Slide 1: Assurant and The Warranty Group: Creating a Leading Global Lifestyle Provider
Assurant and The Warranty Group: Creating a Leading Global Lifestyle Provider Exhibit 99.2
Slide 2: Safe Harbor Statement
Safe Harbor Statement Some of the statements included in this presentation, particularly those with respect to the proposed transaction, the benefits and synergies of the transaction, including operating synergies, future opportunities for the combined company and any statements regarding the combin
Slide 3: Presenters
Presenters Alan Colberg President & Chief Executive Officer Richard Dziadzio Executive Vice President, Chief Financial Officer Keith Demmings President, Global Lifestyle
Slide 4: Agenda
Agenda Strategic Benefits The Warranty Group Overview Lifestyle Market Opportunity Combined Company Financial Snapshot Transaction Structure Expected Timeline Conclusion
Slide 5: Value Creation
Value Creation Strategic Alignment Creates a leading global lifestyle provider Enhances scale of vehicle protection, extended service contracts and financial services businesses Extends position in attractive vehicle protection business with new client partnerships and distribution channels Aligns w
Slide 6: The Warranty Group At-A-Glance
The Warranty Group At-A-Glance Revenue defined as net earned premium and fee income. TWG revenue is based on TWG policy of reporting a portion of their revenue net of certain costs; presentation for the combined company will be revised to conform to Assurant’s policy of reporting revenue on a gross
Slide 7: Combination Creates A Leading Global Provider in Lifestyle Market
Combination Creates A Leading Global Provider in Lifestyle Market Assurant The Warranty Group Combined Protected Automobiles 14M 22M 36M Covered Mobile Devices 32M - 32M Extended Service Contracts(1) 42M 33M 75M Financial Service Contracts 14M 30M 44M Pre-funded Funeral Policies 1.9M - 1.9M Mortgage
Slide 8: Comprehensive Product Offerings Across Diverse Distribution Channels and Geographies
Comprehensive Product Offerings Across Diverse Distribution Channels and Geographies Deepens client base in key markets Synergies across North America, Latin America, Europe and Asia Expanded scale for auto in Mexico, Brazil and Argentina New markets in Asia - accelerates growth in markets already o
Slide 9: Products and Distribution Attractive, Predictable Results
Products and Distribution Attractive, Predictable Results Assurant Vehicle Protection Services The Warranty Group U.S. Auto Broad offering: vehicle service contracts, guaranteed asset protection and other ancillary products and services Focus on third-party administrators (TPAs) serving new and used
Slide 10: Deeper Global Footprint to Accelerate Profitable Growth
Deeper Global Footprint to Accelerate Profitable Growth Scale and new products in countries already on Assurant’s strategic roadmap Adds platform for vehicle and extended service contracts in Europe and Asia Establishes one of the broadest global networks of any automotive protection player Provides
Slide 11: New Pathways for Profitable Growth
New Pathways for Profitable Growth Combined excellence in service, technology and operations to support continued client growth Foothold across all major distribution channels, including emerging digital business models Favorable auto trends: shift from new to certified pre-owned, increasing vehicle
Slide 12: More Diversified Business Mix
More Diversified Business Mix Based on Last Twelve Months Revenue through June 30, 2017 (1) Represents net earned premiums and fee income; Last twelve months represents July 1, 2016 to June 30, 2017. TWG revenue is based on TWG policy of reporting a portion of their revenue net of certain costs; pre
Slide 13: More Predictable Earnings
More Predictable Earnings Net operating income of Global Housing (excluding catastrophe losses of $77.7 million), Global Lifestyle and Global Preneed. Based on addition of Assurant NOI and TWG adjusted net income. TWG adjusted net income excludes amortization expense of non-VOBA intangible assets, n
Slide 14: Acquisition Generates Attractive Economics
Expected to be modestly accretive to 2018 operating earnings per share on a run-rate basis Significantly more accretive if excluding amortization of transaction-related intangibles Expect $60 million of pre-tax operating synergies by the end of 2019 GAAP results to reflect transaction and other rela
Slide 15: Transaction Overview
Transaction Overview Transaction Assurant to become wholly-owned subsidiary of TWG Holdings Limited(1), which will be renamed Assurant Ltd. Assurant shareholders will own ~77% and TPG Capital and affiliates will own ~23% of the combined company upon closing Assurant Ltd. shares to be traded on NYSE
Slide 16: Transaction Consideration Details
Transaction Consideration Details 16 million shares or about $1.5 billion and ~$372 million in cash based on reference price of $95.48. Subject to market conditions. Assurant has entered into a commitment letter for a bridge facility in the amount of $1 billion. Subject to market conditions. Expecte
Slide 17: Path to Closing
Path to Closing Proxy Mailing By second quarter 2018 Shareholder Vote Closing of Transaction Expected to close in first half of 2018, subject to shareholder and regulatory approvals and other customary closing conditions
Slide 18: Creating Shareholder Value
Creating Shareholder Value A leading provider in lifestyle businesses delivering operating synergies, scale efficiencies and deepened global footprint for profitable growth Well-positioned to capitalize on growth opportunities Enhanced financial profile with more predictable and diversified earnings
Slide 19: TWG Financial Results for Six Months Ended June 30, 2017 and Year-Ended December 31, 2016
Exhibit 1 TWG Financial Results for Six Months Ended June 30, 2017 and Year-Ended December 31, 2016 Summary Income Statement Data ($ in Millions) Six Months Ended June 30, 2017 Year Ended December 31, 2016 Premium Earned and Contract Fees $521 $956 Total Revenue $573 $1,041 Income Before Income Tax
Slide 20: Reconciliation of TWG Non-GAAP Measure
Exhibit 2 Reconciliation of TWG Non-GAAP Measure Non-GAAP Reconciliation ($ in Millions) Six Months Ended June 30, 2017 Year Ended December 31, 2016 Net Income $38 $52 Amortization of Other Intangible Assets (1) 10 21 Non-Recurring Expenses (2) 7 13 Net Realized (Gains) and Losses on Investments (2)
Slide 21: Reconciliation of TWG Non-GAAP Measure
Exhibit 3 Reconciliation of TWG Non-GAAP Measure Non-GAAP Reconciliation ($ in Millions) Last Twelve Months Ended June 30, 2017 Net Income $66 Amortization of Other Intangible Assets (1) 20 Non-Recurring Expenses (2) 14 Net Realized (Gains) and Losses on Investments 2 Adjusted Net Income $102 Reflec
Slide 22: Additional Information
Additional Information Additional Information and Where to Find It This communication relates to a proposed transaction between Assurant and The Warranty Group that will become the subject of a registration statement, which will include a joint proxy statement/prospectus, to be filed with the U.S. S