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8-K - FORM 8-K - ASSURANT, INC. | dp87553_8k.htm |
EX-99.3 - EXHIBIT 99.3 - ASSURANT, INC. | dp87553_ex9903.htm |
EX-99.1 - EXHIBIT 99.1 - ASSURANT, INC. | dp87553_ex9901.htm |
EX-23.1 - EXHBIT 23.1 - ASSURANT, INC. | dp87553_ex2301.htm |
Exhibit 99.2
CONSOLIDATED FINANCIAL STATEMENTS
TWG Holdings Limited
As of and for the year ended December 31, 2017
With Report of Independent Auditors
TWG Holdings Limited
Consolidated Financial Statements
As of and for the year ended December 31, 2017
Contents
Report of Independent Auditors | 1 |
Consolidated Financial Statements | |
Consolidated Balance Sheet | 3 |
Consolidated Statement of Income | 5 |
Consolidated Statement of Comprehensive Income | 6 |
Consolidated Statement of Changes in Shareholders’ Equity | 7 |
Consolidated Statement of Cash Flows | 8 |
Notes to Consolidated Financial Statements | 10 |
Ernst & Young LLP 155 North Wacker Drive Chicago, IL 60606-1787 |
Tel: +1 312 879 2000 Fax: +1 312 879 4000 ey.com |
Report of Independent Auditors
The Board of Directors and Shareholders
TWG Holdings Limited
We have audited the accompanying consolidated financial statements of TWG Holdings Limited, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated statements of income, comprehensive income changes in shareholders’ equity and cash flows for the year then ended, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TWG Holdings Limited at December 31, 2017, and the consolidated results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
1 |
A member firm of Ernst & Young Global Limited |
Required Supplementary Information
Accounting principles generally accepted in the United States require that the incurred and paid claims development prior to the most recent year and the average annual percentage payout of incurred claims disclosed on pages 44-48 be presented to supplement the consolidated financial statements. Such information, although not a part of the consolidated financial statements, is required by the Financial Accounting Standards Board who considers it to be an essential part of financial reporting for placing the consolidated financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the consolidated financial statements, and other knowledge we obtained during our audit of the consolidated financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
/s/ Ernst & Young LLP
February 19, 2018
2 |
A member firm of Ernst & Young Global Limited |
TWG Holdings Limited
Consolidated Balance Sheet
(In Millions, Except Share Data)
December 31, | ||||
2017 | ||||
Assets | ||||
Invested assets: | ||||
Fixed-maturity securities available-for-sale, at fair value (amortized cost, $2,274.3) | $ | 2,301.9 | ||
Equity securities available-for-sale, at fair value (cost, $36.5) | 38.0 | |||
Short-term investments | 227.3 | |||
Dealer loans (net of allowance of $1.5) | 31.5 | |||
Equity method investments | 88.2 | |||
Other invested assets (including assets valued using the fair value option, $14.0) | 17.8 | |||
Total invested assets | 2,704.7 | |||
Cash and cash equivalents | 377.7 | |||
Receivables: | ||||
Reinsurance balances recoverable | 23.3 | |||
Ceded service contract benefits and claims recoverable | 293.6 | |||
Service contract revenue and insurance premiums receivable (net of allowance of $2.6) | 247.4 | |||
Total receivables | 564.3 | |||
Accrued investment income | 26.8 | |||
Current income taxes receivable | 17.2 | |||
Deferred income taxes | 55.3 | |||
Deferred acquisition costs | 422.6 | |||
Prepaid reinsurance premiums | 1,473.0 | |||
Property and equipment, net | 61.4 | |||
Goodwill | 604.6 | |||
Value of business acquired | 30.0 | |||
Other intangible assets | 129.0 | |||
Other assets | 107.5 | |||
Total assets | $ | 6,574.1 |
3
December 31, | ||||
2017 | ||||
Liabilities and shareholders’ equity | ||||
Reserves: | ||||
Unearned service contract revenue | $ | 2,469.1 | ||
Unearned insurance premiums | 1,356.0 | |||
Service contract benefits and claims payable | 417.7 | |||
Total reserves | 4,242.8 | |||
Deferred income taxes | 4.7 | |||
Ceded service contract revenue and insurance premiums payable | 212.4 | |||
Funds held under reinsurance treaties | 141.7 | |||
Debt | 590.2 | |||
Accounts payable and accrued expenses | 192.1 | |||
Other liabilities | 266.7 | |||
Total liabilities | 5,650.6 | |||
Shareholders’ equity: | ||||
Class A common stock, par value $0.0001 per share; 9,477,627 authorized, issued, and outstanding | — | |||
Class B common stock, par value $1 per share, 15,000,000 shares authorized, 9,481,727 shares issued and outstanding | 9.5 | |||
Additional paid-in capital | 947.3 | |||
Retained earnings | 110.6 | |||
Accumulated other comprehensive loss, net of taxes | (145.7 | ) | ||
Total shareholders’ equity before minority interest | 921.7 | |||
Minority interest | 1.8 | |||
Total shareholders’ equity | 923.5 | |||
Total liabilities and shareholders’ equity | $ | 6,574.1 |
See accompanying notes.
4 TWG
Holdings Limited Consolidated
Statement of Income (In
Millions) Year Ended December 31, 2017 See accompanying notes. 5 TWG
Holdings Limited Consolidated
Statement of Comprehensive Income (In
Millions) Year Ended December 31, 2017 See
accompanying notes. 6 TWG
Holdings Limited Consolidated
Statement of Changes in Shareholders’ Equity (In
Millions) See
accompanying notes. 7 TWG
Holdings Limited Consolidated
Statement of Cash Flows (In
Millions) Year Ended December 31, 2017 8 TWG
Holdings Limited Consolidated
Statement of Cash Flows (continued) (In
Millions) Year Ended December 31, 2017 See accompanying notes. 9 TWG
Holdings Limited Notes to
Consolidated Financial Statements (In Millions,
Except Per Share Data) 1. Organization
and Basis of Presentation TWG Holdings
Limited (TWG), a Bermuda exempted company, specializes in the underwriting, administration, and marketing of service contracts
(typically extended warranties) on a wide variety of consumer goods, including automobiles, consumer electronics, and major home
appliances. The extended warranty programs generally cover the repair or replacement of products for defects in material and workmanship
for a specified period of time following the expiration of the manufacturer’s warranty. Additionally, TWG provides coverage
for credit life, individual disability, and specialty insurance products, including credit card enhancement benefit programs.
TWG operates offices in North America, Europe, and in Other International regions such as Latin America and Asia Pacific. The
ultimate control of TWG is held by Wolverine Advisors, Inc. an affiliate of TPG Capital. L.P. (TPG). Prior to
November 30, 2006, TWG consisted of certain wholly owned subsidiaries and functions of Aon Corporation that collectively did business
as Aon Warranty Group. In November 2006, Aon Warranty Group was acquired by Onex Corporation and certain of its affiliates
(Onex) from Aon Corporation and was renamed The Warranty Group, Inc. (TWG Inc.). Prior to the sale, Virginia Surety Company, Inc.
(VSC) (a wholly-owned subsidiary of TWG) wrote traditional property and casualty (P&C) business. When TWG Inc. was acquired
by Onex, VSC ceased writing P&C business and focused on core service contracts. As part of the transaction, loss portfolio
transfers, which are referred to as LPTs, were issued and indemnification agreements with third party reinsurers were entered
into to facilitate the sale of TWG Inc. to Onex. On August
1, 2014, Wolverine Acquisitions, Inc., established TWG Holdings Limited and acquired TWG Inc. from Onex. The aggregate consideration
paid in connection with such merger, which is referred to as the Wolverine merger was approximately $1,523 which consisted of
$1,278 in cash and $245 in assumed debt. Upon acquisition, TWG Inc. became a wholly owned subsidiary of TWG. In connection with
the Wolverine merger, as a result of the application of business combination accounting, the assets and liabilities of TWG were
adjusted to their estimated fair values as of the closing date of the Wolverine merger. On October
17, 2017, TWG, TWG Re, Ltd. (TWG Re) and Arbor Merger Sub, Inc. (Merger Sub), a Delaware corporation and a direct wholly owned
subsidiary of TWG that had been newly formed for the purpose of the proposed merger described herein, entered into an Agreement
and Plan of Merger with Assurant, Inc. (Assurant) (the Proposed Merger) pursuant to which Merger Sub would merge with and into
Assurant, with Assurant continuing as the surviving corporation following the Proposed Merger. On January 8, 2018, TWG,
TWG Re, Merger Sub and Assurant entered into an Amended and Restated Agreement and Plan of Merger (the Amended and Restated Proposed
Merger). Under the terms of the Amended and Restated Proposed Merger and subject to the satisfaction or waiver of the conditions
therein, Assurant and TWG will combine their businesses through a transaction in which TWG will merge with Arbor Merger Sub, Inc.,
a direct wholly owned subsidiary of Assurant formed for the purpose of the Amended 10 TWG
Holdings Limited Notes to
Consolidated Financial Statements (Continued) (In Millions,
Except Per Share Data) and Restated
Proposed Merger, with TWG continuing as the surviving corporation, and TWG will become a wholly owned subsidiary of Assurant following
the Amended and Restated Proposed Merger. 2. Summary
of Significant Accounting Policies Basis
of Consolidation and Use of Estimates The accompanying
consolidated financial statements include the accounts of TWG and all of its wholly owned subsidiaries and have been prepared
in conformity with U.S. generally accepted accounting principles (U.S. GAAP). All significant intercompany transactions and balances
have been eliminated in consolidation. The preparation
of consolidated financial statements in conformity with U.S. GAAP requires management of TWG to make estimates and assumptions
that affect amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could
change in the future as more information becomes known which could affect the amounts reported and disclosed herein. TWG transacts
business primarily through six insurance company subsidiaries: VSC, London General Insurance Company, Limited (LGI), London General
Life Insurance Company, Limited (LGL), Virginia Surety Compania de Seguros do Brazil (VSC Brazil), Virginia Surety Compania de
Seguros (VSC Argentina) and Virginia Surety Seguros de Mexico (VSC Mexico) as well as through three primary service company subsidiaries:
Consumer Program Administrators, Inc., National Product Care Company and Automotive Warranty Services, Inc.; and TWG Re. Substantially
all of the service products issued by the service company subsidiaries are insured by TWG’s wholly owned insurance company
subsidiaries. In addition,
TWG completed a step-up acquisition of TVS TWG Warranty Solutions Limited (TVS India) in December 2017 by increasing its ownership
in the company from 49% to 90%. As a result, TWG performs a full consolidation of TVS India’s financial results and adjusts
for the 10% minority, noncontrolling interest. See Note 19 for additional information.
Service Contract and Insurance Operations TWG follows
accounting guidance that is included in Accounting Standards Codification (ASC) Topic 605, Revenue from Contracts with Customers,
and ASC Topic 944, Financial Services – Insurance, for recognizing service contract and premium revenue
and acquisition costs. Service contact revenue under ASC Topic 605 is produced by TWG’s service company subsidiaries, primarily
domiciled in the United States (U.S.). Premium revenue under ASC Topic 944 is produced by TWG’s regulated insurance company
subsidiaries to unaffiliated third parties. 11 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) TWG is not
party to the manufacture or marketing of the underlying products. However, it is at risk to indemnify purchasers of the underlying
products against certain covered repair costs associated with mechanical breakdown or failure of the products during the terms
of the contracts. The historical
run-off property and casualty business is accounted for as LPTs using prospective reinsurance accounting. Revenue
Recognition TWG records
revenue on service contracts issued by TWG’s service company subsidiaries at the net amount remitted by the selling dealer
or retailer (Dealer Cost) rather than at the amount paid by the consumer (Retail Cost). Cancellations of these contracts are typically
processed through the selling dealer or retailer, and TWG refunds only the unamortized balance of the Dealer Cost. However, TWG
is the primary obligor on these contracts and must refund the full amount of retail cost if the selling dealer or retailer cannot
or will not refund its portion. TWG records
premium and associated unearned premium on extended warranty and credit contracts issued by its regulated insurance company subsidiaries
primarily domiciled in Europe, Brazil, and Australia at Retail Cost. The difference between Retail Cost and Dealer Cost is recognized
as commission and deferred as a component of deferred acquisition costs. At December 31, 2017, $246.4 of deferred acquisition
costs were related to dealer and retailer commissions. Unearned
Service Contract Revenue and Insurance Premiums Unearned
service contract revenue and unearned insurance premiums on service contracts and single-premium insurance contracts related to
warranty agreements are calculated to result in service contract revenue and insurance premiums being earned over the period at
risk. The calculations are based on historical analyses of service contract benefits and claim payment patterns over the duration
of the policies in force, which, in some circumstances, supports the use of a pro rata method. Unearned premiums on single-premium
credit life and disability insurance are calculated using pro rata and proportional methodologies and the mean of pro rata and
proportional methodologies, respectively. Service
Contract Benefits and Insurance Claims Payable Reserves Service
contract benefits and claims payable reserves represent the estimated ultimate net cost of all reported and unreported losses
incurred and unpaid at the balance sheet dates. TWG does not discount service contract benefits and claims payable reserves. The
reserves are estimated using individual case-by-case-basis valuations and statistical analyses. Those estimates are subject to
the effects of trends in loss severity and frequency and claims reporting patterns of TWG’s third- 12 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) party administrators.
