revenue Service, which resulted in a decrease to income tax expense of $8,695 and a decrease to tax related interest of $3,262. Substantially all state, local and non-U.S. income tax matters have been concluded for the years through 1999. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. At the date of adoption, the Company had $7,381 accrued for tax related interest and penalties on its Consolidated Balance Sheets.
Union Security Insurance Company
Notes to the Consolidated Financial Statements (Unaudited)
Nine Months Ended September 30, 2007 and 2006
(in thousands, except per share and share amounts)
Recent Accounting Pronouncements Outstanding
In September 2006, the Financial Accounting Standards Board (“FASB”) issued FAS No. 157,Fair Value Measurements(“FAS 157”). FAS 157 defines fair value, addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under GAAP, and expands disclosures about fair value measurements. FAS 157 is effectiveapplied prospectively for financial statements issuedassets and liabilities measured on a recurring basis as of January 1, 2008 except for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Therefore,certain financial assets that were measured at fair value using a transaction price. For these financial instruments, which the Company is required to adopthas, FAS 157 onrequires limited retrospective adoption and thus the difference between the fair values using a transaction price and the fair values using an exit price of the relevant financial instruments will be shown as a cumulative-effect adjustment to January 1, 2008. The2008 retained earnings. At adoption, the Company is currently evaluatingrecognized a $4,200 decrease to other assets, and a corresponding decrease of $2,730 (after-tax) to retained earnings. See Note 4 for further information regarding FAS 157.
On January 1, 2008, the requirements of FAS 157 and the potential impact on the Company’s consolidated financial position or results of operations.
In February 2007, the FASB issuedCompany adopted FAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities(“ (“FAS 159”). FAS 159 provides a choice to measure many financial instruments and certain other items at fair value on specified election dates and requires disclosures about the election of the fair value option. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company has chosen not to elect the fair value option for any financial or non-financial instruments as of the adoption date, thus the adoption of FAS 159 did not have an impact on the Company’s financial position or results of operations.
Recent Accounting Pronouncements – Not Yet Adopted
In December 2007, the Financial Accounting Standards Board (“FASB”) issued FAS No. 141R,Business Combinations(“FAS 141R”). FAS 141R replaces FAS No. 141,Business Combinations(“FAS 141”).FAS 141R retains the fundamental requirements in FAS 141 that the purchase method of accounting be used for all business combinations, that an acquirer be identified for each business combination and for goodwill to be recognized and measured as a residual. FAS 141R expands the definition of transactions and events that qualify as business combinations to all transactions and other events in which one entity obtains control over one or more other businesses. FAS 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. FAS 141R also increases the disclosure requirements for business combinations in the financial statements. FAS 141R is effective for fiscal yearsperiods beginning after NovemberDecember 15, 2007.2008. Therefore, the Company is required to adopt FAS 159141R on January 1, 2008.2009. The Company is currently evaluating the requirements of FAS 159141R and the potential impact on the Company’s consolidated financial position and results of operations.
In December 2007, the FASB issued FAS No. 160,Non—controlling Interest in Consolidated Financial Statements—an amendment of ARB No. 51(“FAS 160”). FAS 160
Union Security Insurance Company
Notes to the Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share and share amounts)
requires that a non-controlling interest in a subsidiary be separately reported within equity and the amount of consolidated net income attributable to the non-controlling interest be presented in the statement of operations. FAS 160 also calls for consistency in reporting changes in the parent’s ownership interest in a subsidiary and necessitates fair value measurement of any non-controlling equity investment retained in a deconsolidation. FAS 160 is effective for fiscal periods beginning after December 15, 2008. Therefore, the Company is required to adopt FAS 160 on January 1, 2009. The Company is currently evaluating the requirements of FAS 160 and the potential impact on the Company’s financial position and results of operations.
In February 2008, the FASB issued Financial Statement of Position FAS 157-2,Effective Date of FAS 157 (“FSP FAS 157-2”). FSP FAS 157-2 defers the effective date of FAS 157 for all non-financial assets and non-financial liabilities measured or disclosed at fair value in the financial statements on a non-recurring basis to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, which for the Company is January 1, 2009. The Company is currently evaluating the requirements of FAS 157 for its non-financial assets and non-financial liabilities measured on a non-recurring basis and the potential impact on the Company’s financial position and results of operations.
