UNUM GROUP – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Summary
Unum Group , aDelaware general business corporation, and its insurance and non-insurance subsidiaries, which collectively withUnum Group we refer to as the Company, operate inthe United States , theUnited Kingdom , Poland, and, to a limited extent, in certain other countries. The principal operating subsidiaries inthe United States areUnum Life Insurance Company of America (Unum America ),Provident Life and Accident Insurance Company (Provident),The Paul Revere Life Insurance Company (Paul Revere),Colonial Life & Accident Insurance Company (Colonial Life),Starmount Life Insurance Company , in theUnited Kingdom ,Unum Limited , and inPoland ,Unum Zycie TUiR S.A. (Unum Poland ). We are a leading provider of financial protection benefits inthe United States and theUnited Kingdom . Our products include disability, life, accident, critical illness, dental and vision, and other related services. We market our products primarily through the workplace.
We have three principal operating business segments: Unum US,
International
Corporate segments. These segments are discussed more fully under "Segment
Results" included herein in this Item 2.
The benefits we provide help the working world thrive throughout life's moments and protect people from the financial hardship of illness, injury, or loss of life by providing support when it is needed most. As a leading provider of employee benefits, we offer a broad portfolio of products and services through the workplace. Specifically, we offer group, individual, voluntary, and dental and vision products as well as provide certain fee-based services. These products and services, which can be sold stand-alone or combined with other coverages, help employers of all sizes attract and retain a stronger workforce while protecting the incomes and livelihood of their employees. We believe employer-sponsored benefits are the most effective way to provide workers with access to information and options to protect their financial stability. Working people and their families, particularly those at lower and middle incomes, are perhaps the most vulnerable in today's economy yet are often overlooked by many providers of financial services and products. For many of these people, employer-sponsored benefits are the primary defense against the potentially catastrophic fallout of death, illness, or injury. We have established a corporate culture consistent with the social values our products provide. Because we see important links between the obligations we have to all of our stakeholders, we place a strong emphasis on operating with integrity and contributing to positive change in our communities. Accordingly, we are committed not only to meeting the needs of our customerswho depend on us, but also to being accountable for our actions through sound and consistent business practices, a strong internal compliance program, a comprehensive risk management strategy, and an engaged employee workforce. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto in Part I, Item 1 contained in this Form 10-Q and with the "Cautionary Statement Regarding Forward-Looking Statements" included below the Table of Contents, as well as the discussion, analysis, and consolidated financial statements and notes thereto in Part I, Items 1 and 1A, and Part II, Items 7, 7A, and 8 of our annual report on Form 10-K for the year endedDecember 31, 2021 .
Operating Performance and Capital Management
For the first quarter of 2022, we reported net income of
Included in our results for the first quarter of 2022 are:
•A net investment loss on the Company's investment portfolio of$13.8 million before tax and$10.6 million after tax, or$0.05 per diluted common share; and, •Amortization of the cost of reinsurance of$16.7 million before tax and$13.2 million after tax, or$0.06 per diluted common share.