Although considerable variability is inherent in such estimates, management believes the reserves for service contract benefits
and claims payable are reasonable. The estimates are regularly reviewed and adjusted as necessary as experience develops or new
information becomes known. Profit
Commissions and Interest Crediting Certain
of TWG’s arrangements with producers (dealers and retailers) of service contracts and insurance products include profit-sharing
provisions, whereby the underwriting profits, after a fixed percentage allocation for TWG and an allocation for investment income,
are remitted to the producers on a retrospective basis. Profit commissions are accrued each period in accordance with the individual
profit commission agreements. At December 31, 2017, $852.5 of unearned service contract revenue and insurance premiums were
subject to retrospective commission agreements. Under certain
arrangements, TWG holds funds on behalf of producers for which earned interest is shared with such interests, generally determined
using U.S. treasury rates. TWG recorded interest crediting expense related to these arrangements of $7.0 for 2017. Reinsurance TWG utilizes
reinsurance arrangements to manage the exposure to potential losses. Reinsurance does not affect TWG’s liability to the
policyholders. TWG remains primarily liable to policyholders for the risks insured. Reinsurance premiums, commissions, and benefits
to policyholders are accounted for on bases consistent with those used in accounting for the original policies issued and the
terms of the reinsurance contracts. Premiums and benefits ceded to other companies are reported as a reduction of premium revenue
and benefits. Expense reimbursements received in connection with reinsurance ceded have been accounted for as a reduction of the
related acquisition costs. Reinsurance receivables and prepaid reinsurance premium amounts are reported as assets. TWG holds
funds on behalf of unaffiliated companies in conjunction with certain reinsurance arrangements in order to securitize risks
transferred as part of these reinsurance transactions. These balances are recorded as liabilities on TWG’s consolidated
balance sheet. Cash
and Cash Equivalents TWG considers
cash on hand, all operating cash, and working capital cash accounts to be cash equivalents. These amounts are carried at cost,
which approximates fair value. 13 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Investments Fixed-Maturity
and Equity Securities Investments
in fixed-maturity and equity securities with readily determinable fair values are designated at the time of purchase as either
available-for-sale or trading. Available-for-sale investments are stated at fair value, with unrealized holding gains and losses
reported in accumulated other comprehensive loss, net of taxes. The amortized
cost of fixed maturities other than mortgage-backed and asset-backed securities is adjusted for amortization of premiums and the
accretion of discounts using the effective yield method. The amortized
cost of mortgage-backed and asset-backed securities is adjusted for amortization of premiums and accretion of discounts using
the retrospective method, based on current prepayment assumptions. Adjustments to the amortized cost are included in net investment
income. Short-Term
Investments Short-term
investments, including certificates of deposit, money market funds held for investment purposes in certain markets, and highly
liquid debt instruments purchased with maturities of up to one year, are carried at cost, which approximates fair value. Dealer
Loans Dealer loans
are generally carried at cost or unpaid principal balance. Dealer loans are comprised of loans to producers of reinsured warranty
contract sales. The full carrying values of dealer loans are secured by the producers’ interest in the future profits in
the reinsured business. A dealer loan is considered to be impaired when it is probable that TWG will be unable to collect all
principal and interest due according to the contractual terms of the loan agreement. TWG measures such impairments based on the
present value of the expected future cash flows discounted using the loan’s initial effective interest rate, or when reliable
information is available, through the fair value of the collateral, less expected costs to sell. TWG reported an allowance of
$1.5 as of December 31, 2017 against the carrying value of dealer loans. Equity
Method Investments TWG uses
the equity method of accounting for investments in limited partnerships and limited liability companies. In applying the equity
method, TWG’s share of distributed and undistributed net income of the investee is reported in net investment income in
the consolidated 14 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) based on
the availability of financial information from the general partners or investment managers. The financial statements for
these investees are audited on an annual basis. Other Invested Assets TWG’s
investments in private equity funds are reported at fair value using the net asset value (NAV) per share as provided by the investment
fund managers and derived from the underlying securities. For those investments for which TWG has elected the fair value option,
changes in fair value are reported in TWG’s consolidated statement of income. For those investments for which TWG has not
elected the fair value option, changes in fair value are reported in accumulated other comprehensive loss, net of taxes. Derivative
Instruments TWG entered
into forward contracts to mitigate foreign exchange rate exposure on certain of its non-U.S. dollar denominated investments. The
forward contracts used have a term of less than six months and will be renewed as long as the non-U.S. dollar-denominated investments
are held in TWG’s investment portfolio. Forward contracts are designated as hedges for accounting purposes. At December 31,
2017, TWG had forward contracts outstanding with a notional value of $28.5. TWG reports the fair value of forward contracts in
other investments in the consolidated balance sheet and reports changes in the fair value of forward contracts in realized gains
in the consolidated statement of income. At December 31, 2017, the fair value of the forward contracts was $ (0.1). Realized
Gains and Losses Realized
gains and losses on disposal of investments are computed using the specific cost of the security sold and are reported as net
realized available-for-sale investment gains in the consolidated statement of income. TWG conducts a periodic review to identify
and evaluate invested assets having other-than-temporary impairments (OTTI). Some of the factors considered in identifying OTTI
include (a) for fixed-maturity securities, whether TWG intends to sell the investment or whether it is more likely than not
that TWG will be required to sell the investment prior to an anticipated recovery in value; (b) for equity securities, TWG’s
ability and intent to retain the investment for a reasonable period of time sufficient to allow for an anticipated recovery in
value; (c) the likelihood of the recoverability of principal and interest for fixed-maturity securities (i.e., whether there
is a credit loss) or cost for equity securities; (d) the length of time and extent to which the fair value has been
less than amortized cost for fixed-maturity securities or cost for equity securities; and (e) the financial condition; near-term,
and long-term prospects for the issuer, including the relevant industry conditions and trends; and implications of rating agency
actions and offering prices. 15 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Fixed-maturity
securities in an unrealized loss position are evaluated to determine if a credit loss exists. Fixed-maturity securities in an
unrealized loss position for which management believes a credit loss exists are considered to be other than temporarily impaired.
For these securities, TWG bifurcates OTTI losses into a credit component and a non-credit component. The credit component, which
represents the difference between the discounted expected cash flows (at the securities’ effective interest rate) and amortized
cost, is recognized in the consolidated statement of income. The non-credit component is recognized in accumulated other comprehensive
income (loss) and represents the difference between fair value and the discounted cash flows that TWG expects to collect. Fair
Values TWG determines
fair values for fixed-maturity and equity securities based on quoted market prices for identical assets, where available. Otherwise,
fair values are based on quoted market prices of comparable instruments in active markets, quoted market prices in inactive markets,
or other observable criteria. The fair values of TWG’s private equity funds have been estimated using the NAV per share,
as provided by the investment fund manager, and derived from the fair value of the underlying securities. Fair values for cash,
short-term investments, dealer loans, receivables, and general accruals approximate carrying value. The fair value of TWG’s
debt is based on the current rates estimated to be available to TWG for debt of similar terms and remaining maturities. See Note 4
for further information. Variable
Interest Entities (VIE) TWG invests
in limited partnerships and other entities that are subject to VIE analysis under the VIE subsections of ASC Topic 810, Consolidation.
At the time these agreements are executed, TWG evaluates the applicability of the accounting guidance for VIEs. TWG analyzes each
investment to determine whether it is a VIE, and, if so, whether TWG is the primary beneficiary or a significant interest holder
based on a qualitative and quantitative assessment. TWG evaluates the design of the entity, the risks to which the entity was
designed to expose the variable interest holder, and the extent of TWG’s control of and variable interest in the VIE. A
VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary)
as a result of having both the power to direct the activities of a VIE that most significantly affect the VIE’s economic
performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant
to the VIE. TWG determines whether it is the primary beneficiary of a VIE subject to consolidation based on a qualitative assessment
of the entity’s capital structure, contractual terms, nature of the entity’s operations and purpose, and TWG’s
relative exposure to the related risks of the entity on the date it becomes initially involved with the entity. TWG reassesses
its VIE determination with respect to an entity on an annual basis. 16 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) As of December 31,
2017, based on its qualitative and quantitative assessment primarily due to the increase in ownership from 49% to 90%, TWG determined
that it is deemed to be the primary beneficiary in a VIE, TVS India. All material intercompany accounts and transactions have
been eliminated in consolidation. Details about the TVS India acquisition and its related financial information are presented
in Note 19. Deferred Acquisition Costs
(DAC)
Certain costs of acquiring warranty and credit business, principally commissions, premium tax, underwriting, and variable sales
expenses that are directly related to the successful acquisition of new business, are deferred and amortized as the related service
contract revenues and insurance premiums are earned. DAC is subject
to annual recoverability and loss recognition testing. These tests validate that the present value of future contract-related
cash flows will support the capitalized DAC asset. The cash flows consist primarily of service contract revenues and insurance
premiums, fees, and investment income, less claim-related benefits and expenses. In the event the estimated present value of net
cash flows is less than the DAC asset, a DAC recoverability charge exists. This DAC recoverability would be charged to expense
as a component of amortization of DAC, and the corresponding DAC asset would be reduced accordingly. No DAC recoverability charges
were recorded during 2017. In certain
international markets, TWG occasionally pays an up-front acquisition cost as an incentive to attract new retailers. The up-front
costs are deferred and amortized over the related contract period. The unamortized portion of the up-front costs is included in
DAC in the consolidated balance sheet, and the related amortization is included in amortization of deferred acquisition costs
in the consolidated statement of income. Below is
a roll-forward of the DAC balances as of December 31, 2017: Property
and Equipment Property
and equipment are stated at cost, less accumulated depreciation and amortization. Included in this category is internal use software,
which is software that is acquired, internally developed, or modified solely to meet internal needs, with no plan to market externally. 17 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Depreciation
is calculated over the estimated useful lives of the related assets using the straight-line method. Useful lives range from three
to ten years, except for leasehold improvements. Amortization
of leasehold improvements is computed using the straight-line method over the shorter of the lease term or 15 years. The components
of property and equipment at December 31, 2017 are as follows: Depreciation
expense, reported in other operating expenses in the accompanying consolidated statement of income, was $7.8. TWG reviews
its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability
of assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash
flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment
charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment
charges were recorded during 2017. During 2017,
TWG relocated its corporate offices and per the terms of the new leases, TWG received $8.1 of tenant improvement allowance and
$3.6 of rent abatement and recorded them in other liabilities. Both of these items are being amortized over the term of the leases.
TWG also expensed $0.8 of remaining leasehold improvements related to the previous location. Goodwill
represents the excess of acquisition costs over the net fair values of identifiable assets acquired and liabilities assumed in
a business combination. Goodwill is deemed to have an indefinite life and is not amortized but rather tested at least annually
for impairment. At the time of the annual goodwill impairment test, TWG has the option to first assess qualitative factors to 18 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) determine
whether it is necessary to perform a quantitative goodwill test. The goodwill quantitative impairment test has two steps. The
first step identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill.
If the fair value of the reporting unit exceeds the book value, goodwill is not impaired, and the second step is not required.
If the book value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair
value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write-down is recorded.
