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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Georgia
(State or other jurisdiction of incorporation or organization)
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58-0506554
(I.R.S. Employer Identification Number)
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1001 Summit Boulevard, Atlanta, Georgia
(Address of principal executive offices)
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30319
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock — $1.00 Par Value
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New York Stock Exchange
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Class B Common Stock — $1.00 Par Value
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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•
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Property — losses caused by physical damage to commercial or residential real property and certain types of personal property.
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•
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Catastrophe — losses caused by all types of natural disasters, such as hurricanes, earthquakes and floods, and man-made disasters such as oil spills, chemical releases, and explosions.
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•
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Public Liability — a wide range of non-automobile liability claims such as product liability; owners, landlords and tenants liabilities; and comprehensive general liability.
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•
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Automobile — all types of losses involving use of an automobile, including bodily injury, physical damage, medical payments, collision, fire, theft, and comprehensive liability.
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•
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U.S. Claims Field Operations
is the largest service line of the Company's
U.S. Services
operations. Services provided by
U.S. Claims Field Operations
include property claims management, casualty claims management, and vehicle services.
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•
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U.S. Technical Services
is focused on large
, complex losses with a national team of technical adjusters and industry experts servicing a broad range of industries including commercial property, aviation, forensic accounting, marine and transportation, retail, building and construction, and energy, among several others. This group is part of Crawford Global Technical Services ("GTS
®
"), a group of qualified adjusters with technical training and specialized expertise, such as in forensics, engineering, accounting, and chemistry, with relationships spanning the insurance industry and corporations in the Fortune 1000.
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•
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U.S. Catastrophe Services
provides independent adjusting resources and temporary services for insurance claims management in response to natural or man-made disasters. We have one of the largest trained and credentialed field forces in the industry. U.S. Catastrophe Services utilizes a proprietary response mechanism to ensure prompt, effective management of catastrophic events for our clients.
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•
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U.S. Contractor Connection
is the largest independently managed contractor network in the industry, with approximately
4,800
credentialed residential and commercial contractors. This innovative service solution for high-frequency, low-complexity claims optimizes the time and work process needed to resolve property claims.
U.S. Contractor Connection
supports our business process outsourcing strategy by providing high-quality outsourced contractor management to national and regional insurance carriers.
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•
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Workers' Compensation — claims arising under state and federal workers' compensation laws.
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•
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Public Liability — a wide range of non-automobile liability claims such as product liability; owners, landlords and tenants liabilities; and comprehensive general liability.
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•
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Automobile — all types of losses involving use of an automobile, including bodily injury, physical damage, medical payments, collision, fire, theft, and comprehensive liability.
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•
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The Workers' Compensation, Disability, and Liability Claims Management service line offers a comprehensive, integrated approach to workers' compensation, disability, and liability claims management. This service line also includes Accident & Health claims programs, including affinity-type claims, and disability and leave management services to help employees return to their jobs as soon as possible.
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•
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The Medical Management service line offers case managers who proactively manage medical treatment while facilitating an understanding of, and participation in, the rehabilitation process. These programs aim to help employees recover as quickly as possible in a cost-effective method.
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•
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Risk Management Information Services are provided through Risk Sciences Group, Inc. ("RSG"), a wholly-owned subsidiary of the Company. RSG is a leading risk management information systems software and services company with a history of providing customized risk management solutions to Fortune 1000 companies, insurance carriers, and brokers.
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•
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Class Action Services — technology-intensive administrative services for plaintiff and defense counsel as well as corporate defendants and federal and state regulators to expedite high-volume class action and regulatory settlements.
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•
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Bankruptcy Services — cost-effective, end-to-end solutions for managing the administration of bankruptcy under Chapter 11.
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•
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GCG Communications — legal notice programs for successful case administration.
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Year Ended December 31,
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2015
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2014
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2013
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U.S. Services
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20.7
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%
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18.9
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%
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17.5
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%
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International
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43.3
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%
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42.7
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%
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42.0
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%
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Broadspire
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25.0
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%
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23.5
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%
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21.7
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%
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Garden City Group
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11.0
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%
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14.9
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%
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18.8
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%
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100.0
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%
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100.0
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%
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100.0
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%
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•
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changes in the degree to which property and casualty insurance carriers or self-insured entities outsource, or intend to outsource, their claims handling functions are generally not disclosed in advance;
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•
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we cannot predict the length or timing of any insurance cycle, described below;
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•
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changes in the overall employment levels and associated workplace injury rates, which are not subject to accurate forecasting, in the U.S. could impact the number of total claims;
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•
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the frequency and severity of weather-related, natural, and man-made disasters, which are a significant source of cases for us, are also generally not subject to accurate forecasting;
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•
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major insurance carriers, underwriters, and brokers could elect to expand their activities as administrators and adjusters, which would directly compete with our business; and
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•
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we may not desire to or be able to renew existing major contracts with clients.