Included in our results for the first quarter of 2021 are:
•A net investment gain, excluding the net realized investment gain related to the reinsurance transaction, of$17.0 million before tax and$13.5 million after tax, or$0.06 per diluted common share; 62 -------------------------------------------------------------------------------- •The impact from the second phase of the Closed Block individual disability reinsurance transaction, which resulted in a net loss of$71.7 million before tax and$56.7 million after tax, or$0.27 per diluted common share; and, •Amortization of the cost of reinsurance of$20.0 million before tax and$15.8 million after tax, or$0.08 per diluted common share. Excluding these items, after-tax adjusted operating income for the first quarter of 2022 was$277.3 million , or$1.36 per diluted common share compared to$212.0 million , or$1.04 per diluted common share, for the first quarter of 2021. See "Closed Block Individual Disability Reinsurance Transaction" and "Reconciliation of Non-GAAP and Other Financial Measures" contained herein in this Item 2 for further discussion and a reconciliation of these items. Our Unum US segment reported an increase in adjusted operating income of 48.3 percent in the first quarter of 2022 compared to the same period of 2021, due primarily to favorable benefits experience in our group life and accidental death and dismemberment product line, partially offset by higher operating expenses and lower net investment income. The benefit ratio for our Unum US segment was 70.9 percent in the first quarter of 2022, compared to 74.3 percent in first quarter of 2021. Unum US sales increased 6.8 percent in first quarter 2022 compared to the same period of 2021. OurUnum International segment reported an increase in adjusted operating income, as measured inU.S. dollars, of 3.0 percent in the first quarter of 2022 compared to the same period of 2021. As measured in local currency, our UnumUK line of business reported an increase in adjusted operating income of 3.2 percent in the first quarter of 2022 compared to the same period of 2021 due to higher premium income and net investment income, partially offset by unfavorable benefits experience. The benefit ratio for our UnumUK line of business was 80.7 percent in the first quarter of 2022, compared to 75.3 percent in the same period of 2021.Unum International sales, as measured inU.S. dollars, increased 47.4 percent in the first quarter of 2022 compared to the same period of 2021. UnumUK sales, as measured in local currency increased 55.2 percent in the first quarter of 2022 compared to the same period of 2021. Our Colonial Life segment reported an increase in adjusted operating income of 22.9 percent in the first quarter of 2022 compared to the same period of 2021, due primarily to favorable benefits experience, partially offset by higher operating expenses. The benefit ratio for Colonial Life was 49.3 percent in the first quarter of 2022, compared to 55.4 percent in the same period of 2021. Colonial Life sales increased 15.3 percent in the first quarter of 2022 compared to the same period of 2021. Our Closed Block segment reported income before income tax and net investment gains and losses of$77.4 million in the first quarter of 2022, which includes the amortization of the cost of reinsurance related to the Closed Block individual disability reinsurance transaction, compared to a loss before income tax and net investment gains and losses of$62.3 million in the same period of 2021, which includes the impacts related to the second phase of the Closed Block individual disability reinsurance transaction and the amortization of the cost of reinsurance. Excluding these items, our Closed Block segment reported adjusted operating income of$94.1 million in the first quarter of 2022, compared to$97.0 million in the same period of 2021. The long-term care interest adjusted loss ratio was favorable during the first quarter of 2022 relative to the same period of 2021 and is currently lower than our long-term range of expectations. The individual disability interest adjusted loss ratio was unfavorable relative to the same prior year period, excluding the reserve recognition impact from the second phase of the Closed Block individual disability reinsurance transaction during the first quarter of 2021. See "Closed Block Individual Disability Reinsurance Transaction" contained herein for further discussion. Our net investment income has been pressured as the majority of our investments were made at a decreasing level of interest rates indicative of the prevailing trend over the last decades. A rising interest rate environment could positively impact our yields on new investments but could create unrealized losses in our current holdings. As ofMarch 31, 2022 , we do not hold any securities with a decline in fair value below amortized cost which we intend to sell and it is not more likely than not that we will be required to sell before recovery in amortized cost. The net unrealized gain on our fixed maturity securities was$2.3 billion atMarch 31, 2022 , compared to$5.9 billion atDecember 31, 2021 , with the decrease due primarily to an increase inU.S. Treasury rates. The earned book yield on our investment portfolio was 4.56 percent for the first three months of 2022 compared to a yield of 4.85 percent for full year 2021. We believe our capital and financial positions are strong. AtMarch 31, 2022 , the risk-based capital (RBC) ratio for our traditionalU.S. insurance subsidiaries, calculated on a weighted average basis using the NAIC Company Action Level formula, was approximately 400 percent. We repurchased 1.3 million shares ofUnum Group common stock under our share repurchase program during the first quarter of 2022. Our weighted average common shares outstanding, assuming dilution, equaled 203.5 million and 204.7 million for the first quarter of 2022 and 2021, respectively. As ofMarch 31, 2022 ,Unum Group and our intermediate holding companies had available holding company liquidity of$1,269 million that was held primarily in bank deposits, commercial paper, money market funds, corporate bonds, municipal bonds and asset backed securities. See Note 10 of the "Notes to Consolidated Financial Statements" contained herein in Item 1. 63 --------------------------------------------------------------------------------
Coronavirus Disease 2019 (COVID-19)
On
COVID-19 as a pandemic. COVID-19 continues to cause disruption to the global
economy and has unfavorably impacted our company as well as the overall
insurance industry. Due to the volatile and unprecedented nature of these
events, we still cannot fully estimate the ultimate impact of the COVID-19
pandemic. We continue to closely monitor pandemic trends that have and may
continue to have adverse impacts on our business.