4. | Fair Value Measurements |
FAS 157 defines fair value, establishes a framework for measuring fair value, creates a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. FAS 157 defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with FAS 157, the Company has categorized its recurring basis financial assets and liabilities based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The FASB has deferred the effective date of FAS 157 until January 1, 2009 for non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis in accordance with FSP FAS 157-2.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The levels of the fair value hierarchy and its application to the Company’s financial assets and liabilities are described below:
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Financial assets and liabilities utilizing Level 1 inputs include certain U.S. mutual funds, money market funds, common stock and certain foreign securities.
Union Security Insurance Company
Notes to the Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share and share amounts)
Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly, for substantially the full term of the asset. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active and inputs other than quoted prices that are observable in the marketplace for the asset. The observable inputs are used in valuation models to calculate the fair value for the asset. Financial assets utilizing Level 2 inputs include corporate, municipal, foreign government and public utilities bonds, private placement bonds, U.S. Government and agency securities, mortgage and asset backed securities, preferred stocks and certain U.S. and foreign mutual funds.
Level 3 inputs are unobservable but are significant to the fair value measurement for the asset, and include situations where there is little, if any, market activity for the asset. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset. Financial assets utilizing Level 3 inputs include certain preferred stocks, corporate bonds and mortgage backed securities that were quoted by brokers and could not be corroborated by Level 2 inputs and derivatives.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
The following table presents the Company’s fair value hierarchy for those recurring basis assets and liabilities as of June 30, 2008:
June 30, 2008 | |||||||||||||
Financial Assets | Total | Level 1 | Level 2 | Level 3 | |||||||||
Fixed maturity securities | $ | 2,411,032 | $ | — | $ | 2,371,589 | $ | 39,443 | |||||
Equity securities | 255,061 | — | 247,022 | 8,039 | |||||||||
Short-term investments | 75,029 | 74,787 | 242 | — | |||||||||
Collateral held under securities lending | 166,743 | 23,081 | 143,662 | — | |||||||||
Cash equivalents | 6,750 | 6,750 | — | — | |||||||||
Other assets | 3,720 | — | — | 3,720 | |||||||||
Assets held in separate accounts | 2,403,091 | 2,326,914 | a | 76,177 | — | ||||||||
Total financial assets | $ | 5,321,426 | $ | 2,431,532 | $ | 2,838,692 | $ | 51,202 | |||||
a | Mainly includes mutual fund investments |
Union Security Insurance Company
Notes to the Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share and share amounts)
The following table summarizes the change in balance sheet carrying value associated with Level 3 financial assets carried at fair value during the three months ended June 30, 2008:
Total Level 3 Assets | Fixed Maturity Securities | Equity Securities | Other Assets | |||||||||||
Balance, beginning of quarter | $ | 45,295 | $ | 35,970 | $ | 6,640 | $ | 2,685 | ||||||
Total net gains (realized/unrealized) included in earnings | 1,079 | 44 | — | 1,035 | ||||||||||
Net unrealized gains or (losses) included in stockholder’s equity | (2,428 | ) | (2,437 | ) | 9 | — | ||||||||
Purchases, issuances, (sales) and (settlements) | 3,352 | 2,867 | 485 | — | ||||||||||
Net transfers in | 3,904 | 2,999 | 905 | — | ||||||||||
Balance, end of period | $ | 51,202 | $ | 39,443 | $ | 8,039 | $ | 3,720 | ||||||
The following table summarizes the change in balance sheet carrying value associated with Level 3 financial assets carried at fair value during the six months ended June 30, 2008:
Total Level 3 Assets | Fixed Maturity Securities | Equity Securities | Other Assets | ||||||||||||
Balance, beginning of year | $ | 67,436 | $ | 57,416 | $ | 7,585 | $ | 2,435 | |||||||
Total net gains (realized/unrealized) included in earnings | 1,363 | 78 | — | 1,285 | |||||||||||
Net unrealized losses included in stockholder’s equity | (4,190 | ) | (3,799 | ) | (391 | ) | — | ||||||||
Purchases, issuances, (sales) and (settlements) | 2,907 | 2,422 | 485 | — | |||||||||||
Net transfers in (out of) | (16,314 | ) | (16,674 | ) | 360 | — | |||||||||
Balance, end of period | $ | 51,202 | $ | 39,443 | $ | 8,039 | $ | 3,720 | |||||||
FAS 157 describes three different valuation techniques to be used in determining fair value for financial assets and liabilities: the market, income or cost approaches. The three valuation techniques described within FAS 157 are consistent with generally accepted valuation methodologies. The market approach valuation technique uses prices and other relevant information from market transactions involving identical or comparable assets or liabilities. When possible, quoted prices (unadjusted) in active markets are used as of the period-end date. Otherwise, valuation techniques consistent with the market approach including matrix pricing and comparables are used. Matrix pricing is a mathematical technique employed to value certain securities without relying exclusively on quoted prices for those securities but comparing those securities to benchmark or comparable securities. Comparables use market multiples, which might lie in ranges with a different multiple for each comparable.