The fair value is based on an evaluation of ranges utilizing primarily discounted cash flows of the reporting unit. Certain key
assumptions considered include forecasted trends in revenues, investment yields, benefit costs, operating expenses, and effective
tax rates. TWG performs
an impairment analysis at least annually, in the fourth quarter, or whenever events or changes in business circumstances necessitate
an evaluation for impairment using a fair value approach. In 2017, TWG management performed a qualitative assessment of the recorded
goodwill balances and determined that it was not necessary to perform the two-step quantitative goodwill impairment test and that
the recorded goodwill balances were not impaired. Value
of Business Acquired and Other Intangible Assets Value of
Business Acquired (VOBA) represents the discounted value of the projected after-tax profit expected from contracts in-force at
the acquisition date. VOBA is being amortized in relation to the earnings pattern of the contracts in-force. Other intangible
assets consist of customer relationships, trademarks, information technology, and insurance licenses. Customer relationships,
trademarks, and information technology intangible assets are deemed to have finite lives and are being amortized over their useful
lives. Insurance licenses are deemed to have an indefinite life and are not amortized. Comprehensive
Income Comprehensive
income is comprised of net income and other comprehensive income or loss, which includes foreign currency translation and unrealized
gains and losses on securities classified as available-for-sale, less deferred income taxes. Foreign
Currency Translation TWG assigns
functional currencies to its foreign operations, which are generally the currencies of the local operating environment. Foreign
currency amounts are remeasured to the functional currency, and the resulting foreign exchange gains or losses are reflected in
the consolidated statement of income. Functional currency amounts are then translated into U.S. dollars. The foreign currency
re-measurement and translation are calculated using current exchange rates for the items reported on the consolidated balance
sheet and average exchange rates for items recorded in the consolidated statement of income. The gains or losses resulting from
the 19 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) translation
of foreign currency financial statements into U.S. dollars are included in shareholders’ equity and other comprehensive
income, net of income taxes. Share-Based
Compensation TWG accounts
for the issuance of restricted stock awards and stock option grants based on the fair value of the awards in accordance with accounting
guidance included in the ASC Topic 718, Compensation –
Stock Compensation. This guidance requires companies to recognize employee share-based compensation expense in the consolidated
statement of income over the vesting period based on the fair value at the grant date. Share-based payments include restricted
stock and stock options granted under TWG’s stock plans. See Note 16 for further information. Income
Taxes A significant
portion of TWG’s subsidiaries file a consolidated tax return in the U.S. TWG maintains a tax-sharing agreement with all
of its U.S. subsidiaries, whereby allocation is made primarily on a separate-return basis, with current credit for any net operating
losses or other items utilized in the consolidated tax return. TWG recognizes current federal income taxes based upon amounts
estimated to be payable or recoverable as a result of taxable operations for the current year. Income earned or losses generated
by subsidiaries outside of the U.S. are generally subject to tax at the jurisdictional tax rates which can differ from the U.S.
rate. TWG recognizes
deferred income tax assets and liabilities for the expected future tax effects attributable to temporary differences between the
consolidated financial statement and tax return bases of assets and liabilities based on enacted tax rates and other provisions
of tax law. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or some portion of
the deferred tax assets will not be realized. On December
22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (The Act).
The Act introduces tax reform that reduces the current corporate federal income tax rate from 35% to 21%, among other changes.
The corporate tax rate reduction is effective January 1, 2018. The Company was required to remeasure its net deferred tax
asset as of the December 22, 2017 enactment date. Deferred income taxes result from temporary differences between the tax basis
of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts
in future years. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in years
in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted
through income tax expense as changes in tax laws are enacted. The Company has determined that, based on current estimated information,
The Act's impact increased tax expense by $5.7 as of the enactment date. This provisional re-measurement amount is anticipated
to change as data becomes available allowing a more accurate scheduling of the deferred tax assets and liabilities. 20 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Income generated
in certain foreign jurisdictions has not been subject to U.S. income taxes. TWG intends to reinvest these earnings for the foreseeable
future. The Act makes significant changes to the manner in which unremitted foreign earnings are taxed. TWG performed an estimated
computation of the impact of the tax changes for the unremitted foreign earnings which resulted in no tax impact. However, future
distributions may be subject to additional U.S. income taxes under The Act and any determination of the amount of unrecognized
deferred income tax liabilities is not practicable at this time. The Act
subjects a U.S. shareholder to current tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries.
The FASB Q&A Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting
policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide
for the tax expense related to GILTI in the year the tax is incurred. TWG has elected to recognize the tax on GILTI as a period
expense in the period the tax is incurred. For financial
statement purposes, TWG recognizes tax benefits only for tax positions that are more likely than not to be sustained upon examination
by taxing authorities. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. TWG classifies
penalties and interest related to all tax matters in income tax expense. TWG files its tax returns as prescribed by the tax laws
of the jurisdictions in which it operates. Adoption
of Recently Issued Accounting Pronouncements Short
Duration Contracts In May 2015,
the FASB issued an accounting standard that requires additional disclosures (including accident year information) for short-duration
insurance contracts. New disclosures about the liability for unpaid losses and loss adjustment expenses are required for annual
periods beginning after December 15, 2016. The annual disclosures by accident year include: disaggregated net incurred and
paid claims development tables segregated by business type (not required to exceed ten years), reconciliation of total net reserves
included in development tables to the reported liability for unpaid losses and loss adjustment expenses, incurred but not reported
information, quantitative information and a qualitative description about claim frequency, and the average annual percentage payout
of incurred claims. Further, the new standard requires, when applicable, disclosures about discounting liabilities for unpaid
losses and loss adjustment expenses and significant changes and reasons for changes in methodologies and assumptions used to determine
unpaid losses and loss adjustment expenses. In addition, the roll-forward of the liability for unpaid losses and loss adjustment
expenses currently disclosed in annual financial statements is required for interim periods beginning in the first quarter of
2018. TWG has adopted the standard on its required effective date and has included the required disclosures 21 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) within Note
7 to these consolidated financial statements. Because the new standard does not affect accounting recognition or measurement,
the effect of this standard on TWG’s consolidated financial statements is limited to disclosure. Share-Based
Compensation In March 2016,
the FASB issued new accounting guidance, which is intended to simplify certain aspects of the accounting for share-based compensation.
The new guidance provides an accounting policy election to account for forfeitures by either applying an assumption, as required
under existing guidance, or by recognizing forfeitures when they actually occur. The new guidance is effective for annual and
interim periods beginning after December 15, 2016, with early adoption permitted. TWG has adopted the standard on its required
effective date. The new guidance did not have a material impact on the consolidated financial statements. Consolidations In February 2015,
the FASB issued new accounting guidance on consolidations, which will eliminate the deferral granted to investment companies from
applying the variable interest entities guidance and make targeted amendments to the current consolidation guidance. The new guidance
applies to all entities involved with limited partnerships or similar entities and requires re-evaluation of these entities under
the revised guidance, which could change previous consolidation conclusions. The new guidance is effective for TWG as of January 1, 2017.
This new guidance did not have a material impact on the consolidated financial statements. Pending
Adoption of Recently Issued Accounting Pronouncements Revenue
from Contracts with Customers In May 2014,
the Financial Accounting Standards Board (the FASB) issued amended guidance on revenue recognition. The amended guidance affects
any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer
of nonfinancial assets unless those contracts are within the scope of other standards. Insurance contracts are within the scope
of other standards and, therefore, are specifically excluded from the scope of the amended revenue recognition guidance. The core
principle of the amended guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. To achieve the core principle, the entity applies a five-step process outlined in the amended guidance, in which
it assesses factors including identifying performance obligations, determining the transaction prices and how it recognizes the
transaction price as it satisfies performance obligations. The amended guidance also includes a cohesive set of disclosure requirements.
For private companies, the amended guidance is effective for interim and annual periods beginning after December 15, 2018,
and early adoption 22 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) is permitted.
An entity can choose to apply the amended guidance using either the full retrospective approach or a modified retrospective approach.
TWG plans to adopt these changes on the required effective date for private companies. While TWG
continues to evaluate the impacts of this new guidance on the amounts and disclosures reported within the consolidated financial
statements, TWG does not expect a material change to the current revenue recognition pattern, net income, or total shareholders’
equity. However, based on an evaluation of the criteria within the new standard and consideration of TWG’s performance obligations,
TWG expects to change its revenue recognition policies for certain contracts to the retail amount paid by the consumer to the
selling dealer or retailer acting as TWG’s agent, as compared to the current practice of recording the net amount remitted
by the selling dealer or retailer, which is net of commissions. This change is expected to impact a significant portion
of TWG’s warranty products’ revenues. As a result, TWG expects a material increase to service contract revenue and
deferred acquisition cost amortization on the statement of income and unearned service contract revenue reserves and deferred
acquisition cost asset on the balance sheet. While the cumulative effect of adoption may be significant to certain financial statement
line items, TWG does not expect the impact of the new guidance to be material to its results of operations or financial position. Statement
of Cash Flows Presentation and Classification In August
2016, the FASB issued amended guidance on presentation and classification in the statement of cash flows. The amendments address
certain specific cash flow issues: debt prepayment and debt extinguishment costs; settlement of zero-coupon or insignificant coupon
debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance
claims; proceeds from the settlement of corporate- Statement of Cash Flows owned life insurance policies (including bank-owned
life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions;
and guidance related to the identification of the primary source for separately identifiable cash flows. The amended guidance
is effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Therefore,
the Company is required to adopt the guidance on January 1, 2018. The adoption of this amended guidance will not have an impact
on TWG’s financial position and results of operations. Reporting
Credit Losses of Assets Held at Amortized Cost In
June 2016, the FASB issued amended guidance on reporting credit losses for assets held at amortized cost and available-for-sale
debt securities. For assets held at amortized cost, the amended guidance eliminates the probable recognition threshold, and, instead
requires an entity to reflect the current estimate of all expected credit losses. For available-for-sale debt securities, credit
losses will be measured in a manner similar to current accounting requirements; however, the amended guidance requires that credit
losses be presented as an allowance rather than as a 23 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) permanent
impairment. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit
exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right
to receive cash. The amended guidance is effective in fiscal years beginning after December 15, 2019, including interim periods
within those fiscal years. Therefore, TWG is required to adopt the guidance on January 1, 2020. Early adoption is permitted as
of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. TWG is evaluating
the requirements of this amended guidance and the potential impact on TWG’s financial position and results of operations. Financial
Instruments In January 2016,
the FASB issued amended guidance on the measurement and classification of financial instruments. This amended guidance requires
that all equity investments be measured at fair value, with changes in fair value recognized through net income (other than those
accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments
also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of
a liability resulting from a change in the instrument-specific credit risk when the fair value option has been elected for financial
liabilities. The amendments eliminate the requirement to disclose the methods and significant assumptions used to estimate the
fair value for financial instruments measured at amortized cost; however, business entities will be required to use the exit price
when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes. In addition, the new
guidance requires financial assets and financial liabilities to be presented separately in the notes to the financial statements,
grouped by measurement category and form of financial asset. The new guidance will be effective for TWG as of January 1,
2018. If the new guidance were adopted as of January 1, 2017, there would be a reclassification from accumulated other comprehensive
loss to retained earnings equal to unrealized loss of $ (0.1) on available-for-sale equity securities at December 31, 2016. The
impact to net realized gains (losses) would equal the change in net unrealized gains of $1.6 on available-for-sale equity securities
between December 31, 2017 and 2016. Leases In February 2016,
the FASB issued updated guidance on leases. The updated guidance requires a lessee to recognize a right-of-use asset and a lease
liability on the balance sheet for leases with terms longer than twelve months. Leases will be classified as either finance or
operating, with classification affecting the pattern of expense recognition in the consolidated statement of income. The updated
guidance is effective for private companies for interim and annual periods beginning after December 31, 2019, and early adoption
is permitted. TWG is required to adopt the guidance effective January 1, 2020. A modified retrospective transition approach
is required 24 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) for lessees
for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented
in the financial statements, with certain practical expedients available. TWG is currently evaluating the impact this new guidance
will have on its consolidated financial position and results of operations. TWG is currently creating an inventory of its leases
and calculating the current minimum future lease payments. Reclassification of Certain
Tax Effects from Accumulated Other Comprehensive Income In February
2018, the FASB issued guidance on reporting comprehensive income concerning the reclassification of certain tax effects from accumulated
other comprehensive income, which allows entities to reclassify from accumulated other comprehensive income to retained earnings
stranded tax effects resulting from the new federal corporate income tax rate resulting from application of The Act. The guidance
permits the reclassification of other stranded tax effects that relate to The Act but do not directly relate to the change in
the federal rate. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those
fiscal years. Early adoption is permitted for reporting periods for which financial statements have not yet been issued or made
available for issuance. TWG is currently evaluating the impact of this new guidance and did not early adopt such guidance as of
December 31, 2017. 25 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 3. Investments Fixed-Maturity
and Equity Securities The tables
below present the amortized cost, gross unrealized gains, gross unrealized losses, and fair value of all investments in available-for-sale
fixed-maturity and equity securities owned by TWG at December 31, 2017: (1) Based on foreign currency exchange rates at December 31, 2017. Amortized
cost for fixed maturities and equity securities available-for-sale included net unrealized foreign currency exchange losses of
$24.3. The net unrealized foreign exchange losses were primarily related to TWG’s investments in foreign government securities
and corporate bonds. TWG’s investments in foreign government securities and corporate bonds are generally held in countries
where TWG has policyholder liabilities, which allow the assets and liabilities to be more appropriately matched. The majority
of the net unrealized foreign exchange losses on foreign government securities and corporate bonds were attributable to securities
held in Brazil, Australia, Mexico, Japan, and Europe. 26 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The amortized
cost and fair value of available-for-sale fixed-maturity securities owned by TWG at December 31, 2017, by contractual maturity,
are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties. Amortized Cost Fair Value Proceeds
from the sale of investments in available-for-sale fixed-maturity securities by TWG were $259.0 in 2017. Gross realized
gains and losses on available-for-sale fixed-maturity and equity securities included in the accompanying consolidated statement
of income are as follows: Year Ended December 31, 2017 27 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) TWG recognizes
an impairment loss for its equity method investments in limited partnerships and limited liability companies when evidence demonstrates
that the loss is other than temporary. There were no impairments recorded for equity method investments in 2017. Major categories
of net investment income generated by the invested assets of TWG are summarized as follows: Year Ended December 31, 2017 The Company
credits investment income to certain producers based upon contractual requirements. Interest crediting (see Note 2) is included
in other operating expenses in the consolidated statement of income. 28 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The fair
value and unrealized loss, for available-for-sale fixed-maturity and equity securities, aggregated by investment category and
length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2017 are shown
in the table below: Less Than 12 Months Greater Than 12 Months The weighted
average credit rating of TWG’s fixed-maturity securities was “A” rated by Standard & Poor’s (S&P).