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•
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failure to implement our business plan for the combined business on a timely basis or at current expected cost levels;
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•
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unanticipated issues in integrating information, communications, and other systems; and
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•
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other unanticipated issues, expenses, and liabilities.
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2015
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First
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Second
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Third
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Fourth
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||||||||
CRDA — High
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$
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8.57
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$
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8.04
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$
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7.54
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$
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5.96
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CRDA — Low
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$
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7.40
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$
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7.22
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$
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5.53
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$
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4.95
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CRDB — High
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$
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10.19
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$
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8.97
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$
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8.49
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$
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6.45
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CRDB — Low
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$
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8.26
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$
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7.29
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$
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5.61
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$
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5.08
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2014
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First
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Second
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Third
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Fourth
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||||||||
CRDA — High
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$
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9.45
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$
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9.83
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$
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8.74
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$
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9.00
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CRDA — Low
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$
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6.99
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$
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8.05
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$
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7.74
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$
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7.75
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CRDB — High
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$
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10.91
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$
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12.12
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$
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10.86
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$
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10.86
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CRDB — Low
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$
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7.88
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$
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9.57
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$
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8.25
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$
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8.12
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Period
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Total Number of Shares Purchased
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Shares That May be Purchased Under the Plans or Programs
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Balance as of September 30, 2015
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1,455,300
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October 1, 2015 - October 31, 2015
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CRDA
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—
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$
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—
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—
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CRDB
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—
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$
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—
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—
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Totals as of October 31, 2015
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1,455,300
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November 1, 2015 - November 30, 2015
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CRDA
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—
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$
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—
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—
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|
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CRDB
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—
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$
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—
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|
|
—
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|
|
|
|
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Totals as of November 30, 2015
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|
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1,455,300
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|
||||
December 1, 2015 - December 31, 2015
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|||||
CRDA
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—
