Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
Note 1 - Basis of Presentation |
Note 1 - Basis of Presentation
The accompanying consolidated financial statements of Unum Group and its subsidiaries (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in our annual report on Form 10-K for the year ended December31, 2008.
In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of full year performance.
In connection with our preparation of the consolidated financial statements, we have evaluated subsequent events through August5, 2009, the date on which the financial statements were issued. |
Note 2 - Accounting Pronouncements |
Note 2 - Accounting Pronouncements
Accounting Pronouncements Adopted:
Effective April1, 2009, we adopted the provisions of Financial Accounting Standards Board (FASB) Staff Position No. FAS 107-1 and APB 28-1 (FSP FAS 107-1 and APB 28-1), Interim Disclosures about Fair Value of Financial Instruments, which require companies to disclose the fair value of financial instruments within the scope of Statement of Financial Accounting Standards No.107, Disclosures about Fair Value of Financial Instruments, in interim financial statements. This FSP also requires companies to disclose the method or methods and significant assumptions used to estimate the fair value of financial instruments and to discuss changes, if any, in those methods or assumptions during the period. The adoption of FSP FAS 107-1 and APB 28-1 expanded our disclosures but had no effect on our financial position or results of operations.
Effective April1, 2009, we adopted the provisions of FASB Staff Position No. FAS 157-4 (FSP FAS 157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with Statement of Financial Accounting Standard No.157, Fair Value Measurements, but reemphasizes that the objective of fair value measurement remains an exit price. FSP FAS 157-4 provides guidance for determining whether there has been a significant decrease in the volume and level of activity in the market and provides factors for companies to consider in identifying transactions that are not orderly. The FSP also discusses the necessity of adjustments to transaction or quoted prices to estimate fair value when it is determined that there has been a significant decrease in the volume and level of activity or that the transaction is not orderly. The adoption of this FSP expanded our disclosures but did not have a material effect on our financial position or results of operations.
Effective April1, 2009, we adopted the provisions of FASB Staff Position No. FAS 115-2 and FAS 124-2 (FSP FAS 115-2 and FAS 124-2), Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance for debt securities and expands and increases the frequency of previously existing disclosures for other-than-temporary impairments. The measure of impairment remains fair value. Under the provisions of FSP FAS 115-2 and FAS 124-2, an other-than-temporary impairment must be recognized in earnings for a debt security in an unrealized loss position when an entity either (a)has the intent to sell the debt security or (b)more likely than not will be required to sell the debt security before its anticipated recovery.
The amount of impairment recognized is equal to the difference between amortized cost and fair value. For all debt securities in unrealized loss positions that do not meet either of these two criteria, FSP FAS 115-2 and FAS 124-2 requires that an entity analyze its ability to recover the amortized cost by comparing the present value of cash flows with |
Note 3 - Fair Values of Financial Instruments |
Note 3 - Fair Values of Financial Instruments
We use the following methods and assumptions in estimating the fair values of our financial instruments:
Fixed Maturity Securities: Fair values are based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are generally estimated using values obtained from independent pricing services. For certain private placements, fair values are estimated using internally prepared valuations combining matrix pricing with vendor purchased software programs, including valuations based on estimates of future profitability. Additionally, we obtain prices from independent third-party brokers to establish valuations for certain of these securities. See Note 4 for further discussion of fair value measurements.
Mortgage Loans: Fair values are estimated using discounted cash flow analyses and interest rates currently being offered for similar loans to borrowers with similar credit ratings and maturities. Loans with similar characteristics are aggregated for purposes of the calculations.
Policy Loans: Fair values for policy loans, net of reinsurance ceded, are estimated using discounted cash flow analyses and interest rates currently being offered to policyholders with similar policies. The carrying amounts of ceded policy loans of $2,529.7 million and $2,555.6 million as of June30, 2009 and December31, 2008, are reported on a gross basis in the consolidated balance sheets and approximate fair value.
Other Long-term Investments: Fair values for derivatives other than embedded derivatives in modified coinsurance arrangements are based on market quotes or pricing models and represent the net amount of cash we would have received if the contracts had been settled or closed as of the last day of the period. We do not net any cash collateral received from our counterparties against the fair value of our derivative instruments. Carrying amounts approximate fair value for other long-term investments.
Policyholders Funds: Policyholders funds are comprised primarily of deferred annuity products and supplementary contracts without life contingencies. The carrying amounts approximate fair value.