During the first quarter of 2022, we have experienced lower mortality in our life products lines, resulting primarily from lessening impacts of COVID-19 on our insured population compared to the same period of 2021. With respect to our long-term care product line, during the first quarter of 2022, we have experienced elevated claimant mortality when compared with pre-pandemic levels. We continue to monitor capital market activity on a regular basis and to the extent that there is increased volatility and ratings downgrades related to the issuers of our fixed maturity securities, we could experience further credit losses, an increase in defaults, and the need for additional capital in our insurance subsidiaries. However, we remain confident in the overall strength and credit quality of our investment portfolio.
We believe we have the appropriate liquidity and access to capital to avoid
significant disruption to our operations. To the extent that we begin to
experience a significant impact to our liquidity, we would likely suspend
planned share repurchases, sell highly liquid invested assets, borrow funds
through our memberships with regional Federal Home Loan Banks (FHLB), and/or
borrow funds under our credit facility to meet operational cash flow
requirements. Further discussion is included in "Liquidity and Capital
Resources" contained herein in this Item 2.
Closed Block Individual Disability Reinsurance Transaction
InDecember 2020 , we completed the first phase of a reinsurance transaction, pursuant to which Provident, Paul Revere andUnum America , wholly-owned domestic insurance subsidiaries ofUnum Group , and collectively referred to as "the ceding companies", each entered into separate reinsurance agreements withCommonwealth Annuity and Life Insurance Company (Commonwealth), to reinsure on a coinsurance basis effective as ofJuly 1, 2020 , approximately 75 percent of the Closed Block individual disability business, primarily direct business written by the ceding companies. InMarch 2021 , we completed the second phase of the reinsurance transaction, pursuant to which the ceding companies and Commonwealth amended and restated their respective reinsurance agreements to reinsure on a coinsurance and modified coinsurance basis effective as ofJanuary 1, 2021 , a substantial portion of the remaining Closed Block individual disability business that was not ceded inDecember 2020 , primarily business previously assumed by the ceding companies. Commonwealth established and will maintain collateralized trust accounts for the benefit of the ceding companies to secure its obligations under the reinsurance agreements. InDecember 2020 ,Provident Life and Casualty Insurance Company (PLC), also a wholly-owned domestic insurance subsidiary ofUnum Group , entered into an agreement with Commonwealth whereby PLC will provide a 12-year volatility cover to Commonwealth for the active life cohort (ALR cohort). As part of this agreement, PLC received a payment from Commonwealth of approximately$62 million . OnMarch 31, 2021 , PLC and Commonwealth amended and restated this agreement to incorporate the ALR cohort related to the additional business that was reinsured between the ceding companies and Commonwealth as part of the second phase of the transaction. As part of the amended and restated volatility cover, PLC received a payment from Commonwealth of$17.9 million . At the end of the 12-year coverage period, Commonwealth will retain the remaining incidence and claims risk on the ALR cohort of the ceded business. In connection with the second phase of the reinsurance transaction which occurred inMarch 2021 , Commonwealth paid a ceding commission to the ceding companies of$18.2 million . The ceding companies transferred assets of$767.0 million , which consisted primarily of cash and fixed maturity securities. In addition, we recognized the following in the first quarter of 2021 related to the second phase: •Net realized investment gains totaling$67.6 million , or$53.4 million after tax, related to the transfer of investments. •Increase in benefits and change in reserves for future benefits of$133.1 million , or$105.1 million after tax, resulting from the realization of previously unrealized investment gains and losses recorded in accumulated other comprehensive income. •Transaction costs totaling$6.2 million , or$5.0 million after tax. •Reinsurance recoverable of$990.0 million related to the policies on claim status (DLR cohort). 64 -------------------------------------------------------------------------------- •Payable of$307.2 million related to the portfolio of invested assets associated with the business ceded on a modified coinsurance basis. •Cost of reinsurance, or prepaid reinsurance premium, of$43.1 million related to the DLR cohort. The total cost of reinsurance recognized on a combined basis for the first and second phases was$854.8 million for which we amortized$16.7 million and$20.0 million during the first three months of 2022 and 2021, respectively. •Deposit asset of$5.0 million related to the ALR cohort. The total deposit asset recognized on a combined basis for the first and second phases was$91.8 million . We released approximately$200 million of capital during the first quarter of 2021. See Note 12 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 for further discussion on the impacts related to this reinsurance transaction.