Total gross unrealized losses represent approximately 1.9% of the aggregate fair value of the related securities. Approximately
31% of the gross unrealized losses were in a continuous loss position for less than twelve months. The total gross unrealized
losses are comprised of 838 individual securities. 186 individual securities were in a continuous unrealized loss position for
twelve months or more. 536 of the gross unrealized losses were concentrated in TWG’s foreign government and corporate fixed-maturity
securities. At December 31, 2017, TWG did not intend to sell the fixed-maturity securities and it was not more likely than not
that TWG would be required to sell the securities before the recovery of their amortized cost basis. During 2015,
TWG transitioned to a new asset manager and implemented a new alternative and private placement investment strategy designed to
maximize yield and balance risk. The following is a description of TWG’s alternative and private placement investment
strategies: 29 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Natural
Resources This strategy
provides financing for operations, development, and expansion of energy assets through debt and/or equity investments in management
companies and or projects. Real
Estate Equity This strategy
purchases investments in income-producing commercial and residential real estate properties that are investment grade with stabilized
occupancies at 70% or above. Corporate
Mezzanine/Special Situations This strategy
invests in debt and equity securities of companies undergoing longer-term structural changes in their sources of capital and other
special credit or equity situations with predictable cash flows and defined exits. Real
Estate This strategy
invests in debt securities that are secured by high-quality commercial real estate assets with strong in-place cash flows. Consumer/Small- and Medium-Sized
Enterprise (SME) Credit This strategy
invests in unsecured pools of consumer loans or provides loans to small and medium sized enterprises. Infrastructure
Debt This strategy
invests in debt securities that are issued against underlying infrastructure assets and are repaid via a contractual cash flow
stream over a defined time period. 30 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The following
table summarizes the carrying amounts of TWG’s limited partnerships and private placement debt and equity investments by
strategy and the remaining unfunded commitment associated with each strategy: TWG accounts
for investments in limited partnerships and limited liability companies using the equity method of accounting. In applying the
equity method, TWG’s share of distributed and undistributed net income of the investee is reported in net investment income
in the consolidated statement of income. TWG uses the most recently available financial information provided by the general partner
or manager of each of these investments, which is one to three months prior to the end of TWG’s reporting period. The financial
statements for these investees are audited on an annual basis. TWG generally
does not have the contractual option to redeem its equity method or private equity fund investments. Liquidation of these investments
is triggered by clauses within the limited partnership agreements or at the private equity funds’ stated end date. TWG does
not 31 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) have the
ability to sell or transfer its ownership interest without the consent of the general partner or investment manager. TWG’s
private placement debt and equity securities are generally classified as available-for-sale and are measured at their estimated
fair value. Changes in fair value are reported in accumulated other comprehensive (loss) income, net of taxes. During 2013,
TWG made a commitment to invest $25.0 in Irish Specialty Loan Fund III. This private equity fund was organized as a closed-end
investment company with variable capital and was incorporated in Ireland as a public limited company. This fund invests in senior
secured debt along with second and third lien secured loans and senior and subordinated corporate debt securities that are issued
by middle market companies. As of December 31, 2017, TWG had invested $14.0 in this fund, which was included in other invested
assets in the consolidated balance sheet. 4.
Fair Value Measurements TWG’s
estimates of fair value for financial assets and financial liabilities are based on the framework established in the fair value
accounting guidance. The fair value hierarchy gives the highest priority to quoted prices with readily available independent data
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3).
The three levels of the hierarchy are as follows: 32 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) than
quoted market prices that are observable for the asset, such as interest rates or yield curves, or other inputs derived principally
from other observable market information. When quoted market prices in active markets are not available, fair values are derived
through matrix pricing, which is a mathematical technique, used principally to value debt securities by relying on the securities’
relationship to other benchmark-quoted securities and not by relying exclusively on quoted market prices for specific securities. TWG initially
estimates the fair value of investments in private equity funds and private placement debt securities by reference to the transaction
price. Subsequently, TWG obtains the fair value of these investments from the general partner or investment manager. TWG periodically
performs a number of monitoring procedures in order to assess the quality of the information provided, including regular review
and discussion of each investment’s performance and a review of the audited and interim financial statements. Other investments
with redemption restrictions that prevent TWG from redeeming in the near term are classified in Level 3 of the fair value
hierarchy. 33 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The tables
below summarize TWG’s investments measured on a recurring basis within the fair value hierarchy at December 31, 2017. There
were no significant transfers between Level 1 and Level 2 during 2017. The following
table represents a summary of the changes in the fair value of TWG’s available-for-sale investments measured on a recurring
basis using Level 3 during the year: Transfers
of available-for-sale investments in or out of Level 3 are done at the investments’ fair value at the date of transfer.
However, there were no transfers in or out of Level 3 during 2017. 34 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Quantitative Information About
Level 3 Fair Value Measurements The following
table provides information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3
private placement fixed-maturity securities for which information about the inputs is reasonably available to TWG. As the input
information with respect to certain Level 3 instruments may not be reasonably available to TWG since fair value was initially
estimated at the transaction price or was predominantly based on non-binding broker quotations, balances shown in the table below
may not equal the total amounts reported for such Level 3 fixed maturities available-for-sale at December 31, 2017. Corporate mezzanine/special situations debt Enterprise Valuation Market Multiples Discounted Cash Flow Market Yield, Credit Spread Discounted Cash Flow Market Yield, Credit Spread Commercial mortgage-backed Real estate debt Discounted Cash Flow Market Yield, Credit Spread Residential mortgage-backed Real estate debt Discounted Cash Flow Market Yield, Credit Spread Nonrecurring
Fair Value Measurements Certain
assets and liabilities, including goodwill, intangible assets, and long-lived assets, are measured at fair value on a nonrecurring
basis using company-specific assumptions that fall within Level 3 of the fair value hierarchy. These assets and liabilities
are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. TWG tests
goodwill and intangible assets for impairment at least annually or whenever events or changes in business circumstances necessitate
an evaluation for impairment using a fair value 35 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) approach.
In the event of an impairment, TWG determines the fair value of goodwill and intangible assets using a discounted cash flow approach
or market-based trading and transaction multiples which contain significant unobservable inputs that fall within Level 3
of the fair value hierarchy. The unobservable inputs in the analysis generally include future cash flow projections and a discount
rate. The fair
value of TWG’s debt is based on the current rates estimated to be available to TWG for debt of similar terms and remaining
maturities. As of December 31, 2017, the carrying value and estimated fair value of TWG’s debt was $590.2. The fair
value disclosures are not intended to encompass the majority of policy liabilities or various other nonfinancial instruments related
to TWG’s business. Accordingly, care should be exercised in deriving conclusions about TWG’s business or financial
condition based on the fair value disclosures. At December 31, 2017, the carrying values of dealer loans, other investments,
receivables, and general accruals approximated their fair value. 36 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 5. Income
Taxes TWG’s
U.S. subsidiaries are included in the consolidated federal income tax return. TWG has subsidiaries and branches that operate in
various other jurisdictions around the world that are subject to tax in the jurisdictions in which they operate. TWG is not subject
to Bermuda income tax under current Bermuda law. In the event there is a change in the current law such that income taxes are
imposed, TWG would be exempt from such tax until March 31, 2035, pursuant to the Bermuda Exempted Undertakings Tax Protection
Act of 1966. Income before
income taxes and income tax expense consist of the following: Year
Ended December 31, 2017 Income before
income taxes shown above is based on the location of the corporate unit to which such earnings are attributable. Earnings may
be subject to taxation in more than one country. 37 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) A reconciliation
of the income tax expense based on the U.S. federal statutory corporate tax rate (the tax rate at which the majority of TWG’s
worldwide operations are taxed) to the provision reported in the consolidated financial statements is as follows: 38 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Significant
components of TWG’s deferred tax assets and liabilities at December 31, 2017 are as follows: The following
is a summary of the deferred tax asset and liability presented on the consolidated balance sheet on a jurisdictional basis at
December 31, 2017: At December 31,
2017, certain U.S. legal entities of TWG had state operating loss carryforwards of $31.7 that will expire at various dates from
2018 to 2036. Certain foreign entities have 39 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) operating
loss carry-forwards of $43.8, including $16.0 that will expire at various dates through 2037, and $27.8 that have an indefinite
carryforward period. At December 31,
2017, TWG had foreign tax credit carry-forwards of $17.6 that will expire at various dates from 2025 to 2027. TWG records
valuation allowances on its deferred tax assets where required. At December 31, 2017, TWG had valuation allowances on its deferred
tax assets of $51.2. Valuation allowances have been established primarily with regard to the tax benefits of certain deferred
expenses; net operating loss carry-forwards; and unrelieved foreign tax. In 2017, the valuation allowances increased by $4.8 which
was primarily attributable to the following valuation allowance changes: an increase of $1.9 related to deferred expenses; an
increase of $1.5 for the net operating loss carry-forwards; and an increase of $1.4 for unrelieved foreign tax (including the
impact of foreign exchange movements). The valuation allowances are currently primarily established for foreign operations, as
a result, the impact of The Act was immaterial on the valuation allowances. A reconciliation
of the beginning and ending amount of unrecognized tax benefits for 2017 is as follows: Year Ended December 31, 2017 The total
balance of the unrecognized benefit above would not materially affect the effective tax rate if recognized. TWG expects settlements
of a portion of the unrecognized tax benefit over the next year which will reduce the unrecognized tax benefits. The Company
is currently not under examination in the U.S. TWG is no longer subject to U.S. federal examinations by tax authorities for tax
years ended December 31, 2014 and prior, state and local tax examinations before 2009, and foreign tax examinations before 2010. 40 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The Act
reduces the U.S. federal corporate tax rate from 35% to 21%, makes changes to the computations of loss reserves for property and
casualty insurance companies, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries
that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, TWG has
not finalized its accounting for the tax effects of the enactment of The Act; however, as described below, TWG has made reasonable
estimates of the effects on its existing deferred tax balances; foreign tax effects; and the change to loss-reserve discounting. Deferred
tax assets and liabilities: TWG remeasured certain deferred tax assets and liabilities based on the rates at which they are expected
to reverse in the future, which is 21% for 2018 and forward. However, TWG is still analyzing certain aspects of The Act and refining
our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax
amounts. The provisional amount was recorded to tax expense in the amount of $5.7 as of December 31, 2017. This provisional re-measurement
amount is anticipated to change as data allowing a more accurate scheduling of the deferred tax assets and liabilities becomes
available. One-time
transition tax: All U.S. shareholders of foreign corporations that own at least 10% must include in their income a one-time inclusion
of all accumulated post 1986 undistributed earnings as of December 31, 2017. TWG has not recognized any provisional income tax
expense as a result of this one-time transition tax for all of the foreign subsidiaries due to an estimated deficit in cumulative
earnings and profits (E&P). While this computation is not final, it is believed that the final calculations will not result
in a material difference. No additional income taxes have been provided for any basis difference inherent in these entities, as
these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax
liability related to any undistributed foreign earnings not subject to the transition tax and additional outside basis difference
in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable, but the
related provisional cumulative temporary difference as of December 31, 2017 was a net deficit of $128.9. 41 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 6. Goodwill, Value of Business
Acquired, and Other Intangible Assets The following
is a roll forward of the carrying values of TWG’s goodwill: During 2017,
TWG completed a step-up acquisition in TVS India by purchasing an additional 41% ownership share, resulting in TWG becoming a
90% majority owner in TVS India. An independent valuation of TVS India was performed which resulted in TWG’s basis of acquired
fair value of the assets and liabilities of TVS India, including goodwill of $20.3. The following
is a roll forward of the carrying values of TWG’s VOBA and intangible assets: The aggregate
accumulated amortization of VOBA and intangible assets is $319.0. Goodwill,
VOBA, and other finite-lived intangible assets are reviewed at least annually for indicators of impairment or whenever events
or changes in business circumstances necessitate an evaluation for impairment using a fair value approach. TWG completes an annual
test during the fourth quarter of each year based on the results of operations as of October 1st. There were no impairments of
goodwill, VOBA or other finite-lived intangible assets that were recorded in 2017. Insurance licenses are also tested at least
annually for impairment or whenever events or changes in business circumstances necessitate an evaluation for impairment using
a fair value approach. No impairments of licenses were recorded in 2017. The fair value of licenses was reduced by the value of
licenses assigned to RLIC, which was sold in 2017. 42 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The expected
future amortization schedule for the next five years, and thereafter, based on current assumptions and foreign currency exchange
rates as of December 31, 2017, is expected to be as follows: 7. Reserves The following
tables provide a reconciliation of the beginning and ending reserves for service contract benefits and claims payable, net of
ceded claims recoverable for the year ended December 31, 2017: Since the
reserve for service contract benefits and claims payable includes estimates developed from various actuarial methods, TWG’s
actual losses incurred may be more or less than TWG’s 43 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) previously
developed estimates. As discussed in Note 2, certain of TWG’s arrangements with producers of warranty and credit insurance
contracts include profit-sharing provisions. During 2017,
TWG had net unfavorable prior year development from TWG’s U.S. automotive programs, offset by favorable development in certain
international markets. The previous
table includes net reserves for service contract and claims payable for credit and disability insurance of $36.3 at year end. The following
tables provide undiscounted information about claims development by accident year for the significant short duration claims balances.