Income approach valuation techniques convert future amounts, such as cash flows or earnings, to a single present amount, or a discounted amount. These techniques rely on current market expectations of future amounts as of the period-end date. Examples of income approach valuation techniques include present value techniques, option-pricing models, binomial or lattice models that incorporate present value techniques, and the multi-period excess earnings method.
Union Security Insurance Company
Notes to the Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share and share amounts)
Cost approach valuation techniques are based upon the amount that would be required to replace the service capacity of an asset at the period-end date, or the current replacement cost. That is, from the perspective of a market participant (seller), the price that would be received for the asset is determined based on the cost to a market participant (buyer) to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.
While all three approaches are not applicable to all financial assets or liabilities, where appropriate, one or more valuation technique may be used. For all the financial assets and liabilities included in the above hierarchy, excluding derivatives and private placement bonds, the market valuation technique is generally used. For private placement bonds and derivatives, the income valuation technique is generally used. For the period ended June 30, 2008, the application of valuation techniques applied to similar assets and liabilities has been consistent.
Level 2 valuations include observable market inputs. FAS 157 defines observable market inputs as the assumptions market participants would use in pricing the asset or liability developed on market data obtained from sources independent of the Company. The extent of the use of each observable market input for a security depends on the type of security and the market conditions at the balance sheet date. Depending on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or additional inputs may be necessary. The following observable market inputs, listed in the approximate order of priority, are utilized in the pricing evaluation of Level 2 securities: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Each security is evaluated based on relevant market information including: relevant credit information, perceived market movements and sector news. Valuation models can change period to period, depending on the appropriate observable inputs that are available at the balance sheet date to price a security.
The Company performs a monthly analysis to assess if the evaluated prices represent a reasonable estimate of their fair value. This process involves quantitative and qualitative analysis and is overseen by investment and accounting professionals. Examples of procedures performed include, but are not limited to, initial and on-going review of pricing methodologies, review of the evaluated prices, review of pricing statistics and trends, and comparison of prices for certain securities with two different appropriate price sources for reasonableness. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon available market data, the price of a security is adjusted accordingly.
5. | Retirement and Other Employee Benefits |
The Parent sponsors a defined benefit pension plan and certain other post retirement benefits covering employees and certain agents who meet eligibility requirements as to age and length of service. Pension costs allocated to the Company were $1,725$1,278 and $1,908$1,880 for the three months ended SeptemberJune 30, 20072008 and 2006,2007, respectively, and $5,176$2,628 and $5,724$3,450 for the ninesix months ended SeptemberJune 30, 20072008 and 2006,2007, respectively.
The Company participates in a contributory profit sharing plan, sponsored by the Parent, covering employees and certain agents who meet eligibility requirements as to age and length of
Union Security Insurance Company
Notes to the Consolidated Financial Statements (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share and share amounts)
service. The amounts expensed by the Company were $1,317$1,089 and $1,177$1,276 for the three months ended SeptemberJune 30, 20072008 and 2006,2007, respectively, and $4,513$3,337 and $4,454$3,196 for the ninesix months ended SeptemberJune 30, 20072008 and 2006,2007, respectively.
Commitments and Contingencies |
The Company is regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation and although no assurances can be given, the Company does not believe that any pending matter will have a material adverse effect, individually or in the aggregate, on the Company’s consolidated financial condition, or results of operations.
FINANCIAL INFORMATIONoperations or cash flows.
7. | Reinsurance Agreement |
On April 1, 2008, the Company and an affiliate, United Family Life Insurance Company (“UFLIC”) amended an existing Agreement of Reinsurance (“Agreement”) between the two companies. Under the terms of the amendment, UFLIC will cede to the Company 100% of its remaining reinsured liabilities, as defined in the Agreement, on a coinsurance basis. No gain or loss was recognized as a result of this amendment to the Agreement, and the Company paid a ceding fee of $8,159 to UFLIC.
8. | Return of capital |
Based on current operating lines of business, management determined the Company to be over capitalized. As a result, with the approval of the Iowa Insurance Division, on June 27, 2008, the Company returned $100,000 of contributed capital to its parent company, Interfinancial Inc.