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|
$
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—
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|
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—
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|
|
|
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|
CRDB
|
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—
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|
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$
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—
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|
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—
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|
|
|
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Totals as of December 31, 2015
|
|
—
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|
|
|
|
—
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1,455,300
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|
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||
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Year Ended December 31,
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2015
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|
2014
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2013
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2012
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2011
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||||||||||
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(In thousands, except per share amounts and percentages)
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||||||||||||||||||
Revenues before Reimbursements
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$
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1,170,385
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$
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1,142,851
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$
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1,163,445
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$
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1,176,717
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$
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1,125,355
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Reimbursements
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71,135
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74,112
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89,985
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89,421
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|
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86,007
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|||||
Total Revenues
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1,241,520
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1,216,963
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1,253,430
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1,266,138
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1,211,362
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|||||
Total Costs of Services
|
940,352
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|
|
914,814
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|
|
936,427
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|
|
936,059
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|
|
917,929
|
|
|||||
U.S. Services Operating Earnings (1)
|
32,702
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|
|
18,039
|
|
|
11,895
|
|
|
13,164
|
|
|
11,918
|
|
|||||
International Operating Earnings (1)
|
18,799
|
|
|
25,344
|
|
|
38,795
|
|
|
47,195
|
|
|
36,185
|
|
|||||
Broadspire Operating Earnings (Loss) (1)
|
24,017
|
|
|
15,469
|
|
|
8,245
|
|
|
21
|
|
|
(11,417
|
)
|
|||||
Garden City Group Operating Earnings (1)
|
11,507
|
|
|
22,849
|
|
|
46,752
|
|
|
60,284
|
|
|
51,307
|
|
|||||
Unallocated Corporate and Shared Costs and Credits, Net
|
(16,605
|
)
|
|
(8,582
|
)
|
|
(10,829
|
)
|
|
(10,504
|
)
|
|
(9,403
|
)
|
|||||
Net Corporate Interest Expense
|
(8,383
|
)
|
|
(6,031
|
)
|
|
(6,423
|
)
|
|
(8,607
|
)
|
|
(15,911
|
)
|
|||||
Stock Option Expense
|
(433
|
)
|
|
(859
|
)
|
|
(948
|
)
|
|
(408
|
)
|
|
(450
|
)
|
|||||
Amortization of Customer-Relationship Intangible Assets
|
(9,668
|
)
|
|
(6,341
|
)
|
|
(6,385
|
)
|
|
(6,373
|
)
|
|
(6,177
|
)
|
|||||
Goodwill Impairment Charges
|
(49,314
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring and Special (Charges) Credits
|
(34,395
|
)
|
|
—
|
|
|
—
|
|
|
(11,332
|
)
|
|
2,379
|
|
|||||
Income Taxes
|
(13,832
|
)
|
|
(28,780
|
)
|
|
(29,766
|
)
|
|
(33,686
|
)
|
|
(12,739
|
)
|
|||||
Net Loss (Income) Attributable to Noncontrolling Interests
|
117
|
|
|
(484
|
)
|
|
(358
|
)
|
|
(866
|
)
|
|
(288
|
)
|
|||||
Net (Loss) Income Attributable to Shareholders of Crawford & Company
|
$
|
(45,488
|
)
|
|
$
|
30,624
|
|
|
$
|
50,978
|
|
|
$
|
48,888
|
|
|
$
|
45,404
|
|
(Loss) Earnings Per CRDB Share (2):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.87
|
)
|
|
$
|
0.52
|
|
|
$
|
0.91
|
|
|
$
|
0.88
|
|
|
$
|
0.84
|
|
Diluted
|
$
|
(0.87
|
)
|
|
$
|
0.52
|
|
|
$
|
0.90
|
|
|
$
|
0.87
|
|
|
$
|
0.83
|
|
Current Assets
|
$
|
370,177
|
|
|
$
|
367,583
|
|
|
$
|
369,681
|
|
|
$
|
386,765
|
|
|
$
|
369,549
|
|
Total Assets
|
$
|
783,406
|
|
|
$
|
789,319
|
|
|
$
|
790,058
|
|
|
$
|
847,415
|
|
|
$
|
818,477
|
|
Current Liabilities
|
$
|
258,348
|
|
|
$
|
259,559
|
|
|
$
|
317,393
|
|
|
$
|
318,174
|
|
|
$
|
286,749
|
|
Long-Term Debt, Less Current Installments
|
$
|
225,365
|
|
|
$
|
154,046
|
|
|
$
|
101,779
|
|
|
$
|
152,293
|
|
|
$
|
211,983
|
|
Total Debt
|
$
|
247,282
|
|
|
$
|
156,811
|
|
|
$
|
137,645
|
|
|
$
|
166,406
|
|
|
$
|
214,187
|
|
Shareholders' Investment Attributable to Shareholders of Crawford & Company
|
$
|
113,693
|
|
|
$
|
172,937
|
|
|
$
|
199,805
|
|
|
$
|
136,199
|
|
|
$
|
133,472
|
|
Total Capital
|
$
|
360,975
|
|
|
$
|
329,748
|
|
|
$
|
337,450
|
|
|
$
|
302,605
|
|
|
$
|
347,659
|
|
Current Ratio
|
1.4:1
|
|
|
1.4:1
|
|
|
1.2:1
|
|
|
1.2:1
|
|
|
1.3:1
|
|
|||||
Total Debt to Total Capital Ratio
|
68.5
|
%
|
|
47.6
|
%
|
|
40.8
|
%
|
|
55.0
|
%
|
|
61.6
|
%
|
|||||
Return on Average Shareholders' Investment
|
(31.7
|
)%
|
|
16.4
|
%
|
|
30.3
|
%
|
|
36.3
|
%
|
|
40.7
|
%
|
|||||
Cash Provided by Operating Activities
|
$
|
61,655
|
|
|
$
|
6,606
|
|
|
$
|
77,844
|
|
|
$
|
92,853
|
|
|
$
|
36,676
|
|
Cash Used in Investing Activities
|
$
|
(101,178
|
)
|
|
$
|
(31,767
|
)
|
|
$
|
(33,528
|
)
|
|
$
|
(33,803
|
)
|
|
$
|
(34,933
|
)
|
Cash Provided By (Used in) Financing Activities
|
$
|
67,889
|
|
|
$
|
4,532
|
|
|
$
|
(39,132
|
)
|
|
$
|
(64,918
|
)
|
|
$
|
(17,964
|
)
|
Shareholders' Investment Attributable to Shareholders of Crawford & Company Per Diluted Share
|
$
|
2.06
|
|
|
$
|
3.11
|
|
|
$
|
3.60
|
|
|
$
|
2.48
|
|
|
$
|
2.46
|
|
Cash Dividends Per Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
CRDA
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
CRDB
|
$
|
0.20
|
|
|
$
|
0.18
|
|
|
$
|
0.14
|
|
|
$
|
0.16
|
|
|
$
|
0.08
|
|
Weighted-Average Shares and Share-Equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
55,286
|
|
|
54,927
|
|
|
54,543
|
|
|
54,229
|
|
|
53,517
|
|
|||||
Diluted
|
55,286
|
|
|
55,673
|
|
|
55,545
|
|
|
54,965
|
|
|
54,246
|
|
(1)
|
This is a segment financial measure calculated in accordance with ASC Topic 280, "Segment Reporting," and representing segment earnings (loss) before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring and special charges and credits, income taxes, and net loss or income attributable to noncontrolling interests.