In addition, the tables show the total of IBNR plus expected development on reported claims by accident year and the cumulative
number of reported claims as supplementary information. Foreign exchange rates have been applied to the loss development data
presented below using the December 31, 2017 exchange rate for all periods to remove the impact of exchange rate movements over
time, and thereby enhancing the comparability of the data. The cumulative
number of reported claims, for the year ended December 31, 2017 and prior are counted on a per claim and per coverage basis. Claim
counts include open claims, claims that have been paid and closed, and reported claims that have been closed without the need
for any payment. The following
tables represent incurred claims and allocated claim adjustment expenses, net of reinsurance, less cumulative paid claims and
allocated claim adjustment expenses, net of reinsurance to reconcile to total claims and benefits payable, net of reinsurance
as of December 31, 2017. Five years
of claims development information is provided, because the significant majority of the claims are fully developed after two years,
as shown in the payout ratio tables. 44 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) North
America Net Claims Development Tables Incurred
Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Cumulative Paid Claims and
Allocated Claim Adjustment Expenses, Net of Reinsurance 45 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Europe
Net Claims Development Tables Incurred
Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance Cumulative Paid Claims and
Allocated Claim Adjustment Expenses, Net of Reinsurance 46 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Cumulative Paid Claims and
Allocated Claim Adjustment Expenses, Net of Reinsurance 47 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Reconciliation
of the Disclosure of Net Incurred and Paid Claims Development to the Liability for Service Contract Benefits and Claims Payable 8. Reinsurance Certain
premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. Most of TWG’s
business consists of extended warranty products with relatively small individual benefit limits and is not exposed to catastrophic
loss. TWG has obtained excess or stop-loss reinsurance to limit its exposure on certain travel, credit life, and accident policies.
In addition, TWG has various external dealer captive reinsurance relationships with various producers that allow them to participate
in the underwriting experience of the business they produce. The dealer captive reinsurance companies are required to provide
collateral for the reserves ceded in the form of a letter of credit, trust account, or funds withheld. TWG remains obligated for
amounts ceded in the event that the reinsurers do not meet their obligations. Certain of these agreements provide excess loss
coverage and are subject to contingent commission adjustments. 48 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The effect
of reinsurance on service contract revenue and insurance premiums written and earned is as follows: Service contract benefits and
claims incurred reported in the consolidated statement of income are net of ceded reinsurance as follows: On November 30,
2006, three LPTs were completed to facilitate the acquisition of TWG by its former parent, Onex. Two of the LPTs resulted in VSC,
ceding all assets and liabilities related to the other traditional property and casualty business to FFG Insurance Company (FFG)
and Old Republic Insurance Company (Old Republic). A condition of these two LPTs was an indemnification issued by Aon to TWG for
any future development on reserves or non-performance of underlying reinsurers. The third loss LPT resulted in VSC assuming from
FFG all assets and liabilities related to certain extended warranty contracts. No gain or loss was recorded as a result of the
LPT transactions. In August 2009, Aon sold FFG to National 49 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) Indemnity
Company (National Indemnity), a subsidiary of Berkshire Hathaway, Inc. As a condition of the sale, National Indemnity assumed
the indemnification previously issued by Aon related to the LPTs with FFG and Old Republic. In addition, National Indemnity entered
into a novation agreement with VSC and Aon, whereby National Indemnity replaced FFG as a party to the LPT and administration agreements
and assumed, on a novation basis, all rights, duties, liabilities, and obligations under such agreements. The LPT
transactions include the following items on a gross basis in TWG’s consolidated balance sheet at December 31, 2017: During 2017,
VSC entered into a reinsurance agreement with a foreign insurance company to assume certain extended warranty service contracts
on a 100% quota share basis. Written premiums assumed under this contract were $55.6 in 2017. A key credit
quality indicator for reinsurance is the A.M. Best financial strength ratings of the reinsurer. The A.M. Best ratings are an independent
opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. The A.M. Best ratings for new reinsurance
agreements where there is material credit exposure are reviewed at the time of execution. The A.M. Best ratings for existing reinsurance
agreements are reviewed on a periodic basis, at least annually. The following table provides the prepaid reinsurance premiums,
ceded claims and reinsurance recoverables as of December 31, 2017 grouped by A.M. Best rating of the reinsurer: 50 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) A substantial
portion of the Not Rated category is related to TWG’s agreements to reinsure premiums and risks related to business generated
by certain clients to the clients’ own captive insurance companies. To mitigate exposure to credit risk for these reinsurers,
TWG evaluates the financial condition of the reinsurer and holds substantial collateral in the form of funds withheld, trusts,
and letters of credit as security. 9.
Debt In connection
with the Wolverine merger on August 1, 2014, TWG entered into a $647.0 credit agreement with a syndicate of banks and JPMorgan
Chase Bank, N.A., acting as the administrative agent. The $647.0 credit facility consists of a $617.0 term loan and access to
a credit line loan of up to $30.0. The term loan matures in August 2019 and will amortize in equal quarterly installments
of 1% per year, with the balance due at maturity. The credit line also matures in August 2019. TWG received net proceeds
from the term loan of $614.9, which was net of an original issue discount of $2.1, and before the payment of loan origination
and financing fees. The proceeds were used to finance a portion of the Wolverine merger and to pay off the outstanding principal
and interest outstanding under the predecessor’s credit facility. TWG also incurred $14.0 in loan origination fees. The
original issue discount and loan origination fees are being amortized over the life of the loan and are included in interest expense
in the consolidated statement of income. At December 31, 2017, the unamortized original issue discount and loan origination
fees of $5.2 were reported as a reduction to debt in the consolidated balance sheet. During 2017, TWG had no balance outstanding
at any time on the credit line. The term
loan and credit line bear interest at an effective rate consisting of LIBOR plus a margin based upon TWG’s debt to total
capitalization ratio. At December 31, 2017, interest was based on LIBOR plus 2%. Interest
expense and effective term rate for the year ended December 31, 2017 is as follows: The credit
agreement, as amended, contains, but is not limited to, unconditional guarantees, pledges of collateral, restrictive covenants
around investments, liens, equity interests, sale and leaseback transactions, and restrictive agreements. The terms also require
that TWG maintain levels of net worth and debt to capitalization. TWG is in compliance with all covenants, specified minimum ratios,
and thresholds as of December 31, 2017. 51 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) At December 31, 2017, future
principal repayments for the term loan are as follows: 10. Commitments
and Contingencies TWG is subject
to numerous claims and lawsuits that arise in the ordinary course of business. The damages claimed are substantial, including,
in many instances, claims for punitive or extraordinary damages. Accruals for these items have been provided to the extent that
losses are deemed probable and are estimable. TWG’s insurance subsidiaries are, from time to time, subject to a variety
of regulatory audits or actions relating to current and past business operations and practices. TWG does not believe any pending
regulatory matters will have a material adverse effect on TWG’s consolidated financial condition, results of operations,
or cash flows. In TWG’s
insurance operations, litigation arising from claim settlement activities is generally considered in the establishment of TWG’s
liability for unpaid claims and claims adjustment expense. As discussed in Note 8, National Indemnity has assumed the indemnification
previously issued by Aon for any future development on claim reserves, nonperformance of third-party reinsurers, or any lawsuits
arising from the property and casualty business that was reinsured to FFG and Old Republic to facilitate the acquisition of TWG
by Onex, TWG’s former parent, on November 30, 2006. Beginning
in early 2014 and continuing through the year, a series of class action complaints were filed against TWG and other defendants
in various states. These lawsuits related to emergency accident and health insurance policies issued by TWG as part of an insurance
program that was placed into run-off over seven years ago and which terminated in 2014. The parties resolved all matters
at mediation on April 29, 2016, for the amount of $15.0. VSC’s portion of the settlement is $2.0, with at least 75%
of the settlement amount to be funded by VSC’s insurer. The final fairness hearing was held on April 27, 2017. The
settlement was approved and the cases were subsequently dismissed. Although
the ultimate outcome of claims against TWG cannot be ascertained and liabilities in indeterminate amounts may be imposed on TWG,
on the basis of present information and availability of insurance coverage, it is the opinion of management that the disposition
or ultimate determination of such claims will not have a material adverse effect on the consolidated financial position of TWG. 52 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 11. Leases TWG has
non-cancelable operating leases for certain office space, equipment, and automobiles. These leases expire at various dates and
may contain renewal and expansion options. In addition to base rental costs, occupancy lease agreements generally provide for
rent escalations resulting from increased assessments for real estate taxes and other charges. Rental expense
for operating leases was $15.4 for the year. This amount includes a one-time lease termination fee of $2.7 for the Chicago office
relocation. At December 31,
2017, future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms
in excess of one year, most of which pertain to real estate leases, are as follows: 53 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 12. Related-Party Transactions During 2016,
TWG established TWG Re, a Cayman Islands reinsurance company, for the purposes of reinsuring a portion of the risks of TWG. TWG
owns all of the non-voting equity interests of TWG Re. As a result of these intercompany reinsurance agreements, TWG reduced its
global federal income tax expense by $17.3 for 2017. The following
table illustrates the intercompany transactions that have been fully eliminated for the year ended December 31, 2017: In connection
with the Wolverine merger, TWG became a party to a ten-year management agreement with TPG VI Management, LLC (TPG VI), an affiliate
of TPG. Pursuant to that agreement, TPG VI received a transaction fee at the closing of the Wolverine merger, which was incurred
and paid by an intermediate parent of TWG Inc., Wolverine Acquisitions, Inc. In addition, TPG VI is also entitled to receive an
annual monitoring fee of $2.0 for ongoing consulting and management advisory services. TWG also
engages in transactions with other companies affiliated with TPG in the normal course of business. These affiliated companies
provide operational and strategic consulting and advisory services to TWG. Management fees, consulting fees, and out-of-pocket
expense reimbursements of $1.6 were included in other operating expenses in TWG’s consolidated statement of income. 54 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 13. Shareholders’ Equity,
Capital, and Surplus TWG has
two classes of common stock: Class A and Class B. Class A shareholders have voting rights and are entitled to receive a non-cumulative
cash dividend at a rate of 10% per year subject to approval by TWG’s Board of Directors (TWG’s Board). At December 31,
2017, TWG had 9,477,627 of Class A shares authorized, issued, and outstanding at a par value of $0.0001 per share. TWG
also has 15,000,000 shares of Class B common shares authorized and 9,481,727 shares issued and outstanding at December 31,
2017. The Class B shareholders have no voting rights but are entitled to receive dividends subject to approval by TWG’s
Board after consideration of the fixed cumulative preferential dividend to Class A shareholders. A dividend of $10.48 per share
totaling $99.3 was declared and paid on July 23, 2017 to Class B shareholders. 14.