Item 2. | Management’s Discussion And Analysis Of Financial Condition And Results Of Operations. |
(Dollar amounts in thousands.)thousands)
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)(“MD&A”) addresses the financial condition of Union Security Insurance Company and its subsidiaries (collectively, USIC or the Company) as of SeptemberJune 30, 2007,2008, compared with December 31, 2006,2007, and itsour results of operations for the three and ninesix months ended SeptemberJune 30, 2007, compared with the equivalent 2006 periods.2008 and 2007. This discussion should be read in conjunction with the Company’sour MD&A and annual audited financial statements as of December 31, 20062007 included in the Company’sour Annual Report on Form 10-K for the year ended December 31, 20062007 filed with the U.S. Securities and Exchange Commission (hereafter referred to as the Company’s 20062007 Form 10-K) and the June 30, 2008 unaudited interim consolidated financial statements and related notes included elsewhere in this Form 10-Q.
Some of the statements included in this MD&A and elsewhere in this report, may containparticularly those anticipating future financial performance, business prospects, growth and operating strategies and similar matters, are forward-looking statements which reflect our current views with respect to, among other things, future eventsthat involve a number of risks and financial performance.uncertainties. You can identify these forward-looking statements by the fact that they may use of forward-looking words such as “outlook,“will,” “believes,“may,” “anticipates,” “expects,” “potential,“estimates,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,“projects,” “intends,” “plans,” “estimates,“believes,” “anticipates”“targets,” “forecasts,” “potential,” “approximately,” or the negative version of those words orand other comparable words.words and terms with a similar meaning. Any forward-lookingforward looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. SuchOur actual results might differ materially from those projected in the forward-looking statements are subjectstatements. The Company undertakes no obligation to various risks and uncertainties. Accordingly, there arepublicly update or will be importantreview any forward-looking statement, whether as a result of new information, future events or other developments.
In addition to the factors thatdescribed in the section below entitled “Critical Factors Affecting Results,” the following risk factors could cause our actual results to differ materially from those indicatedcurrently estimated by management: (i) failure to maintain significant client relationships, distribution sources and contractual arrangements; (ii) failure to attract and retain sales representatives; (iii) general global economic, financial market and political conditions (including fluctuations in this report. We believe that these factors include but are not limitedinterest rates, mortgage rates, monetary policies and inflationary pressure); (iv) inadequacy of reserves established for future claims losses; (v) failure to those described under the subsection entitled “Risk Factors”predict or manage benefits, claims and other costs; (vi) diminished value of invested assets in our 2006 Form 10-K.investment portfolio (due to, among other things, credit and liquidity risk, environmental liability exposure and inability to target an appropriate overall risk level); (vii) losses due to natural and man-made catastrophes; (viii) unavailability, inadequacy and unaffordable pricing of reinsurance coverage; (ix) inability of reinsurers to meet their obligations; (x) insolvency of third parties to whom we have sold or may sell businesses through reinsurance or modified co-insurance; (xi) credit risk of some of our agents in Assurant Specialty Property and Solutions; (xii) a further decline in the manufactured housing industry; (xiii) a decline in our credit or financial strength ratings; (xiv) failure to effectively maintain and modernize our information systems; (xv) failure to protect client information and privacy; (xvi) failure to find and integrate suitable acquisitions and new insurance ventures; (xvii) inability of our subsidiaries to pay sufficient dividends; (xviii) failure to provide for succession of senior management and key executives; (xix) negative publicity and impact on our business due to unfavorable outcomes in litigation and regulatory
investigations (including the potential impact on our reputation and business of a negative outcome in the ongoing SEC investigation); (xx) significant competitive pressures in our businesses and cyclicality of the insurance industry: (xxi) current or new laws and regulations that could increase our costs or limit our growth. These risk factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether asFor a resultmore detailed discussion of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or ifthe risk factors that could affect our underlying assumptions prove to be incorrect, actual results, may vary materially from what we projected. Any forward-looking statements you readplease refer to the subsection entitled “Risk Factors” in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity.2007 Annual Report on Form 10-K.
Critical Factors Affecting Results
Our results depend on the adequacy of our product pricing, underwriting and the accuracy of our methodology for the establishment of reserves for future policyholder benefits and claims, returns on invested assets and our ability to manage our expenses. Therefore, factors affecting these items may have a material adverse effect on our results of operations or financial condition.
Critical Accounting Policies and Estimates
Our 20062007 Form 10-K described the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies and estimates described in the 20062007 Form 10-K were consistently applied to the unauditedconsolidated interim consolidated financial statements for the three and ninesix months ended SeptemberJune 30, 2007.2008.