Fair values for insurance contracts other than investment contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in our overall management of interest rate risk, which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts.
Short-term and Long-term Debt: Fair values are obtained from independent pricing services or discounted cash flow analyses based on current incremental borrowing rates for similar types of borrowing arrangements.
Other Liabilities: Fair values for derivatives other than embedded derivatives in modified coinsurance arrangements are based on market quotes or pricing models and represent the net amount of cash we would have paid if the contracts had been settled or closed as of the last day of the period. Fair values for our embedded derivative in a modified coinsurance arrangement are |
Note 4 - Investments |
Note 4 - Investments
Fixed Maturity Securities
The amortized cost and fair values of securities by security type as of June30, 2009 and December31, 2008 are shown as follows. Certain prior year amounts have been reclassified by security type to conform to current year presentation.
June30, 2009 (in millions of dollars)
Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Other-Than Temporary Impairments in AOCI (1)
Available-for-Sale Securities
United States Government and Government Agencies and Authorities $ 1,562.9 $ 71.0 $ 112.6 $ 1,521.3 $
States, Municipalities, and Political Subdivisions 254.9 9.3 3.7 260.5
Foreign Governments 1,441.0 117.8 11.1 1,547.7
Public Utilities 7,938.5 291.6 405.2 7,824.9
Mortgage/Asset-Backed Securities 3,519.6 309.9 10.2 3,819.3
All Other Corporate Bonds 20,563.3 805.4 1,511.4 19,857.3 28.9
Redeemable Preferred Stocks 109.6 37.8 71.8
Total Fixed Maturity Securities $ 35,389.8 $ 1,605.0 $ 2,092.0 $ 34,902.8 $ 28.9
(1) Accumulated Other Comprehensive Income (Loss)
December31, 2008 (in millions of dollars)
Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value
Available-for-Sale Securities
United States Government and Government Agencies and Authorities $ 1,594.6 $ 194.9 $ 63.1 $ 1,726.4
States, Municipalities, and Political Subdivisions 162.7 3.5 5.2 161.0
Foreign Governments 1,069.3 117.8 12.5 1,174.6
Public Utilities 7,554.5 115.8 799.1 6,871.2
Mortgage/Asset-Backed Securities 3,691.7 308.9 55.1 3,945.5
All Other Corporate Bonds 19,949.1 537.3 2,439.1 18,047.3
Redeemable Preferred Stocks 385.7 177.6 208.1
Total Fixed Maturity Securities $ 34,407.6 $ 1,278.2 $ 3,551.7 $ 32,134.1
The following charts indicate the length of time our fixed maturity securities had been in a gross unrealized loss position as of June30, 2009 and December31, 2008.
June30, 2009 (in millions of dollars)
Less Than 12 Months 12 Months or Greater
Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss
Available-for-Sale Securities
United States Government and Government Agencies and Authorities $ 429.6 $ 71.4 $ 245.5 $ 41.2
States, Municipalities, and Political Subdivisions 33.0 1.5 30.2 2.2
Foreign Governments 407.2 7.1 38.4 4.0
Public Utilities 831.1 59.5 3,056.7 345.7
Mortgage/Asset-Backed Securities 77.5 0.9 251.7 9.3
All Other Corporate Bonds 2,315.9 162.8 7,630.4 1,348.6
Redeemable Preferred Stocks 71.8 |
Note 5 - Derivative Financial Instruments |
Note 5 - Derivative Financial Instruments
Purpose of Derivatives
We are exposed to certain risks relating to our ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk, risk related to matching duration for our assets and liabilities, and foreign currency risk. Historically, we have utilized interest rate futures contracts, current and forward interest rate swaps and options on forward interest rate swaps, current and forward currency swaps, interest rate forward contracts, forward treasury locks, currency forward contracts, and forward contracts on specific fixed income securities. Almost all hedging transactions are associated with our individual and group long-term care and individual and group disability products. All other product portfolios are periodically reviewed to determine if hedging strategies would be appropriate for risk management purposes.
Our cash flow hedging programs are as follows:
Interest rate swaps are used to hedge interest rate risks and to improve the matching of assets and liabilities. An interest rate swap is an agreement in which we agree with other parties to exchange, at specified intervals, the difference between fixed rate and variable rate interest amounts. The purpose of these swaps is to hedge the anticipated purchase of long-term bonds thereby protecting us from the potential adverse impact of declining interest rates on the associated policy reserves. We also have previously used interest rate swaps to hedge the potential adverse impact of rising interest rates in anticipation of issuing fixed rate long-term debt.