Other Comprehensive Income The components
of other comprehensive income for 2017, and the related tax effects are as follows: 55 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The components
of accumulated other comprehensive loss as of December 31, 2017, and the related tax effects are as follows: 15. Employee Benefits TWG sponsors
The Warranty Group, Inc. Savings Plan (the Savings Plan), a defined contribution 401(k) savings plan for its employees. The Savings
Plan is a voluntary contributory plan under which employees may elect to defer compensation for federal income tax purposes under
Section 401(k) of the Internal Revenue Code of 1986 (the Code). Annually, participants may contribute up to 50% of eligible annual
compensation, as defined in the Savings Plan, subject to maximum amounts established by the Code, pursuant to Section 401(k) of
the Code. The Savings
Plan permits eligible employees to make designated after-tax Roth contributions and employee catch-up contributions to be subject
to TWG’s matching contribution. During 2017, TWG matched 100% of the first 3%, and 50% of the next 3% of eligible compensation
that a participant contributed to the Savings Plan. An employee’s interest in TWG’s matching contributions vest at
a rate of 20% per plan year. TWG made matching contributions to the Savings Plan of $2.4. TWG also
has a supplemental executive retirement plan that allows certain executives to supplement existing retirement benefits offered
under the Savings Plan by removing or increasing the limits imposed under the qualified plan rules. As of December 31, 2017,
assets held by TWG and the corresponding accrued obligation, were $0.2, and were included in other assets and other liabilities
in the consolidated balance sheet. In 2009,
the Company’s Board of Directors approved The Warranty Group, Inc. Deferred Compensation Plan (the Deferred Compensation
Plan). The Deferred Compensation Plan is a nonqualified deferred compensation plan that is in compliance with the provisions of
Section 409A of the Internal Revenue Code. The Deferred Compensation Plan allows participating management employees the option
to defer the receipt of a portion of their current compensation until a later date. In addition to participant contributions,
the Company may also elect to make additional discretionary contributions to the Deferred Compensation Plan. The Company made 56 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) no additional
discretionary contributions to the Deferred Compensation Plan during 2017. As of December 31, 2017, assets held by the Company
and the corresponding accrual obligation were $0.3, and were included in other assets and other liabilities in the consolidated
balance sheet. 16.
Share-Based Compensation 2014
Senior Management Retention Option Plan In conjunction
with the Wolverine merger, TWG’s Board approved the TWG Holdings Limited 2014 Senior Management Retention Option Plan (the Retention
Plan). This Retention Plan permitted the granting of up to 60,000 options to purchase TWG’s Class B non-voting common stock
to non-employee directors, consultants, or other key employees of TWG who are in a position to make a significant contribution
to the future success of TWG. TWG initially granted 59,190 common stock options to senior management under the Retention Plan.
All of the stock options were exercisable at $100 per share, the estimated fair value on the date of grant. Stock options awarded
to senior management fully vested on the second anniversary of the grant date. All stock options issued under the Retention Plan
expired three years from the date of grant, which was September 3, 2014, unless they were exercised or forfeited at an earlier
date. At December 31, 2017, there were no common stock options outstanding under the Retention Plan. 2014 Share Option Plan TWG’s
Board also approved the TWG 2014 Share Option Plan (the Plan). The Plan permits the granting of up to 570,000 options to purchase
TWG’s Class B non-voting common stock to non-employee directors, consultants, or other key employees of TWG. In November
2016, TWG’s Board approved a change to the plan to permit the granting of up to an additional 95,000 options for a total
of up to 665,000 options to purchase TWG’s Class B non-voting common stock. Stock options cannot be sold or transferred
by the participant. During 2017,
the TWG Board declared a $10.48 per share dividend on the TWG Class B Shares. Per the Plan document, each participant received
a cash payment equal to the per-share dividend in respect to the participant’s vested option shares. In addition, the exercise
price of unvested option shares was reduced by the value of the dividend. Share options
granted in 2017 were granted at exercise prices of $100 and $147 and were subject to the above payment and grant price reduction. Approximately
half of the awards granted under the Plan are time-based options that vest in equal annual installments over the five-year period
following the grant date. At December 31, 2017, the time-based stock options were exercisable at a weighted average price of $95
per share. All time-based stock options issued under the Plan expire ten years from the date of grant, unless they are exercised
or forfeited at an earlier date. 57 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The remaining
awards granted under the Plan are performance-based awards that vest upon the occurrence of a consummation of a change of control
or a transaction where at least 50% of the shares held are sold or where certain financial targets are achieved. At December 31,
2017, the performance stock options were exercisable at a weighted average price of $92 per share. All performance
stock options issued under the Plan expire ten years from the date of grant unless they are exercised or forfeited at an earlier
date. At December 31, 2017, TWG had 314,029 of outstanding time-based common stock options and 300,567 of performance-based
common stock options under the Plan. In addition,
TWG also granted 8,440 common stock options to non-employee directors during 2017. These stock options vested immediately and
have a ten-year term. Stock options cannot be sold or transferred by the participant. TWG accounts
for the issuance of stock option grants based on the fair value of the awards in accordance with accounting guidance included
in the ASC Topic 718, Compensation – Stock Compensation. This guidance requires companies to recognize employee
share-based compensation expense in the consolidated statement of income over the vesting period based on the fair value of the
stock award at the grant date. For awards subject to graded vesting, TWG recognizes compensation expense using the straight-line
recognition method. For awards that vest based on meeting certain performance conditions such as an IPO, change in ownership or
control, or other liquidity event, compensation expense should be deferred until the transaction is consummated. Any remaining
unrecognized compensation expense associated with these types of awards should be recognized in the final pre-acquisition financial statements. The fair
value of each stock option is estimated on the grant date using the Black-Scholes option pricing model. TWG follows the guidance
in Securities and Exchange Commission Staff Accounting Bulletin No. 107 to estimate the expected life of the options granted.
This guidance provides a simplified method for estimating the expected life of the options. TWG uses this method, since it
has no historical share option experience to use as a basis for estimation. 58 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The assumptions used in the Black-Scholes
option pricing model for options granted during 2017 were as follows: Stock option activity during
2017 is presented in the table below: 59 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The weighted
average fair value of options granted during 2017 was $47.38 and $37.07. The share-based compensation expense is included in salaries
and employee benefits in TWG’s consolidated statement of income. Compensation
expense related to these stock options for 2017 was $2.9. As of December 31,
2017, unrecognized compensation expense related to non-vested stock options was $9.1, which is expected to be recognized over
a weighted average period of 3.6 years. 17. Significant Concentrations
of Risk In 2017,
TWG had a large distributor that accounted for more than 10% of its service contract and premium revenue. The percentage of service
contract and premium revenue from TWG’s largest customer, CarMax, Inc., was 19.5% for 2017. At December 31,
2017, approximately 2.7%, of TWG’s service contract revenue and insurance premiums receivable was attributable to this customer. As a result
of the loss portfolio transfers previously discussed in Note 7, TWG has a significant ceded claims recoverable balance due
from two unaffiliated companies. Amounts due from Old Republic represented 11.7% of the total ceded claims recoverable at December 31,
2017. Amounts due from Westport Insurance Corporation represented 20.9% of the total ceded claims recoverable at December 31,
2017. 18. Statutory
Financial Information TWG’s
insurance subsidiaries are subject to insurance laws and regulations in the jurisdictions in which they operate, including the
United States, Brazil, Cayman Islands, and the United Kingdom (U.K.). These regulations include restrictions that limit the
amount of dividends or other distributions available to shareholders without prior approval of the insurance regulatory authorities. TWG’s
insurance subsidiaries are required to file annual statements with insurance regulatory authorities prepared on an accounting
basis prescribed or permitted by such authorities. For such subsidiaries, regulatory accounting practices differ in certain respects
from U.S. GAAP. Resource Life Insurance Company (RLIC) was sold on March 27, 2017. The maximum
amount of dividends that can be paid by VSC without prior approval of the Illinois Department of Insurance (the Illinois Department)
is subject to restrictions relating to statutory surplus and operating earnings. The maximum dividend payment that may be
made without prior approval is limited to the greater of the net gain from operations for the preceding 60 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) year or
10% of statutory surplus as of December 31 of the preceding year, not exceeding earned surplus. At December 31, 2017,
approximately $40.6 was available for the payment of dividends without prior approval of the Illinois Department. TWG’s
insurance subsidiary in Brazil, VSC Brazil, is regulated by the Superintendence of Private Insurance (SUSEP). SUSEP supervises
and controls the insurance markets in Brazil and establishes
guidelines related to capital adequacy and solvency. At December 31, 2017, approximately $25.5 of excess capital was available
for the payment of dividends contingent on receiving the prior approval of SUSEP. TWG’s
insurance subsidiary in the Cayman Islands, TWG Re, is regulated by the Cayman Islands Monetary Authority (CIMA). CIMA supervises
and controls the insurance markets in the Cayman Islands and establishes guidelines related to capital adequacy and solvency.
At December 31, 2017, approximately $67.3 of excess capital was available for the payment of dividends contingent on receiving
the prior approval of CIMA. TWG’s
U.K. insurance subsidiaries, (LGI) and London General Life Insurance Company Ltd. (LGL), are regulated by the Prudential Regulation
Authority (PRA) and the Financial Conduct Authority (FCA) of the U.K. The PRA’s and FCA’s handbooks cover all aspects
of regulation, including capital adequacy and financial and nonfinancial reporting requirements. Solvency II has been effective
in European Union member states since January 1, 2016 and is a directive that prescribes capital requirements, risk management
standards and regulatory reporting requirements for the European insurance industry, and is integrated within the PRA’s
regulations. Under Solvency II, the solvency capital requirement is calculated utilizing a standard formula. Additionally, LGI
has an approved modification to the standard formula, known as an Undertaking Specific Parameter (USP) for use on the solo and
group level solvency calculation, which has been granted approval by the PRA. 61 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) The statutory net income and
statutory capital and surplus of TWG’s insurance subsidiaries in accordance with regulatory accounting practices were as
follows: The National
Association of Insurance Commissioners also has risk-based capital (RBC) requirements for U.S. insurers to evaluate the adequacy