Recent Accounting Pronouncements
Recent Accounting Pronouncements – Adopted
On January 1, 2008, the Company adopted FAS 157 which defines fair value, addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under GAAP, and expands disclosures about fair value measurements. FAS 157 is applied prospectively for financial assets and liabilities measured on a recurring basis as of January 1, 2008 except for certain financial assets that were measured at fair value using a transaction price. For these financial instruments, which the Company has, FAS 157 requires limited retrospective adoption and thus the difference between the fair values using a transaction price and the fair values using an exit price of the relevant financial instruments will be shown as a cumulative-effect adjustment to January 1, 2008 retained earnings. At adoption, the Company recognized a $4,200 decrease to other assets, and a corresponding decrease of $2,730 (after-tax) to retained earnings. See Note 4 for further information regarding FAS 157.
On January 1, 2008, the Company adopted FAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (“FAS 159”). FAS 159 provides a choice to measure many financial instruments and certain other items at fair value on specified election dates and requires disclosures about the election of the fair value option. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company has chosen not to elect the fair value option for any financial or non-financial instruments as of the adoption date, thus the adoption of FAS 159 did not have an impact on the Company’s financial position or results of operations.
Recent Accounting Pronouncements – Not Yet Adopted
In December 2007, the Financial Accounting Standards Board (“FASB”) issued FAS No. 141R,Business Combinations(“FAS 141R”). FAS 141R replaces FAS No. 141,Business Combinations(“FAS 141”).FAS 141R retains the fundamental requirements in FAS 141 that the purchase method of accounting be used for all business combinations, that an acquirer be identified for each business combination and for goodwill to be recognized and measured as a residual. FAS 141R expands the definition of transactions and events that qualify as business combinations to all transactions and other events in which one entity obtains control over one or more other businesses. FAS 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. FAS 141R also increases the disclosure requirements for business combinations in the financial statements. FAS 141R is effective for fiscal periods beginning after December 15, 2008. Therefore, the Company is required to adopt FAS 141R on January 1, 2009. The Company is currently evaluating the requirements of FAS 141R and the potential impact on the Company’s financial position and results of operations.
In December 2007, the FASB issued FAS No. 160,Non—controlling Interest in Consolidated Financial Statements—an amendment of ARB No. 51(“FAS 160”). FAS 160 requires that a non-controlling interest in a subsidiary be separately reported within equity and the amount of consolidated net income attributable to the non-controlling interest be presented in the statement of operations. FAS 160 also calls for consistency in reporting changes in the parent’s ownership interest in a subsidiary and necessitates fair value measurement of any non-controlling equity investment retained in a deconsolidation. FAS 160 is effective for fiscal periods beginning after December 15, 2008. Therefore, the Company is required to adopt FAS 160 on January 1, 2009. The Company is currently evaluating the requirements of FAS 160 and the potential impact on the Company’s financial position and results of operations.
In February 2008, the FASB issued Financial Statement Footnote 3.of Position FAS 157-2,Effective Date of FAS 157 (“FSP FAS 157-2”). FSP FAS 157-2 defers the effective date of FAS 157 for all non-financial assets and non-financial liabilities measured or disclosed at fair value in the financial statements on a non-recurring basis to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, which for the Company is January 1, 2009. The Company is currently evaluating the requirements of FAS 157 for its non-financial assets and non-financial liabilities measured on a non-recurring basis and the potential impact on the Company’s financial position and results of operations.