Foreign currency interest rate swaps are used to hedge the currency risk of certain foreign currency denominated long-term bonds owned for portfolio diversification and to hedge the currency risk associated with certain of the interest payments and debt repayments of the U.S. dollar denominated debt issued by one of our U.K. subsidiaries. For long-term bonds, we agree to pay, at specified intervals, fixed rate foreign currency denominated principal and interest payments in exchange for fixed rate payments in the functional currency of the operating segment. For debt issued, we agree to pay, at specified intervals, fixed rate foreign currency denominated principal and interest payments to the counterparty in exchange for fixed rate U.S. dollar denominated interest payment.
Options on forward interest rate swaps are used to hedge the interest rate risk on certain insurance liabilities with minimum interest rate guarantees. By purchasing options on interest rate swaps, we are able to lock in the minimum investment yields needed to meet the required interest rate guarantee on the insurance liabilities.
Forward treasury locks are used to minimize interest rate risk associated with the anticipated purchase or disposal of fixed maturity securities. A forward treasury lock is a derivative contract without an initial investment where we and the counterparty agree to purchase or sell a specific U.S. Treasury bond at a future date at a pre-determined price.
Foreign currency forward co |
Note 6 - Segment Information |
Note 6 - Segment Information
Our reporting segments are comprised of the following: Unum US, Unum UK, Colonial Life, Individual Disability Closed Block, and Corporate and Other. Prior year results by segment have been reclassified to conform to modifications made to our reporting segments effective with the fourth quarter of 2008.
Premium income by major line of business within each of our segments is presented as follows:
ThreeMonthsEndedJune30 SixMonthsEndedJune30
2009 2008 2009 2008
(in millions of dollars)
Unum US
Group Disability
Group Long-term Disability $ 433.4 $ 463.0 $ 871.5 $ 922.4
Group Short-term Disability 107.6 110.6 215.2 219.6
Group Life and Accidental Death Dismemberment
Group Life 264.6 268.0 526.8 529.4
Accidental Death Dismemberment 27.2 32.6 53.0 63.6
Supplemental and Voluntary
Individual Disability - Recently Issued 118.2 116.1 238.1 234.3
Long-term Care 148.9 143.9 296.9 285.2
Voluntary Benefits 123.8 112.7 248.5 222.8
1,223.7 1,246.9 2,450.0 2,477.3
Unum UK
Group Long-term Disability 130.4 178.6 254.2 363.6
Group Life 34.6 52.8 66.1 98.3
Individual Disability 8.4 10.3 16.1 20.4
173.4 241.7 336.4 482.3
Colonial Life
Accident, Sickness, and Disability 154.8 150.6 311.6 300.1
Life 40.8 39.0 82.0 77.5
Cancer and Critical Illness 55.2 53.0 110.6 105.4
250.8 242.6 504.2 483.0
Individual Disability - Closed Block 228.0 237.2 457.6 475.6
Corporate and Other 0.2 0.5 0.9
Total $ 1,875.9 $ 1,968.6 $ 3,748.7 $ 3,919.1
Selected operating statement data by segment is presented as follows:
Unum US UnumUK Colonial Life Individual Disability- Closed Block Corporate and Other Total
(in millions of dollars)
Three Months Ended June30, 2009
Total Premium Income $ 1,223.7 $ 173.4 $ 250.8 $ 228.0 $ $ 1,875.9
Net Investment Income 304.1 34.3 28.4 187.4 43.4 597.6
Other Income 30.0 0.6 0.2 25.8 10.6 67.2
Operating Revenue $ 1,557.8 $ 208.3 $ 279.4 $ 441.2 $ 54.0 $ 2,540.7
Operating Income (Loss) $ 191.3 $ 67.3 $ 71.3 $ 10.0 $ (16.0 ) $ 323.9
Three Months Ended June30, 2008
Total Premium Income $ 1,246.9 $ 241.7 |
Note 7 - Pensions and Other Postretirement Benefits |
Note 7 - Pensions and Other Postretirement Benefits