OnJanuary 31, 2020 , an official bill was passed formalizing the withdrawal of theU.K. from theEuropean Union (EU). A deal was reached onDecember 24, 2020 on the future trading relationship with the EU, which focused primarily on the trading of goods rather than theU.K.'s service sector. A memorandum of understanding on regulatory cooperation was signed by theU.K. and EU inMarch 2021 , but no agreement on the equivalence of the regulatory regimes has yet been reached. TheU.K. government is now reviewing the regulatory framework of financial services companies which may result in changes toU.K. regulatory capital orU.K. tax regulations. We do not expect that the underlying operations of ourU.K. business, nor the Polish business which is in the EU, will be significantly impacted by the withdrawal, but it is possible that we may experience some short-term volatility in financial markets, which could impact the fair value of investments, our solvency ratios, or the British pound sterling to dollar exchange rate.
Consolidated Company Outlook
We believe our strategy of providing financial protection products at the
workplace puts us in a position of strength. The products and services we
provide have never been more important to employers, employees and their
families, especially given the COVID-19 pandemic. We continue to fulfill our
corporate purpose of helping the working world thrive throughout life's moments
by providing excellent service to people at their time of need. Our strategy
remains centered on growing our core businesses, through investing and
transforming our operations and technology to anticipate and respond to the
changing needs of our customers, expanding into new adjacent markets through
meaningful partnerships and effective deployment of our capital across our
portfolio.
Our near-term results will be influenced by COVID trends, specifically the
mortality rate in our insured population and the rate and severity of
infections. As the pandemic impacts continue to lessen, we anticipate seeing a
recovery in our core business earnings from the underlying strength of our
business. We expect positive operating trends in our core businesses during
2022, with solid premium growth and improving claim experience as impacts from
COVID-19 lessen.
While interest rates have increased, the low interest rate environment continues
to place pressure on our profit margins by impacting net investment income
yields as well as potentially discount rates on our insurance liabilities. The
rising interest rate environment could positively impact our yields on new
investments but could create unrealized losses in our current holdings. We also
may continue to experience further volatility in miscellaneous investment income
primarily related to changes in partnership net asset values and bond call
activity.
As part of our discipline in pricing and reserving, we continuously monitor
emerging claim trends and interest rates. We will continue to take appropriate
pricing actions on new business and renewals that are reflective of the current
environment.
Our business is well-diversified by geography within our markets, industry
exposures and case size, and we continue to analyze and employ strategies that
we believe will help us navigate the current environment. These strategies allow
us to maintain financial flexibility to support the needs of our businesses,
while also returning capital to our shareholders. We have strong core businesses
that have a track record of generating significant capital, and we will continue
to invest in our operations and expand into adjacent markets where we can best
leverage our expertise and capabilities to capture market growth opportunities
as those opportunities emerge. We believe that consistent operating results,
combined with the implementation of strategic initiatives and the effective
deployment of capital, will allow us to meet our financial objectives.