of statutory capital and surplus in relation to investment and insurance risks and other business factors. The RBC formula is
used by state insurance regulators to monitor trends in statutory capital and surplus for the purpose of initiating regulatory
action. The RBC levels of each of the U.S. insurance subsidiaries at December 31, 2017, exceeded the levels required by regulatory
authorities. 62 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 19. Acquisitions The fair
value of the tangible assets and liabilities at the acquisition date approximated their carrying values. The fair value of customer
relationships was established using the excess earnings method, which is an income approach based on estimated financial projections
developed for each using market participant assumptions. Provisional estimates of fair values are established at the time of acquisition
and are subsequently reviewed within the first year of operations subsequent to the acquisition date to determine the necessity
for adjustments. 63 TWG Holdings Limited Notes to Consolidated Financial Statements (Continued) (In Millions, Except Per Share Data) 20. Subsequent
Events In late
2017, TWG entered into a series of agreements with an Australian company, including a commitment to pay $15.1 for the rights to
underwrite all future Appliance and Technology (A&T) policies, which is effective January 2018. On January
1, 2018, TWG commuted the reinsurance agreement with TWG Re, a related party. The effect of the commutation will subject all income
and losses from this business to U.S. income taxes at a 21% rate. Under the previous agreement, any income generated on the business
reinsured by TWG Re was taxed at the Cayman Islands corporate income tax rate. TWG has
evaluated subsequent events for recognition or disclosure through the issuance date of these consolidated financial statements
on February 19, 2018. There were no other items identified in the period subsequent to the consolidated financial statement date
other than those previously disclosed that required adjustment or disclosure. 64
Revenue
Service contract revenue
$ 654.9
Insurance premiums
437.9
Net investment income
100.6
Net realized available-for-sale investment gains
0.1
Other-than-temporary impairment losses
(0.6 )
Net realized other gains
7.8
Net realized gains on investments
7.3
Total revenue
1,200.7
Expenses
Service contract benefits and claims incurred
532.9
Amortization of deferred acquisition costs
151.6
Amortization of value of business acquired
34.3
Amortization of other intangible assets
23.4
Profit commissions
63.8
Interest expense
22.5
Salaries and employee benefits
147.5
Other operating expenses
132.0
Total expenses
1,108.0
Income before income tax expense and minority interest
92.7
Income tax expense
10.1
Minority interest
—
Net income
$ 82.6
Net income
$ 82.6
Other comprehensive income, net of tax:
Change in unrealized gains and losses on investments, net of taxes of $ (5.3)
15.8
Change in net foreign exchange translation, net of taxes of $ (1.3)
22.3
Total other comprehensive income, net of tax
38.1
Comprehensive income
$ 120.7
Accumulated
Class A
Class B
Additional
Other
Total
Common
Common
Paid-In
Retained
Comprehensive
Minority
Shareholders’
Stock
Stock
Capital
Earnings
Loss
Interest
Equity
Balance at January 1, 2017
$ —
$ 9.5
$ 944.0
$ 127.3
$ (183.8 )
$ —
$ 897.0
Net income
—
—
—
82.6
—
—
82.6
Total other comprehensive income
—
—
—
—
38.1
—
38.1
Dividends to Class B Shareholders
—
—
—
(99.3 )
—
—
(99.3 )
Minority interest
—
—
—
—
—
1.8
1.8
Common share options exercised
—
—
0.4
—
—
—
0.4
Share-based compensation
—
—
2.9
—
—
—
2.9
Balance at December 31, 2017
$ —
$ 9.5
$ 947.3
$ 110.6
$ (145.7 )
$ 1.8
$ 923.5
Operating activities
Net income
$ 82.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, excluding VOBA
31.2
Amortization of VOBA
34.3
Net realized available-for-sale investment gains
(0.1 )
Other-than-temporary impairment losses
0.6
Net realized other gains
(7.8 )
Equity in earnings of limited partnerships
(4.4 )
Share-based compensation expense
3.3
Net amortization of premium on investments
10.5
Deferred income taxes
(11.4 )
Changes in operating assets and liabilities:
Unearned service contract revenue and insurance premiums, net of reinsurance
178.7
Service contract benefits and claims payable, net of reinsurance
11.5
Service contract revenue and insurance premiums receivable
(40.5 )
Deferred acquisition costs
(54.1 )
Reinsurance balances payable, net
103.5
Accrued investment income
(4.5 )
Current income taxes receivable
14.3
Other assets and liabilities, net
38.2
Net cash provided by operating activities
385.9
Investing activities
Purchases of available-for-sale fixed-maturity securities
(690.0 )
Purchases of available-for-sale equity securities
(30.6 )
Sales, calls, and maturities of available-for-sale fixed-maturity securities
522.5
Sales of available-for-sale equity securities
2.7
Net purchases of equity method and other investments
35.2
Net purchases of short-term investments
(51.6 )
Dealer loans issued
(18.4 )
Dealer loan payments received
8.2
Net purchases of property and equipment
(29.5 )
Acquisition of India TVS, net of cash acquired
(4.2 )
Proceeds from sale of susidiary, net of cash sold
6.7
Net cash used in investing activities
(249.0 )
Financing activities
Repayment of debt
$ (6.2 )
Dividends to Class B shareholders
(99.3 )
Proceeds from exercise of options for common stock
0.4
Net cash used in financing activities
(105.1 )
Effect of exchange rate changes on cash
6.3
Net increase in cash and cash equivalents
38.1
Cash and cash equivalents at beginning of period
339.6
Cash and cash equivalents at end of period
$ 377.7
Supplemental disclosures of cash flow information
Cash paid for interest
$ 18.2
Cash paid for income taxes
$ 1.6
statement of income. Recognition of income is recorded on a one-month to three-month lag
Beginning balance
$ 352.5
Cost deferred
221.7
Amortization
(151.6 )
Ending Balance
$ 422.6
Software
$ 53.6
Computer equipment
5.7
Furniture, fixtures, and equipment
5.3
Leasehold improvements
10.8
Automobiles
0.4
75.8
Less accumulated depreciation
(14.4 )
Property and equipment, net
$ 61.4
Goodwill
Amortized Cost (1)
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Fixed-maturities available-for-sale:
U.S. government and agencies
$ 20.5
$ —
$ (0.1 )
$ 20.4
U.S. states and municipals
245.6
7.1
(0.3 )
252.4
Foreign government securities
362.7
10.1
(2.8 )
370.0
Corporate and other
1,098.3
16.9
(5.8 )
1,109.4
Commercial mortgage-backed
189.1
2.5
(0.5 )
191.1
Residential mortgage-backed
217.1
1.2
(1.8 )
216.5
Asset-backed securities
141.0
1.7
(0.6 )
142.1
Total fixed-maturities available-for-sale
$ 2,274.3
$ 39.5
$ (11.9 )
$ 2,301.9
Equity securities available-for-sale:
Mutual funds
$ 36.4
$ 0.5
$ (0.1 )
$ 36.8
Common stock
0.1
1.1
—
1.2
Equity securities available-for-sale
$ 36.5
$ 1.6
$ (0.1 )
$ 38.0
Years to maturity:
One or less
$ 120.7
$ 121.0
After one through five
696.5
701.4
After five through ten
741.6
755.3
After ten
168.3
174.5
Commercial mortgage-backed
189.1
191.1
Residential mortgage-backed
217.1
216.5
Asset-backed
141.0
142.1
$ 2,274.3
$ 2,301.9
Gross realized gains:
Fixed-maturity securities
$ 2.4
2.4
Gross realized losses:
Fixed-maturity securities, excluding OTTI
(2.2 )
Equity securities, excluding OTTI
(0.1 )
OTTI on fixed-maturity securities
(0.6 )
(2.9 )
Net realized investment losses
$ (0.5 )
At December 31, 2017, certificates of deposit, money market funds, and available-for-sale fixed-maturity securities with
a carrying value of $81.0, were on deposit with various insurance departments and regulators to satisfy domestic and foreign regulatory
requirements.
Income:
Fixed-maturity securities
$ 79.9
Equity securities
0.3
Short-term investments
16.3
Limited partnerships and other investments
8.5
Dealer loans
1.6
Total investment income
106.6
Investment expenses
(6.0 )
Net investment income
$ 100.6
Total
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
Number of Securities
U.S. government and agencies
$ 9.4
$ (0.1 )
$ 0.5
$ —
$ 9.9
$ (0.1 )
13
U.S. states and municipalities
32.3
(0.1 )
2.0
(0.2 )
34.3
(0.3 )
35
Foreign government securities
60.9
(0.4 )
43.7
(2.4 )
104.6
(2.8 )
76
Corporate and other
250.4
(2.2 )
52.7
(3.6 )
303.1
(5.8 )
504
Commercial mortgage-backed
63.1
(0.4 )
2.0
(0.1 )
65.1
(0.5 )
32
Residential mortgage-backed
70.4
(0.5 )
40.3
(1.3 )
110.7
(1.8 )
156
Asset-backed securities
4.7
—
2.5
(0.6 )
7.2
(0.6 )
21
Total fixed-maturities available-for-sale
$ 491.2
$ (3.7 )
$ 143.7
$ (8.2 )
$ 634.9
$ (11.9 )
837
Mutual funds
$ —
$ —
$ 5.7
$ (0.1 )
$ 5.7
$ (0.1 )
1
Total equity securities
available-for-sale
$ —
$ —
$ 5.7
$ (0.1 )
$ 5.7
$ (0.1 )
1
Limited Partnerships and Private Placement Debt and Equity Investments
December 31, 2017
2017 Unfunded Commitment
Equity method investments
Natural resources
$ 27.5
$ 1.5
Corporate mezzanine/special situations equity
4.8
7.2
Real estate equity
18.4
—
Infrastructure debt
9.7
—
Consumer/SME credit
27.8
4.9
Total equity method investments
$ 88.2
$ 13.6
Available-for-sale private placement debt and equity investments
Corporate mezzanine/special situations debt
$ 38.6
$ —
Real estate
38.5
—
Total available-for-sale private placement debt and equity investments
$ 77.1
$ —
Fair value option
Private equity fund
$ 14.0
$ 2.8
Total fair value option investments
$ 14.0
$ 2.8
Total limited partnerships and private placement debt and equity investments
$ 179.3
$ 16.4
During 2017, TWG elected to report this investment at fair value using NAV as provided for by the practical expedient in ASC Topic
820, Fair Value Measurements and Disclosures. Prior to the Wolverine merger, TWG accounted for this investment at cost.
TWG’s investment in the private equity fund is not redeemable, as distributions from the fund will be received when the
underlying investments of the fund are liquidated. The private equity fund is expected to have a six-year term, unless the fund
is dissolved at an earlier date at the fund manager’s discretion. At December 31, 2017, the expected remaining life
of this fund was approximately 1.5 years, and TWG had outstanding unfunded and callable capital commitments totaling $2.8 related
to this investment.
Level 1: Includes financial instruments
whose fair value is determined based on observable unadjusted quoted market prices for identical financial assets or liabilities
in active markets that TWG has the ability to access at the measurement date. This is the most reliable fair value measurement
and includes, for example, active exchange-traded equity securities.
Level 2: Includes financial instruments
whose fair value is determined based upon various inputs, including, but not limited to, quoted market prices for similar assets
in active markets, quoted market prices for identical assets in inactive markets, inputs other
Level 3: Includes financial instruments
whose fair value is determined from techniques in which one or more of the significant inputs, such as assumptions about risk,
are unobservable. Because Level 3 fair values contain unobservable market inputs, judgment must be used to determine fair
values. Level 3 fair values represent the best estimate of an amount that could be realized in a current market exchange
absent actual market exchanges.
Total
Level 1
Level 2
Level 3
Fived-maturities available-for-sale
U.S. government and agencies
$ 20.4
$ —
$ 20.4
$ —
U.S. states and municipalities
252.4
—
252.4
—
Foreign government securities
370.0
—
370.0
—
Corporate and other
1,109.4
—
1,070.8
38.6
Commercial mortgage-backed
191.1
—
177.6
13.5
Residential mortgage-backed
216.5
—
191.5
25.0
Asset-backed securities
142.1
—
142.1
—
Total fixed-maturities available-for-sale
$ 2,301.9
$ —
$ 2,224.8
$ 77.1
Equity securities available-for-sale
$ 38.0
$ 38.0
$ —
$ —
Private equity funds measured at NAV - fair value option
$ 14.0
Total realized/unrealized gains (losses)
Balance, beginning of period
Included in net income
Included in accumulated OCI
Purchases
Sales
Settlements/
maturities
Balance, end of period
Fixed-maturities available-for-sale
Corporate and other
$ 36.0
$ 1.0
$ (1.2 )
$ 2.9
$ —
$ (0.1 )
$ 38.6
Commercial mortgage-backed
21.3
0.4
—
—
—
(8.2 )
13.5
Residential mortgage-backed
27.7
—
—
—
—
(2.7 )
25.0
Asset-backed
3.7
—
(0.5 )
—
—
(3.2 )
—
Total fixed-maturities available-for-sale
$ 88.7
$ 1.4
$ (1.7 )
$ 2.9
$ —
$ (14.2 )
$ 77.1
Fair
Valuation Techniques
Unobservable Inputs
Range of Unobservable Inputs
Weighted Average
Value
Fixed-maturities available-for-sale
Corporate and other:
$8.0
6.50x–7.00x
6.75x
5.6
9.75%–10.75%
10.25%
16.2
11.50%–12.00%
11.75%
11.0
9.00%–11.00%
9.60%
5.6
9.10%–10.10%
9.60%
Income before income taxes:
U.S.