|
(2)
|
The Company computes (loss) earnings per share of CRDA and CRDB
using the two-class method, which allocates the undistributed (loss) earnings for each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the non-voting CRDA shares than on the voting CRDB shares, subject to certain limitations. In periods when the dividend is the same for CRDA and CRDB or when no dividends are declared or paid to either class, the two-class method generally will yield the same (loss) earnings per share for CRDA and CRDB.
|
|
|
|
|
|
|
|
% Change From Prior Year
|
||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(In thousands, except percentages)
|
|
|
|
|
||||||||||||
Revenues Before Reimbursements:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
242,488
|
|
|
$
|
215,385
|
|
|
$
|
203,916
|
|
|
12.6
|
%
|
|
5.6
|
%
|
International
|
506,650
|
|
|
488,284
|
|
|
488,488
|
|
|
3.8
|
%
|
|
—
|
%
|
|||
Broadspire
|
293,032
|
|
|
268,890
|
|
|
252,242
|
|
|
9.0
|
%
|
|
6.6
|
%
|
|||
Garden City Group
|
128,215
|
|
|
170,292
|
|
|
218,799
|
|
|
(24.7
|
)%
|
|
(22.2
|
)%
|
|||
Total, before reimbursements
|
1,170,385
|
|
|
1,142,851
|
|
|
1,163,445
|
|
|
2.4
|
%
|
|
(1.8
|
)%
|
|||
Reimbursements
|
71,135
|
|
|
74,112
|
|
|
89,985
|
|
|
(4.0
|
)%
|
|
(17.6
|
)%
|
|||
Total Revenues
|
$
|
1,241,520
|
|
|
$
|
1,216,963
|
|
|
$
|
1,253,430
|
|
|
2.0
|
%
|
|
(2.9
|
)%
|
Direct Compensation, Fringe Benefits & Non-Employee Labor:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
149,742
|
|
|
$
|
133,935
|
|
|
$
|
132,270
|
|
|
11.8
|
%
|
|
1.3
|
%
|
% of related revenues before reimbursements
|
61.8
|
%
|
|
62.2
|
%
|
|
64.9
|
%
|
|
|
|
|
|||||
International
|
337,125
|
|
|
340,010
|
|
|
333,156
|
|
|
(0.8
|
)%
|
|
2.1
|
%
|
|||
% of related revenues before reimbursements
|
66.5
|
%
|
|
69.6
|
%
|
|
68.2
|
%
|
|
|
|
|
|||||
Broadspire
|
159,169
|
|
|
149,733
|
|
|
142,937
|
|
|
6.3
|
%
|
|
4.8
|
%
|
|||
% of related revenues before reimbursements
|
54.3
|
%
|
|
55.7
|
%
|
|
56.7
|
%
|
|
|
|
|
|||||
Garden City Group
|
90,363
|
|
|
117,625
|
|
|
142,961
|
|
|
(23.2
|
)%
|
|
(17.7
|
)%
|
|||
% of related revenues before reimbursements
|
70.5
|
%
|
|
69.1
|
%
|
|
65.3
|
%
|
|
|
|
|
|||||
Total
|
$
|
736,399
|
|
|
$
|
741,303
|
|
|
$
|
751,324
|
|
|
(0.7
|
)%
|
|
(1.3
|
)%
|
% of Revenues before reimbursements
|
62.9
|
%
|
|
64.9
|
%
|
|
64.6
|
%
|
|
|
|
|
|||||
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
60,044
|
|
|
$
|
63,411
|
|
|
$
|
59,751
|
|
|
(5.3
|
)%
|
|
6.1
|
%
|
% of related revenues before reimbursements
|
24.7
|
%
|
|
29.4
|
%
|
|
29.3
|
%
|
|
|
|
|
|||||
International
|
150,726
|
|
|
122,930
|
|
|
116,537
|
|
|
22.6
|
%
|
|
5.5
|
%
|
|||
% of related revenues before reimbursements
|
29.8
|
%
|
|
25.2
|
%
|
|
23.9
|
%
|
|
|
|
|
|||||
Broadspire
|
109,846
|
|
|
103,688
|
|
|
101,060
|
|