The tables below present information regarding our consolidated results of operations:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
(in thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
Net earned premiums and other considerations | $ | 306,148 | $ | 327,733 | $ | 941,041 | $ | 1,047,378 | ||||||||
Net investment income | 63,073 | 66,808 | 225,136 | 221,159 | ||||||||||||
Net realized (losses) on investments | (6,305 | ) | (344 | ) | (5,959 | ) | (3,440 | ) | ||||||||
Amortization of deferred gains on disposal of businesses | 5,892 | 6,802 | 17,675 | 20,406 | ||||||||||||
Fees and other income | 2,571 | 2,715 | 14,114 | 8,751 | ||||||||||||
Total revenues | 371,379 | 403,714 | 1,192,007 | 1,294,254 | ||||||||||||
Benefits, losses and expenses: | ||||||||||||||||
Policyholder benefits | (224,656 | ) | (238,895 | ) | (705,150 | ) | (792,002 | ) | ||||||||
Selling, underwriting and general expenses (1) | (104,960 | ) | (114,330 | ) | (316,321 | ) | (355,543 | ) | ||||||||
Total benefits, losses and expenses | (329,616 | ) | (353,225 | ) | (1,021,471 | ) | (1,147,545 | ) | ||||||||
Income before income tax expense | 41,763 | 50,489 | 170,536 | 146,709 | ||||||||||||
Income tax expense | (13,946 | ) | (15,064 | ) | (47,841 | ) | (48,255 | ) | ||||||||
Net income | $ | 27,817 | $ | 35,425 | $ | 122,695 | $ | 98,454 | ||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2008 | 2007 | 2008 | 2007 | ||||||||||||
(in thousands) | |||||||||||||||
Revenues: | |||||||||||||||
Net earned premiums and other considerations | $ | 288,752 | $ | 303,483 | $ | 590,850 | $ | 634,893 | |||||||
Net investment income | 63,815 | 66,026 | 125,108 | 162,063 | |||||||||||
Net realized (losses) gains on investments | (9,966 | ) | (1,885 | ) | (21,718 | ) | 346 | ||||||||
Amortization of deferred gains on disposal of businesses | 5,160 | 5,873 | 10,340 | 11,783 | |||||||||||
Fees and other income | 3,170 | 7,894 | 5,748 | 11,543 | |||||||||||
Total revenues | 350,931 | 381,391 | 710,328 | 820,628 | |||||||||||
Benefits, losses and expenses: | |||||||||||||||
Policyholder benefits | 223,369 | 221,156 | 457,198 | 478,539 | |||||||||||
Selling, underwriting and general expenses (1) | 97,795 | 107,096 | 200,715 | 213,316 | |||||||||||
Total benefits, losses and expenses | 321,164 | 328,252 | 657,913 | 691,855 | |||||||||||
Income before provision for income taxes | 29,767 | 53,139 | 52,415 | 128,773 | |||||||||||
Provision for income taxes | 12,301 | 6,310 | 20,110 | 33,895 | |||||||||||
Net income | $ | 17,466 | $ | 46,829 | $ | 32,305 | $ | 94,878 | |||||||
(1) | Includes amortization of deferred acquisition costs and value of business acquired and underwriting, general and administrative expenses. |
The following discussion provides a high level analysis of the consolidated results for three and six months ended June 30, 2008 (“Second Quarter 2008” and “Six Months 2008”, respectively) and three and six months ended June 30, 2007 (“Second Quarter 2007” and “Six Months 2007”, respectively). Please see the discussion that follows for a more detailed analysis of the fluctuations.
For The Three Months Ended SeptemberJune 30, 20072008 Compared to The Three Months Ended SeptemberJune 30, 2006.2007.
Net Income
Net income decreased $7,608,$29,363, or 21%63%, to $27,817$17,466 for Second Quarter 2008 from $46,829 for Second Quarter 2007. The decrease in net income is primarily due to a reduction of $11,975 in Second Quarter 2007 provision for income taxes due to a reduction in certain tax contingencies associated with a favorable tax settlement. Also contributing to the three months ended September 30, 2007 from $35,425 for the three months ended September 30, 2006. This decrease was attributable to less favorable experienceis a decrease in our group life businessnet investment income driven by lower than average invested assets and an increase in net realized losses on investments of $3,875, (after-tax) due to an increasethe write-down of other-than-temporary impairments in other than temporarySecond Quarter 2008 of $4,074 (after-tax). Second Quarter 2007 had no write-downs of other-than-temporary impairments. Also contributingThe remaining decrease is attributable to the decrease in net income was an increase in the effective income tax rate, as the prior quarter received a greater tax benefit from the dividend received deduction.less favorable group disability experience and less favorable group dental experience.
Total Revenues
Total revenues decreased $32,335,$30,460, or 8%, to $371,379$350,931 for the three months ended September 30, 2007Second Quarter 2008 from $403,714$381,391 for the three months ended September 30, 2006. This decrease is primarily due to a decrease in net earned premiums and other considerations of $21,585 and an increase in net realized losses on investments of $5,961.Second Quarter 2007. Net earned premiums and other considerations decreased $14,731, primarily due to a decline in our small employer group health business, as a resultdecrease in disability net earned premiums due to the transfer of a closed block of business and lower sales and membership, declinesnet earned premiums in group life. Net realized losses on investments increased due to other-than-temporary impairments in our group disabilityinvestment portfolio of $6,942, net investment income declined due to lower average invested assets and group life businesses resulting fromfees and other income decreased due to contract settlement fee income recorded in the continuing implementation of the business’ small case strategy and adherence to pricing discipline. Also contributingprior year related to the decreasesale of marketing rights for our Independent – U.S. channel prefunded funeral business. These were partially offset by an increase in net earned premiums and other considerations was the sale of the Independent–U.S. distribution channel in our pre-funded funeral (“preneed”) business and the loss of a client in our accidental death and dismemberment (“AD&D”)group dental business. Net realized losses increased primarily due to an increase in other than temporary impairments.