$ (0.2 )
International
92.9
Total
$ 92.7
Income tax expense (benefit):
Current:
U.S. federal
$ 6.0
International
13.3
U.S. state and local
2.2
Total current
21.5
Deferred:
U.S. federal
(7.0 )
International
(1.3 )
U.S. state and local
(3.1 )
Total deferred
(11.4 )
Income tax expense
$ 10.1
Year Ended
December 31,
2017
Federal statutory tax rate
35.0 %
Foreign taxes
(26.5 )
Prior year
(0.9 )
State amended returns
0.6
Tax-exempt interest
(2.5 )
Interest on net equity
(1.4 )
Valuation allowance
2.1
Uncertain tax positions
(0.6 )
Rate change impact
5.2
Other - net
(0.1 )
Effective tax rate
10.9 %
Deferred tax assets:
Unearned service contract revenues and premiums
$ 102.2
Deferred expenses
39.4
Net operating loss and tax credit carryforwards
37.3
Employee benefit plans
3.4
Unrealized foreign exchange gain
1.9
Start-up costs
2.5
Accrued expenses
12.1
Other
1.2
200.0
Valuation allowance on deferred tax assets
(51.2 )
Total deferred tax assets
148.8
Deferred tax liabilities:
Deferred acquisition costs
(42.6 )
Service contract benefits and claims payable
(2.0 )
Investments
(6.9 )
VOBA and other intangible assets
(35.6 )
Property and equipment
(10.5 )
Prepaid expenses
(0.3 )
Other
(0.3 )
(98.2 )
Net deferred tax asset
$ 50.6
Deferred tax asset
$ 55.3
Deferred tax liability
(4.7 )
Net deferred tax asset
$ 50.6
Balance at beginning of period
$ 1.5
Additions for tax positions related to:
Current year
—
Prior years
0.2
Reductions related to settlements
(1.1 )
Balance at end of period
$ 0.6
Total
Balance, January 1, 2017
$ 570.6
2017 foreign currency translation
13.7
2017 TVS India transaction
20.3
Balance, December 31, 2017
$ 604.6
Customer Relationships
Trademarks
Insurance Licenses
Information Technology
Total Other Intangible Assets
VOBA
Balance, January 1, 2017
116.2
12.5
15.0
6.3
150.0
61.0
2017 amortization
(20.6 )
(1.1 )
—
(1.7 )
(23.4 )
(34.3 )
2017 TVS India transaction
3.4
—
—
—
3.4
—
2017 RLIC sale
—
—
(2.9 )
—
(2.9 )
—
2017 foreign currency translation
1.2
0.5
0.2
—
1.9
3.3
Balance, December 31, 2017
$ 100.2
$ 11.9
$ 12.3
$ 4.6
$ 129.0
$ 30.0
Weighted-average life (in years)
6.4
9.2
Indefinite
3.5
2.7
2018
2019
2020
2021
2022
Thereafter
VOBA
$ 19.4
$ 7.3
$ 2.2
$ 0.3
$ 0.2
$ 0.6
Customer relationships
16.2
14.7
13.0
11.3
9.3
35.7
Trademarks
1.1
1.1
1.1
1.1
1.0
6.5
Information technology
1.3
1.3
1.3
0.7
—
—
Warranty, Credit and Specialty
Property and Casualty
Total
Gross reserve for service contract benefits and claim payable at beginning of year
$ 168.8
$ 233.8
$ 402.6
Less ceded claims recoverable
(62.3 )
(233.8 )
(296.1 )
Net reserve for service contract benefits and claim payable at beginning of year
106.5
—
106.5
Net service contract benefits and claims incurred related to:
Current year
526.6
—
526.6
Prior years
6.3
—
6.3
532.9
—
532.9
Net service contract benefits and claims paid related to:
Current year
(436.7 )
—
(436.7 )
Prior years
(84.6 )
—
(84.6 )
(521.3 )
—
(521.3 )
Change due to foreign exchange rates
6.0
—
6.0
Net reserve for service contract benefits and claim payable at end of year
124.1
—
124.1
Add ceded claims recoverable
69.1
224.5
293.6
Gross reserve for service contract benefits and claim payable at end of year
$ 193.2
$ 224.5
$ 417.7
As of December 31, 2017
Years Ended
December 31,
Total of Incurred-but-Not-Reported Liabilities
Plus Expected Development on Reported Claims
Cumulative Number of Reported Claims
Accident Year
2013
2014
2015
2016
2017
Unaudited
2013
386.0
374.0
373.4
373.4
373.4
0.0
1,374,286
2014
—
334.5
325.4
325.1
325.5
0.1
1,515,127
2015
—
—
313.7
315.2
316.9
0.2
1,635,935
2016
—
—
—
338.5
346.8
1.2
1,946,104
2017
—
—
—
—
389.9
33.5
2,263,187
Total
$ 1,752.5
Years
Ended December 31,
Accident
Year
2013
2014
2015
2016
2017
Unaudited
2013
330.4
372.8
373.2
373.3
373.4
2014
—
286.5
324.3
324.9
325.4
2015
—
—
273.4
313.9
316.8
2016
—
—
—
295.8
345.8
2017
—
—
—
—
333.9
Total
$ 1,695.3
All outstanding
liabilities for claims and benefits payable and claim adjustment expenses before 2013,
net of reinsurance
—
Total outstanding
liabilities for claims and benefits payable and claim adjustment expenses, net of reinsurance
$ 57.2
Supplementary Information: Average Annual
Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)
Year
1
Year
2
Year
3
Year
4
Year
5
86.7%
12.5%
0.4%
0.1%
0.0%
As
of December 31, 2017
Years Ended
December 31,
Total of
Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Claims
Cumulative
Number of Reported Claims (actual number of claims)
Accident
Year
2013
2014
2015
2016
2017
Unaudited
2013
56.1
51.2
50.2
53.6
55.3
0.0
212,866
2014
—
51.7
44.2
45.5
48.9
0.0
223,629
2015
—
—
54.1
46.0
46.4
0.0
240,800
2016
—
—
—
60.1
53.1
0.2
232,547
2017
—
—
—
—
81.5
26.8
187,696
Total
$ 285.2
Years
Ended December 31,
Accident
Year
2013
2014
2015
2016
2017
Unaudited
2013
33.0
44.9
47.1
49.2
50.8
2014
—
31.3
40.8
43.6
44.8
2015
—
—
32.7
44.3
44.4
2016
—
—
—
41.0
51.2
2017
—
—
—
—
52.5
Total
$ 243.7
All outstanding liabilities for claims and benefits payable and claim adjustment expenses before 2013, net of reinsurance
8.3
Total outstanding liabilities for claims and benefits payable and claim adjustment expenses, net of reinsurance
$ 49.7
Supplementary Information: Average Annual
Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)
Year
1
Year
2
Year
3
Year
4
Year
5
67.1%
21.3%
3.3%
3.2%
2.9%
Other International Net Claims Development
Tables
Incurred Claims and Allocated Claim Adjustment Expenses,
Net of Reinsurance
As of December 31, 2017
Years Ended
December 31,
Total of Incurred-but-Not-Reported Liabilities
Plus Expected Development on Reported Claims
Cumulative Number of Reported Claims
Accident Year
2013
2014
2015
2016
2017
Unaudited
2013
105.6
115.3
114.5
114.5
114.5
0.0
1,423,101
2014
—
67.3
67.9
67.4
67.0
0.2
1,054,871
2015
—
—
71.5
71.3
72.0
0.4
1,081,794
2016
—
—
—
51.0
49.5
0.7
552,433
2017
—
—
—
-
49.6
2.4
314,807
Total
$ 352.6
Years
Ended December 31,
Accident
Year
2013
2014
2015
2016
2017
Unaudited
2013
88.9
112.9
114.2
114.3
114.4
2014
—
50.7
66.9
67.1
66.8
2015
—
—
58.6
69.8
71.2
2016
—
—
—
38.0
48.1
2017
—
—
—
—
36.9
Total
$ 337.4
All outstanding liabilities for claims and benefits payable and claim adjustment expenses before 2013, net of reinsurance
0.2
Total outstanding liabilities for claims and benefits payable and claim adjustment expenses, net of reinsurance
$ 15.3
Supplementary Information: Average Annual
Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)
Year
1
Year
2
Year
3
Year
4
Year
5
77.1%
20.3%
1.1%
-0.2%
0.1%
December 31, 2017
Net liability for service contract benefits and claims payable
North America
$ 57.2
Europe
49.7
Other International
15.3
All other lines
1.9
Liabilities for service contract benefits and claims payable and adjustment expenses, net of reinsurance
124.1
Reinsurance recoverable on service contract benefits and claims payable
North America
287.0
Europe
6.3
Other International
0.3
Total reinsurance recoverable on serrvice contract benefits and claims payable
293.6
Total liability for service contract benefits and claims payable
$ 417.7
Year Ended December 31,
2017
Written
Earned
Direct service contract revenue
$ 1,162.3
$ 973.8
Assumed service contract revenue
2.4
(14.6 )
Ceded service contract revenue
(409.0 )
(304.3 )
Net service contract revenue
$ 755.7
$ 654.9
Year Ended December 31,
2017
Written
Earned
Direct insurance premiums
$ 811.8
$ 739.4
Assumed insurance premiums
87.6
20.4
Ceded insurance premiums
(383.6 )
(321.9 )
Net insurance premiums
$ 515.8
$ 437.9
Year Ended December 31,
2017
Warranty, Credit & Specialty
ceded benefits incurred
$ 396.1
P&C ceded benefits incurred
9.0
Total ceded benefits incurred
$ 405.1
Ceded claims recoverable
$ 223.7
Reserves for incurred but not reported claims
(107.0 )
Case-basis claim reserves
(116.7 )
Total
$ —
Best Ratings of Reinsurer
Prepaid reinsurance premiums
Ceded claims recoverable
Reinsurance balances recoverables
Total
A++ or A+
$ 0.2
$ 170.6
$ —
$ 170.8
A or A-
19.4
21.8
—
41.2
B++ or B+
—
0.1
—
0.1
Not Rated
1,453.4
101.1
23.3
1,577.8
Total
1,473.0
293.6
23.3
1,789.9
Less: Allowance
—
—
—
—
Net Total
$ 1,473.0
$ 293.6
$ 23.3
$ 1,789.9
Interest expense
$ 19.2
Effective term rate
3.18 %
2018
$ 6.2
2019
589.2
Total
$ 595.4
2018
$ 4.1
2019
4.9
2020
4.6
2021
4.5
2022
3.8
2023 and thereafter
29.9
Total
$ 51.8
The Warranty
TWG Re,
TWG Holdings
Group, Inc.
Ltd.
Limited
Balance sheet:
Investments
$ (322.5 )
$ 322.5
$ —
Funds held
(357.1 )
357.1
—
Unearned service contract revenue and
insurance premiums
(640.0 )
640.0
—
Claim reserves
(32.8 )
32.8
—
Income statement:
Earned service contract revenue
and insurance premiums
(286.3 )
286.3
—
Service contract benefits and claims incurred
(196.3 )
196.3
—
Commissions
(59.5 )
59.5
—
Year Ended December 31,
2017
Income
Amount
Pretax
Tax
Net of
Income
Effect
Tax
Holding gains (losses) arising during the period before
reclassification adjustments
$ 21.2
$ (5.4 )
$ 15.8
Reclassification adjustment for gains (losses) included in net
income
(0.1 )
0.1
0.0
Net unrealized investment gains (losses)
21.1
(5.3 )
15.8
Net foreign exchange translation
23.6
(1.3 )
22.3
Total other comprehensive income (loss)
$ 44.7
$ (6.6 )
$ 38.1
Year Ended December 31,
2017
Income
Amount
Pretax
Tax
Net of
Income
Effect
Tax
Net unrealized investment gains
$ 29.7
$ (8.8 )
$ 20.9
Net foreign exchange translation
(172.7 )
6.1
(166.6 )
Total accumulated other comprehensive
loss
$ (143.0 )
$ (2.7 )
$ (145.7 )
2017
Time-based options
Expected volatility
40%
Risk-free interest rate
1.86% - 2.19%
Expected dividend yield
–
Weighted average expected life
6.5 years - 7.5 years
Performance options
Expected volatility
40%
Risk-free interest rate
1.86% - 2.19%
Expected dividend yield
–
Weighted average expected life
6.5 years - 7.5 years
Retention Options
Time-Based Options
Performance-Based Options
Shares Subject
to Options
Weighted
Average Exercise Price per Share
Shares Subject
to Options
Weighted
Average Exercise Price per Share
Shares Subject
to Options
Weighted
Average Exercise Price per Share
Outstanding at January 1, 2017
35,190
257,841
100
254,190
100
Granted
—
171,665
107
163,225
105
Exercised
(4,100 )
100
—
—
—
—
Forfeited
(31,090 )
100
(115,477 )
100
(116,848 )
100
Outstanding at December 31, 2017
—
314,029
95
300,567
92
Exercisable at end of year
—
75,961
—
Shares available for future grants
—
18,471
31,933
Weighted average contractual
life (in Years)
—
8.3
8.4
Statutory Net Income
Statutory Capital and Surplus
Year Ended December 31,
December 31,
2017
2017
U.S. insurance subsidiaries
VSC
$ 9.0
$ 406.3
Total
$ 9.0
$ 406.3
International insurance subsidiaries
VSC Brazil
$ 2.3
$ 72.4
TWG Re
49.4
82.5
LGIC
4.1
163.3
LGL
(0.7 )
5.0
Total
$ 55.1
$ 323.2
On December 29, 2017, TWG purchased an additional 41% ownership in TVS India for $8.2 increasing its ownership in TVS India from
49% to 90%. TVS India is an administrator of automobile warranty products. TWG’s investment in TVS India had been accounted
for under the equity method of accounting. In connection with the step-up acquisition, TWG recognized an $8.3 realized gain related
to the increased valuation of its original ownership in TVS India. TWG also recorded $3.4 in customer relationship intangible
assets which are amortizable over a period of approximately 12 years and $20.3 in goodwill. TWG’s investment in TVS India
had previously been accounted for under the equity method of accounting. As of December 29, 2017, TWG consolidated operations
of TVS India. The following table summarizes the estimated fair value of the net assets acquired for TVS India, which is included
in TWG’s consolidated balance sheet as of December 31, 2017.
Assets
Cash and cash equivalents
$ 3.9
Prepaid reinsurance premiums
30.9
Goodwill
20.3
Other intangible assets
3.4
Other assets
5.0
Total Assets
63.5
Liabilities and shareholders’ equity
Unearned service contract revenue
37.0
Other liabilities
16.4
Total Liabilities
53.4
Shareholders’ equity before minority interest
8.3
Minority interest
1.8
Total shareholders’ equity
10.1
Total liabilities and shareholders’ equity
$ 63.5