|
5.9
|
%
|
|
2.6
|
%
|
|||
% of related revenues before reimbursements
|
37.5
|
%
|
|
38.5
|
%
|
|
40.1
|
%
|
|
|
|
|
|||||
Garden City Group
|
26,345
|
|
|
29,818
|
|
|
29,086
|
|
|
(11.6
|
)%
|
|
2.5
|
%
|
|||
% of related revenues before reimbursements
|
20.5
|
%
|
|
17.5
|
%
|
|
13.2
|
%
|
|
|
|
|
|||||
Total, before reimbursements
|
346,961
|
|
|
319,847
|
|
|
306,434
|
|
|
8.5
|
%
|
|
4.4
|
%
|
|||
% of Revenues before reimbursements
|
29.6
|
%
|
|
28.0
|
%
|
|
26.3
|
%
|
|
|
|
|
|||||
Reimbursements
|
71,135
|
|
|
74,112
|
|
|
89,985
|
|
|
(4.0
|
)%
|
|
(17.6
|
)%
|
|||
Total
|
$
|
418,096
|
|
|
$
|
393,959
|
|
|
$
|
396,419
|
|
|
6.1
|
%
|
|
(0.6
|
)%
|
% of Revenues
|
33.7
|
%
|
|
32.4
|
%
|
|
31.6
|
%
|
|
|
|
|
|||||
Segment Operating Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
32,702
|
|
|
$
|
18,039
|
|
|
$
|
11,895
|
|
|
81.3
|
%
|
|
51.7
|
%
|
% of related revenues before reimbursements
|
13.5
|
%
|
|
8.4
|
%
|
|
5.8
|
%
|
|
|
|
|
|||||
International
|
18,799
|
|
|
25,344
|
|
|
38,795
|
|
|
(25.8
|
)%
|
|
(34.7
|
)%
|
|||
% of related revenues before reimbursements
|
3.7
|
%
|
|
5.2
|
%
|
|
7.9
|
%
|
|
|
|
|
|||||
Broadspire
|
24,017
|
|
|
15,469
|
|
|
8,245
|
|
|
55.3
|
%
|
|
87.6
|
%
|
|||
% of related revenues before reimbursements
|
8.2
|
%
|
|
5.8
|
%
|
|
3.3
|
%
|
|
|
|
|
|||||
Garden City Group
|
11,507
|
|
|
22,849
|
|
|
46,752
|
|
|
(49.6
|
)%
|
|
(51.1
|
)%
|
|||
% of related revenues before reimbursements
|
9.0
|
%
|
|
13.4
|
%
|
|
21.4
|
%
|
|
|
|
|
|||||
Deduct:
|
|
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate and shared costs and credits, net
|
(16,605
|
)
|
|
(8,582
|
)
|
|
(10,829
|
)
|
|
93.5
|
%
|
|
(20.7
|
)%
|
|||
Net corporate interest expense
|
(8,383
|
)
|
|
(6,031
|
)
|
|
(6,423
|
)
|
|
39.0
|
%
|
|
(6.1
|
)%
|
|||
Stock option expense
|
(433
|
)
|
|
(859
|
)
|
|
(948
|
)
|
|
(49.6
|
)%
|
|
(9.4
|
)%
|
|||
Amortization of customer-relationship intangible assets
|
(9,668
|
)
|
|
(6,341
|
)
|
|
(6,385
|
)
|
|
52.5
|
%
|
|
(0.7
|
)%
|
|||
Goodwill impairment charges
|
(49,314
|
)
|
|
—
|
|
|
—
|
|
|
nm
|
|
|
nm
|
|
|||
Restructuring and special charges
|
(34,395
|
)
|
|
—
|
|
|
—
|
|
|
nm
|
|
|
nm
|
|
|||
(Loss) Income Before Income Taxes
|
(31,773
|
)
|
|
59,888
|
|
|
81,102
|
|
|
(153.1
|
)%
|
|
(26.2
|
)%
|
|||
Income taxes
|
(13,832
|
)
|
|
(28,780
|
)
|
|
(29,766
|
)
|
|
(51.9
|
)%
|
|
(3.3
|
)%
|
|||
(Loss) Net Income
|
(45,605
|
)
|
|
31,108
|
|
|
51,336
|
|
|
(246.6
|
)%
|
|
(39.4
|
)%
|
|||
Net loss (income) attributable to noncontrolling interests
|
117
|
|
|
(484
|
)
|
|
(358
|
)
|
|
(124.2
|
)%
|
|
35.2
|
%
|
|||
Net (Loss) Income Attributable to Shareholders of Crawford & Company
|
$
|
(45,488
|
)
|
|
$
|
30,624
|
|
|
$
|
50,978
|
|
|
(248.5
|
)%
|
|
(39.9
|
)%
|
Year Ended December 31,
|
2015
|
|
2014
|
|
Variance
|
|||||
|