Further discussion is included in "Reconciliation of Non-GAAP and Other
Financial Measures," "Consolidated Operating Results," "Segment Results,"
"Investments," and "Liquidity and Capital Resources" contained herein in this
Item 2 and in the "Notes to Consolidated Financial Statements" contained herein
in Item 1.
65
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Reconciliation of Non-GAAP and Other Financial Measures
We analyze our performance using non-GAAP financial measures. A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP financial measure of "after-tax adjusted operating income" differs from net income as presented in our consolidated operating results and income statements prepared in accordance with GAAP due to the exclusion of investment gains or losses and the amortization of the cost of reinsurance as well as certain other items as specified in the reconciliations below. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives. We believe after-tax adjusted operating income is a better performance measure and better indicator of the profitability and underlying trends in our business. Investment gains or losses depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our segments. Our investment focus is on investment income to support our insurance liabilities as opposed to the generation of investment gains or losses. Although we may experience investment gains or losses which will affect future earnings levels, a long-term focus is necessary to maintain profitability over the life of the business since our underlying business is long-term in nature, and we need to earn the interest rates assumed in calculating our liabilities. As previously discussed, we have exited a substantial portion of our Closed Block individual disability product line through the two phases of the reinsurance transaction that were executed inDecember 2020 andMarch 2021 . As a result, we exclude the amortization of the cost of reinsurance that was recognized upon the exit of the business related to the DLR cohort of policies. We believe that the exclusion of the amortization of the cost of reinsurance provides a better view of our results from our ongoing businesses. We may at other times exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals, but this exclusion is not an indication that similar items may not recur and does not replace net income or net loss as a measure of our overall profitability. See "Executive Summary" contained herein in Item 2 and Notes 7 and 12 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 for further discussion regarding the total impacts of the Closed Block individual disability reinsurance transaction and the amortization of the cost of reinsurance. 66 -------------------------------------------------------------------------------- A reconciliation of GAAP financial measures to our non-GAAP financial measures is as follows: Three Months Ended March 31 2022 2021 (in millions) per share * (in millions) per share * Net Income$ 253.5 $ 1.25 $ 153.0 $ 0.75 Excluding: Net Investment Gains and Losses Net Realized Investment Gain Related to Reinsurance Transaction (net of tax expense of $-;$14.2 ) - - 53.4 0.26 Net Investment Gain (Loss), Other (net of tax expense (benefit) of$(3.2) ;$3.5 ) (10.6) (0.05) 13.5 0.06 Total Net Investment Gain (Loss) (10.6) (0.05) 66.9 0.32 Items Related to Closed Block Individual Disability Reinsurance Transaction Change in Benefit Reserves and Transaction Costs (net of tax benefit of $-;$29.2 ) - - (110.1) (0.53) Amortization of the Cost of Reinsurance (net of tax benefit of$3.5 ;$4.2 ) (13.2) (0.06) (15.8) (0.08) Total Items Related to Closed Block Individual Disability Reinsurance Transaction (13.2) (0.06) (125.9) (0.61) After-tax Adjusted Operating Income$ 277.3 $ 1.36 $ 212.0 $ 1.04 * Assuming Dilution We measure and analyze our segment performance on the basis of "adjusted operating revenue" and "adjusted operating income" or "adjusted operating loss", which differ from total revenue and income before income tax as presented in our consolidated statements of income due to the exclusion of investment gains and losses and the amortization of the cost of reinsurance as well as other items as specified in the reconciliations below. These performance measures are in accordance with GAAP guidance for segment reporting, but they should not be viewed as a substitute for total revenue, income before income tax, or net income. 67 --------------------------------------------------------------------------------
A reconciliation of total revenue to "adjusted operating revenue" and income
before income tax to "adjusted operating income" is as follows:
Three Months Ended March 31
2022 2021
(in millions of dollars)
Total Revenue $ 2,982.5 $ 3,072.0
Excluding:
Net Investment Gain (Loss) (13.8) 84.6
Adjusted Operating Revenue $ 2,996.3 $ 2,987.4
Income Before Income Tax $ 312.1 $ 198.8
Excluding:
Net Investment Gains and Losses
Net Realized Investment Gain Related to Reinsurance Transaction - 67.6
Net Investment Gain (Loss), Other (13.8) 17.0
Total Net Investment Gain (Loss) (13.8) 84.6