The components of net periodic benefit cost related to the Company sponsored defined benefit pension and postretirement plans for our employees are as follows:
Three Months Ended June30
2009 2008 2009 2008 2009 2008
(in millions of dollars)
Pension Benefits
U.S. Plans Non U.S. Plans PostretirementBenefits
Service Cost $ 7.4 $ 7.1 $ 1.2 $ 2.2 $ 0.7 $ 0.8
Interest Cost 16.0 14.6 2.2 2.8 2.8 2.8
Expected Return on Plan Assets (13.1 ) (14.9 ) (2.3 ) (3.2 ) (0.2 ) (0.1 )
Amortization of:
Net Actuarial Loss 10.2 3.5 0.6 0.7
Prior Service Credit (0.2 ) (0.5 ) (0.7 ) (0.9 )
Transition Asset (0.1 )
Net Periodic Benefit Cost $ 20.3 $ 9.8 $ 1.7 $ 2.4 $ 2.6 $ 2.6
Six Months Ended June30
2009 2008 2009 2008 2009 2008
(in millions of dollars)
Pension Benefits
U.S. Plans Non U.S. Plans PostretirementBenefits
Service Cost $ 14.8 $ 14.3 $ 2.4 $ 4.3 $ 1.4 $ 1.6
Interest Cost 32.0 29.1 4.2 5.7 5.6 5.7
Expected Return on Plan Assets (26.3 ) (29.8 ) (4.4 ) (6.4 ) (0.3 ) (0.3 )
Amortization of:
Net Actuarial Loss 20.5 7.0 1.1 1.4
Prior Service Credit (0.3 ) (1.1 ) (1.4 ) (1.7 )
Transition Asset (0.1 )
Net Periodic Benefit Cost $ 40.7 $ 19.5 $ 3.3 $ 4.9 $ 5.3 $ 5.3
We had no regulatory contribution requirements for our U.S. qualified defined benefit plan in 2009, but we elected to make $70.0 million of voluntary contributions during the second quarter of 2009. For our U.K. operation, which maintains a separate defined benefit plan, we made required contributions totaling $1.4 million and $2.7 million for the second quarter and first six months of 2009, respectively. |
Note 8 - Stockholders' Equity and Earnings Per Common Share |
Note 8 - Stockholders Equity and Earnings Per Common Share
Net income per common share is determined as follows:
ThreeMonthsEndedJune30 Six Months Ended June30
2009 2008 2009 2008
(in millions of dollars, except share data)
Numerator
Net Income $ 267.2 $ 240.3 $ 432.1 $ 403.4
Denominator (000s)
Weighted Average Common Shares - Basic 331,171.8 345,443.5 330,988.8 348,082.2
Dilution for Assumed Exercises of Stock Options and Nonvested Stock Awards 783.4 591.9 471.5 669.1
Weighted Average Common Shares Assuming Dilution 331,955.2 346,035.4 331,460.3 348,751.3
Net Income Per Common Share
Basic $ 0.81 $ 0.70 $ 1.31 $ 1.16
Assuming Dilution $ 0.80 $ 0.69 $ 1.30 $ 1.16
We use the treasury stock method to account for the effect of the purchase contract element of the outstanding stock options, nonvested stock awards, and performance restricted stock units on the computation of dilutive earnings per share. Under this method, these potential common shares will each have a dilutive effect, as individually measured, when the average market price of Unum Group common stock during the period exceeds the exercise price of the stock options, the grant price of the nonvested stock awards, and/or the threshold stock price of performance restricted stock units.
The outstanding stock options have exercise prices ranging from $11.37 to $58.56, the nonvested stock awards have grant prices ranging from $10.59 to $26.25, and the performance restricted stock units have a threshold stock price of $26.00.
In computing earnings per share assuming dilution, only potential common shares that are dilutive (those that reduce earnings per share) are included. Potential common shares not included in the computation of dilutive earnings per share because their impact would be antidilutive, based on current market prices, approximated 6.6million and 7.8million shares of common stock for the three and six month periods ended June30, 2009, and 8.0million and 8.1million common shares for the three and six month periods ended June30, 2008.
Unum Group has 25,000,000 shares of preferred stock authorized with a par value of $0.10 per share. No preferred stock has been issued to date.