(In thousands)
|
|
|
|||||||
U.S. Claims Field Operations
|
$
|
78,166
|
|
|
$
|
96,390
|
|
|
(18.9
|
)%
|
U.S. Technical Services
|
28,558
|
|
|
24,822
|
|
|
15.1
|
%
|
||
U.S. Catastrophe Services
|
76,441
|
|
|
43,656
|
|
|
75.1
|
%
|
||
Subtotal U.S. Claims Services
|
183,165
|
|
|
164,868
|
|
|
11.1
|
%
|
||
U.S. Contractor Connection
|
59,323
|
|
|
50,517
|
|
|
17.4
|
%
|
||
Total U.S. Services Revenues before Reimbursements
|
$
|
242,488
|
|
|
$
|
215,385
|
|
|
12.6
|
%
|
Year Ended December 31,
|
2015
|
|
2014
|
|
Variance
|
|||
U.S. Claims Field Operations
|
148,478
|
|
|
219,141
|
|
|
(32.2
|
)%
|
U.S. Technical Services
|
7,484
|
|
|
5,751
|
|
|
30.1
|
%
|
U.S. Catastrophe Services
|
32,018
|
|
|
22,560
|
|
|
41.9
|
%
|
Subtotal U.S. Claims Services
|
187,980
|
|
|
247,452
|
|
|
(24.0
|
)%
|
U.S. Contractor Connection
|
194,113
|
|
|
184,738
|
|
|
5.1
|
%
|
Total U.S. Services Cases Received
|
382,093
|
|
|
432,190
|
|
|
(11.6
|
)%
|
Year Ended December 31,
|
2015
|
|
2014
|
|
Variance
|
|||
U.K.
|
129,252
|
|
|
88,061
|
|
|
46.8
|
%
|
Canada
|
181,005
|
|
|
184,304
|
|
|
(1.8
|
)%
|
Asia-Pacific
|
150,859
|
|
|
158,950
|
|
|
(5.1
|
)%
|
Europe and Rest of World
|
318,357
|
|
|
331,154
|
|
|
(3.9
|
)%
|
Total International Cases Received
|
779,473
|
|
|
762,469
|
|
|
2.2
|
%
|
Year Ended December 31,
|
2015
|
|
2014
|
|
Variance
|
|||||
|
(In thousands)
|
|
|
|||||||
Workers' Compensation, Disability, and Liability Claims Management
|
$
|
121,875
|
|
|
$
|
112,334
|
|
|
8.5
|
%
|
Medical Management
|
156,290
|
|
|
140,903
|
|
|
10.9
|
%
|
||
Risk Management Information Services
|
14,867
|
|
|
15,653
|
|
|
(5.0
|
)%
|
||
Total Broadspire Revenues before Reimbursements
|
$
|
293,032
|
|
|
$
|
268,890
|
|
|
9.0
|
%
|
Year Ended December 31,
|
2015
|
|
2014
|
|
Variance
|
|||
Workers' Compensation
|
175,938
|
|
|
179,082
|
|
|
(1.8
|
)%
|
Casualty
|
145,334
|
|
|
72,156
|
|
|
101.4
|
%
|
Other
|
117,791
|
|
|
109,014
|
|
|
8.1
|
%
|
Total Broadspire Cases Received
|
439,063
|
|
|
360,252
|
|
|
21.9
|
%
|
Year Ended December 31,
|
2014
|
|
2013
|
|
Variance
|
|||||
|
(In thousands)
|
|
|
|||||||
U.S. Claims Field Operations
|
$
|
96,390
|
|
|
$
|
103,594
|
|
|
(7.0
|
)%
|
U.S. Technical Services
|
24,822
|
|
|
28,209
|
|
|
(12.0
|
)%
|
||
U.S. Catastrophe Services
|
43,656
|
|
|
36,067
|
|
|
21.0
|
%
|
||
Subtotal U.S. Claims Services
|
164,868
|
|
|
167,870
|
|
|
(1.8
|
)%
|
||
U.S. Contractor Connection
|
50,517
|
|
|
36,046
|
|
|
40.1
|
%
|
||
Total U.S. Services Revenues before Reimbursements
|
$
|
215,385
|
|
|
$
|
203,916
|
|
|
5.6
|
%
|
Year Ended December 31,
|
2014
|
|
2013
|
|
Variance
|
|||
U.S. Claims Field Operations
|
219,141
|
|
|
199,259
|
|
|
10.0
|
%
|
U.S. Technical Services
|
5,751
|
|
|
6,458
|
|
|
(10.9
|
)%
|
U.S. Catastrophe Services
|
22,560
|
|
|
36,134
|
|
|
(37.6
|
)%
|