Items Related to Closed Block Individual Disability Reinsurance
Transaction
Change in Benefit Reserves and Transaction Costs
- (139.3) Amortization of the Cost of Reinsurance (16.7) (20.0) Total Items Related to Closed Block Individual Disability Reinsurance Transaction (16.7) (159.3) Adjusted Operating Income$ 342.6 $ 273.5
Critical Accounting Estimates
We prepare our financial statements in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect amounts reported in our financial statements and accompanying notes. Estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in our financial statements. The accounting estimates deemed to be most critical to our financial position and results of operations are those related to reserves for policy and contract benefits, deferred acquisition costs, valuation of investments, pension and postretirement benefit plans, income taxes, and contingent liabilities. There have been no significant changes in our critical accounting estimates during the three months endedMarch 31, 2022 . For additional information, refer to our significant accounting policies in Note 1 of the "Notes to Consolidated Financial Statements" in Part II, Item 8 and "Critical Accounting Estimates" in Part II, Item 7 of our annual report on Form 10-K for the year endedDecember 31, 2021 .
Accounting Developments
In 2018, theFinancial Accounting Standards Board issued Accounting Standard Update 2018-12, "Targeted Improvements to the Accounting for Long-Duration Contracts". This update significantly amends the accounting and disclosure requirements for long-duration insurance contracts. These changes include a requirement to review and, if necessary, update cash flow assumptions used to measure the liability for future policy benefits for traditional and limited-payment contracts at least annually, with changes recognized in earnings. In addition, we will be required to update the discount rate assumption at each reporting date using a yield that is reflective of an upper-medium grade fixed-income instrument, with changes recognized in other comprehensive income. These changes result in the elimination of the provision for risk of adverse deviation and premium deficiency (or loss recognition) testing. We will adopt this guidance effectiveJanuary 1, 2023 using the modified retrospective approach with changes applied as of the beginning of the earliest period presented orJanuary 1, 2021 , also referred to as the transition date. We are continuing our implementation efforts and are evaluating the effects of complying with this update. We expect that the most significant impact at the transition date will be the requirement to update the discount rate assumption to reflect an upper- 68 -------------------------------------------------------------------------------- medium grade fixed-income instrument, which will be generally equivalent to a single-A interest rate matched to the duration of our insurance liabilities and will result in a decrease to accumulated other comprehensive income (AOCI) within our total stockholders' equity balance of approximately$6.5 billion to$7 billion as ofJanuary 1, 2021 . In order to illustrate the sensitivity of this adjustment, if we had used interest rates as ofDecember 31, 2021 , the transition adjustment would have been a decrease to AOCI and total stockholders' equity of approximately$5.8 billion to$6.3 billion . The decrease in AOCI is driven primarily by the difference between the discount rate currently applied, which is based on an expected investment yield from our current investment strategy, and the single-A discount rate that will be required for our longest duration products. Our investment strategy reflects the illiquid nature of the majority of our liability cash flows and results in yields in the investment portfolios supporting the cash outflows required for these products that are generally higher than a single-A yield. In addition, the current discount rate applied to reserves for very long liability duration products such as long-term care, include an assumption for long-term yields rising to more historical levels. After the transition date, we will be required to update the discount rate each subsequent reporting period with changes recorded in other comprehensive income (OCI) and expect that this could have a material impact on OCI.
We also expect that the adoption will have a material impact on our results of
operations and will significantly expand our disclosures. We do not have
products with market risk benefits.
Although this update will significantly impact our GAAP-based financial position and results of operations, the update will not impact cash flows, statutory-based financial position or results of operations, or our view of our businesses.
See Note 2 of the "Notes to Consolidated Financial Statements" contained herein
in Item 1 for further information on accounting developments.
69
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REGIONAL MANAGEMENT CORP. – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
PART I, ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents
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