During 2007, Unum Groups board of directors authorized the repurchase of up to $700.0 million of Unum Group common stock. In January 2008, we repurchased approximately 14.0million shares for $350.0 million, using an accelerated share repurchase agreement. Under the terms of the repurchase agreement, we were to receive, or be required to pay, a price adjustment based on the volume weighted average price of Unum Group common stock during the term of the agreement. Any price adjustment payable to us was to be settled in shares of Unum Group common stock. Any price adjustment we would have been required to pay was to be settled, at our option, in either cash or common stock. A 30 percent partial |
Note 9 - Commitments and Contingent Liabilities |
Note 9 - Commitments and Contingent Liabilities
We are a defendant in a number of litigation matters. In some of these matters, no specified amount is sought. In others, very large or indeterminate amounts, including punitive and treble damages, are asserted. There is a wide variation of pleading practice permitted in the United States courts with respect to requests formonetary damages, including some courts in which no specified amount is required and others which allow the plaintiff to state only that the amount sought is sufficient to invoke the jurisdiction of that court. Further, some jurisdictions permit plaintiffs to allege damages well in excess of reasonably possible verdicts. Based on our extensive experience and that of others in the industrywith respect to litigatingor resolving claims through settlement over an extended period of time, we believe that the monetary damages asserted ina lawsuit or claim bear little relation tothe merits of the case, or the likely disposition value. Therefore, the specific monetary relief sought is not stated.
Unless indicated otherwise in the descriptions below, reserves have not been established for litigation and contingencies. An estimated loss is accrued when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
In the disclosures that follow about litigation, we refer to the name of the company specified in the original complaint, following the practice in the courts. Therefore, references to UnumProvident Corporation should be understood as references to Unum Group.
Claims Handling Matters
Multidistrict Litigation
Shareholder Derivative Actions
Between November22, 2002 and March11, 2003 five purported derivative actions were filed in state and federal courts in Tennessee. The defendants removed each of the actions that were filed in Tennessee state court to the U.S. District Court for the Eastern District of Tennessee, and the cases were consolidated. The plaintiffs then filed a single consolidated amended complaint, which purports to assert claims on behalf of the Company against certain current and past members of our Board of Directors and certain executive officers alleging breaches of fiduciary duties and other violations of law by establishing or permitting to be established an unlawful policy of denying legitimate disability claims and improper financial reporting, and that certain defendants engaged in insider trading.
On August27, 2008, the parties entered into a stipulation of settlement to resolve the litigation. Under the terms of the settlement, which is subject to, among other things, approval of the court, we agreed to, among other things, implement or continue certain corporate governance measures and pay plaintiffs attorneys fees in an amount to be determined by the court. We have established adequate reserves for the attorneys fees, the payment of which we believe will be an immaterial amount.
Policyholder Class Actions
On July15, 2002, Rombeiro v. Unum Life Insurance Company of America, et al., was filed in the Superior Court of California and subsequently was removed to federal court, allegi |
Note 10 - Other |
Note 10 - Other
Debt
During the six months ended June30, 2009, we made principal payments of $3.8 million and $5.0 million on our senior secured non-recourse variable rate notes issued by Northwind Holdings, LLC and Tailwind Holdings, LLC, respectively. We also purchased and retired the remaining $132.2 million of our 5.859% senior notes due May 2009.
At June30, 2009, short-term debt consisted of $45.0 million of reverse repurchase agreements with a weighted average interest rate of 0.60 percent and a maturity date of August6, 2009.
Income Tax
At June30, 2009, we had a liability of $149.9 million for unrecognized tax benefits, $134.7 million of which is associated with deferred tax assets. The total unrecognized tax benefit that would impact the effective tax rate, if recognized, is $15.2 million. The interest expense and penalties related to unrecognized tax expense in the consolidated statements of income are $1.2 million and $2.6 million for the three and six month periods endedJune 30,2009, respectively.
In thefirst quarter of 2009, we had an initial appeals conference with the Internal Revenue Service (IRS) for the years 2002 to 2004. It is reasonably possible that our administrative appeal of prior year IRS audit adjustments will be resolved in whole or in part within 12 months and that statutes of limitations may expire in multiple jurisdictions within that same time frame.As a result, the liability for unrecognized tax benefits could significantly increase or decrease within 12 months.An estimate of the range of the reasonably possible change in the unrecognized tax benefits associated with these events cannot be made at this time. We believe sufficient provision has been made for all proposed adjustments and that such adjustments would not have a material adverse effect on our financial position, liquidity, or results of operations. |