Subtotal U.S. Claims Services
|
247,452
|
|
|
241,851
|
|
|
2.3
|
%
|
U.S. Contractor Connection
|
184,738
|
|
|
168,671
|
|
|
9.5
|
%
|
Total U.S. Services Cases Received
|
432,190
|
|
|
410,522
|
|
|
5.3
|
%
|
Year Ended December 31,
|
2014
|
|
2013
|
|
Variance
|
|||
U.K.
|
88,061
|
|
|
91,587
|
|
|
(3.8
|
)%
|
Canada
|
184,304
|
|
|
147,233
|
|
|
25.2
|
%
|
Asia-Pacific
|
158,950
|
|
|
155,102
|
|
|
2.5
|
%
|
Europe and Rest of World
|
331,154
|
|
|
291,392
|
|
|
13.6
|
%
|
Total International Cases Received
|
762,469
|
|
|
685,314
|
|
|
11.3
|
%
|
Year Ended December 31,
|
2014
|
|
2013
|
|
Variance
|
|||||
|
(In thousands)
|
|
|
|||||||
Workers' Compensation, Disability, and Liability Claims Management
|
$
|
112,334
|
|
|
$
|
107,624
|
|
|
4.4
|
%
|
Medical Management
|
140,903
|
|
|
128,802
|
|
|
9.4
|
%
|
||
Risk Management Information Services
|
15,653
|
|
|
15,816
|
|
|
(1.0
|
)%
|
||
Total Broadspire Revenues before Reimbursements
|
$
|
268,890
|
|
|
$
|
252,242
|
|
|
6.6
|
%
|
Year Ended December 31,
|
2014
|
|
2013
|
|
Variance
|
|||
Workers' Compensation
|
179,082
|
|
|
156,742
|
|
|
14.3
|
%
|
Casualty
|
72,156
|
|
|
80,457
|
|
|
(10.3
|
)%
|
Other
|
109,014
|
|
|
96,762
|
|
|
12.7
|
%
|
Total Broadspire Cases Received
|
360,252
|
|
|
333,961
|
|
|
7.9
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
One Year or Less
|
|
1 to 3
Years
|
|
3 to 5
Years
|
|
After 5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating lease obligations (Note 6)
|
$
|
42,851
|
|
|
$
|
62,352
|
|
|
$
|
37,172
|
|
|
$
|
25,510
|
|
|
$
|
167,885
|
|
Long-term debt, including current portions (Note 4)
(1)
|
—
|
|
|
243,667
|
|
|
—
|
|
|
—
|
|
|
243,667
|
|
|||||
Capital lease obligations (Note 4)
(1)
|
2,011
|
|
|
1,309
|
|
|
295
|
|
|
—
|
|
|
3,615
|
|
|||||
Total, before interest payments
|
44,862
|
|
|
307,328
|
|
|
37,467
|
|
|
25,510
|
|
|
415,167
|
|
|||||
Estimated interest payments under Credit Facility
|
10,600
|
|
|
20,300
|
|
|
—
|
|
|
—
|
|
|
30,900
|
|
|||||
Total contractual obligations
|
$
|
55,462
|
|
|
$
|
327,628
|
|
|
$
|
37,467
|
|
|
$
|
25,510
|
|
|
$
|
446,067
|
|
Year Ending December 31,
|
Estimated U.S. Pension Funding
|
||
|
(In thousands)
|
||
2016
|
$
|
9,000
|
|
2017
|
9,000
|
|
|
2018
|
9,000
|
|
|
2019
|
18,406
|
|
|
2020
|
19,858
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
|
One Year or Less
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
After 5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Standby Letters of Credit
|
$
|
17,211
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,211
|
|
•
|
Accounts receivable decreased by
$15.5 million
, or
$26.5 million
, excluding the effect of the GAB Robins acquisition and foreign currency exchange impacts, in
2015
compared with
2014
primarily due to the decrease in
Garden City Group
accounts receivable.