Total Benefits, Losses and Expenses
Total benefits, losses and expenses decreased $23,609,$7,088, or 7%2%, to $329,616$321,164 for the three months ended September 30, 2007Second Quarter 2008 from $353,225$328,252 for the three months ended September 30, 2006. ThisSecond Quarter 2007. The decrease is primarily due to a decline in our small employer group health business, a decrease in disability policyholder benefits due to the transfer of a closed block of business and selling, underwriting and general expenses decreasing $14,239 and $9,370, respectively. The decrease in policyholder benefits is driven by favorable experiencea decline in our group disability and group dental businesses,prefunded funeral business due to run-off of closed blocks of business. These decreases are partially offset by less favorable group lifedisability experience relative to the prior year. Policyholder benefits and selling, underwriting and general
expenses also decreased due to the sale of our Independent – U.S. distribution channel in our preneed business, the loss of a client in our AD&D business and lower sales and renewals in our small employerless favorable group health business.dental experience.
Income Tax ExpenseTaxes
Income tax expense decreased by $1,118,taxes increased $5,991, or 7%95%, to $13,946$12,301 for the three months ended September 30, 2007Second Quarter 2008 from $15,064$6,310 for the three months ended September 30, 2006.Second Quarter 2007. The effectivechange in income tax rate in the current quarter increased compared with the comparable 2006 periodtaxes is not proportionate to pretax income primarily due to a greaterreduction of $11,975 in Second Quarter 2007 provision for income taxes due to a reduction in certain tax benefit received from the dividend received deduction in 2006.contingencies associated with a favorable tax settlement.
For The NineSix Months Ended SeptemberJune 30, 20072008 Compared to The NineSix Months Ended SeptemberJune 30, 2006.2007.
Net Income
Net income increased $24,241,decreased $62,573, or 25%66%, to $122,695$32,305 for the nine months ended September 30, 2007Six Months 2008 from $98,454$94,878 for the nine months ended September 30, 2006. This increaseSix Months 2007. The decrease in net income is primarily due to favorable group disability experience, an increasea decrease in net investment income of $22,775 (after-tax), of which $19,600 (after-tax) is from real estate joint venture partnerships and an increase in feesthe remaining is mainly due to lower average invested assets and othera reduction of $10,828 for Six Months 2007 provision for income related to the sale of the Independent – U.S. distribution channel in our pre-funded funeral business. Net income also increasedtaxes due to a reduction of our income tax expense due to lowerin certain tax contingencies associated with a favorable tax settlement. These increasesAlso contributing to the decrease is an increase in net income were partially offset byrealized losses on investments due to the write-down of other-than-temporary impairments for Six Months 2008 of $13,116 (after-tax). Six Months 2007 had no write-downs of other-than-temporary impairments. The remaining decrease is attributable to less favorable group disability experience and less favorable group dental experience.
Total Revenues
Total revenues decreased $110,300, or 13%, to $710,328 for Six Months 2008 from $820,628 for Six Months 2007. Net earned premiums decreased $44,043, primarily due to a decline in our small employer group health and group dental businesses.business, a decrease in disability net earned premiums
Total Revenues
Total revenues decreased $102,247, or 8%, to $1,192,007 for the nine months ended September 30, 2007 from $1,294,254 for the nine months ended September 30, 2006. This decrease is primarily due to the transfer of a decreaseclosed block of business and lower net earned premiums in group life. Net investment income decreased $36,955 of which $31,800 is from real estate joint venture partnerships and the remaining is mainly from lower average invested assets. Net realized losses on investments increased due to other-than-temporary impairments in our investment portfolio of $21,268 and fees and other income decreased due to contract settlement fee income recorded in the prior year related to the sale of marketing rights for our Independent – U.S. channel prefunded funeral business. These are partially offset by an increase in net earned premiums and other considerations of $106,337. Net earned premiums and other considerations decreased due to declines in our small employer group health business as a result of lower sales and membership, declines in our group dental and group life businesses resulting from the continuing implementation of the business’ small case strategy and adherence to pricing discipline. Also contributing to the decrease in net earned premiums and other considerations is the loss of a client in our AD&D business, the sale of the Independent – U.S. distribution channel in our preneed business and the transfer of our Canadian preneed business to an affiliate. Partially offsetting the decreased net earned premiums and other considerations are increases in fees and other income and net investment income of $5,363 and $3,977, respectively. Fees and other income increased due to the sale of the marketing rights of the Independent-U.S. distribution channel in our preneed business, while net investment income increased due to an increase in real estate investment income.business.
Total Benefits, Losses and Expenses
Total benefits, losses and expenses decreased $126,074,$33,942, or 11%5%, to $1,021,471$657,913 for the nine months ended September 30, 2007Six Months 2008 from $1,147,545$691,855 for the nine months ended September 30, 2006.Six Months 2007. This decrease wasis primarily due to a decreasedecline in policyholder benefits of $86,852 driven by favorable experience in our group disability and group life businesses, a reduction in policyholder benefits related to closed blocks of business and the decline of our small employer group health business. Policyholderbusiness, a decrease in disability policyholder benefits and selling, underwriting and general expenses also decreased due to the losstransfer of a clientclosed block of business and a decline in our AD&Dprefunded funeral business the saledue to run-off of the Independent–U.S. distribution channel in our preneed business,closed blocks of business. These decreases are partially offset by less favorable group disability experience and the transfer of our Canadian preneed business to an affiliate.less favorable group dental experience.
Income Taxes
Income taxes decreased $414,$13,785, or 1%41%, to $47,841$20,110 for the nine months ended September 30,Six Months 2008 from $33,895 for Six Months 2007. The change in income taxes is not proportionate to pretax income primarily due to reduction of $10,828 for Six Months 2007 from $48,255provision for the nine months ended September 30, 2006. The effective income tax rate of 28.1% for nine months ended September 30, 2007 decreased compared with 32.9% as of nine months ended September 30, 2006taxes due to a $12,500 reduction in certain tax contingencies in 2007 associated with a favorable tax settlement.
Item 3. | Quantitative And Qualitative Disclosures About Market Risk. |
Not required under the reduced disclosure format.
Item 4T. | Controls And Procedures. |
Evaluation of disclosure controlsDisclosure Controls and procedures underProcedures
Under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of SeptemberJune 30, 2007.2008. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date in providing a reasonable level of assurance that information we are required to disclose in reports we file or furnish under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods in United States Securities and Exchange Commission (“SEC”)SEC rules and forms. Further, our disclosure controls and procedures were effective in providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the second fiscal quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
Item 1A. | Risk Factors. |
Our 2006 Annual Report on2007 Form 10-K described our Risk Factors. As discussed in Note 11—Commitments and Contingencies and in Item 1—Legal Proceedings ofThere have been no material changes to the Parent’s Quarterly Report on Form 10-Q forRisk Factors during the periodsix months ended SeptemberJune 30, 2007, additional developments in the Parent’s SEC investigation have occurred since we filed our 2006 Annual Report on Form 10-K. The disclosures in the aforementioned sections of the Parent’s third quarter 2007 10-Q are incorporated by reference into our Risk Factors. Please see the Parent’s third quarter 2007 10-Q filed with the SEC and available on the SEC’s website atwww.sec.gov or through Assurant’s website atwww.assurant.com for further details.2008.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Not required under the reduced disclosure format.
Item 3. | Defaults Upon Senior Securities. |
Not required under the reduced disclosure format.
Item 4. | Submission of Matters to a Vote of Security Holders. |
Not required under the reduced disclosure format.
Item 5. | Other Information. |
(a) | None. |
(b) | Because all of the Company’s outstanding common stock is held indirectly by Assurant, Inc., the Company does not file a Schedule 14A and has not adopted any procedures by which security holders may recommend nominees to the registrant’s board of directors. |
Item 6. | Exhibits |
The following exhibits are filed with this report. Exhibits are available upon request at the investor relations section of our website, located at www.assurant.com.
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Interim Chief Executive Officer. |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | |
32.1 | Certification of Interim Chief Executive Officer of Union Security Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer of Union Security Insurance Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 9, 2007.August 4, 2008.
UNION SECURITY INSURANCE COMPANY | ||
By: | /s/ John S. Roberts | |
Name: | John S. Roberts | |
Title: | Interim President and Chief Executive Officer | |
By: | /s/ Stacia N. Almquist | |
Name: | Stacia N. Almquist | |
Title: | Treasurer and Chief Financial Officer |
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