|
•
|
Prepaid expenses and other current assets and other noncurrent assets increased by
$14.2 million
in
2015
compared with
2014
primarily due to an increase of $11.7 million in the net prepaid pension balances of two U.K. defined benefit plans that are in an overfunded position, and a $2.9 million increase in the value of our Canadian cross currency basis swap.
|
•
|
Accrued compensation and related costs decreased by
$13.3 million
in
2015
compared with
2014
, primarily due to reduced incentive compensation payments accrued at year end due to lower than anticipated operating results.
|
•
|
Noncurrent deferred income tax assets decreased by
$19.6 million
primarily due to the tax impact of the adjustments to retirement liabilities recorded in accumulated other comprehensive loss, and the adoption of ASU 2015-17, requiring all deferred tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent on the balance sheet. Current deferred income tax liabilities decreased
$14.5 million
due to the adoption of ASU 2015-17.
|
•
|
ensure availability of funds for payment of plan benefits as they become due;
|
•
|
provide for a reasonable amount of long-term growth of capital, without undue exposure to volatility, and protect the assets from erosion of purchasing power; and
|
•
|
provide investment results that meet or exceed the plans' actuarially assumed long-term rate of return.
|
•
|
the duration of our pension plan liabilities, which drives the investment strategy we can employ with our pension plan assets;
|
•
|
the types of investment classes in which we invest our pension plan assets and the expected return we can reasonably expect those investment classes to earn over time; and
|
•
|
the investment returns we can reasonably expect our investment management program to achieve in excess of the returns we could expect if investments were made strictly in indexed funds.
|
|
Page
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Revenues from Services:
|
|
|
|
|
|
||||||
Revenues before reimbursements
|
$
|
1,170,385
|
|
|
$
|
1,142,851
|
|
|
$
|
1,163,445
|
|
Reimbursements
|
71,135
|
|
|
74,112
|
|
|
89,985
|
|
|||
Total Revenues
|
1,241,520
|
|
|
1,216,963
|
|
|
1,253,430
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
||||||
Costs of services provided, before reimbursements
|
869,217
|
|
|
840,702
|
|
|
846,442
|
|
|||
Reimbursements
|
71,135
|
|
|
74,112
|
|
|
89,985
|
|
|||
Total costs of services
|
940,352
|
|
|
914,814
|
|
|
936,427
|
|
|||
Selling, general, and administrative expenses
|
241,602
|
|
|
237,880
|
|
|
232,307
|
|
|||
Corporate interest expense, net of interest income of $600, $781, and $768, respectively
|
8,383
|
|
|
6,031
|
|
|
6,423
|
|
|||
Goodwill impairment charges
|
49,314
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and special charges
|
34,395
|
|
|
—
|
|
|
—
|
|
|||
Total Costs and Expenses
|
1,274,046
|
|
|
1,158,725
|
|
|
1,175,157
|
|
|||
Other Income
|
753
|
|
|
1,650
|
|
|
2,829
|
|
|||
(Loss) Income Before Income Taxes
|
(31,773
|
)
|
|
59,888
|
|
|
81,102
|
|
|||
Provision for Income Taxes
|
13,832
|
|
|
28,780
|
|
|
29,766
|
|
|||
Net (Loss) Income
|
(45,605
|
)
|
|
31,108
|
|
|
51,336
|
|
|||
Net Loss (Income) Attributable to Noncontrolling Interests
|
117
|
|
|
(484
|
)
|
|
(358
|
)
|
|||
Net (Loss) Income Attributable to Shareholders of Crawford & Company
|
$
|
(45,488
|
)
|
|
$
|
30,624
|
|
|
$
|
50,978
|
|
|
|
|
|
|
|
||||||
(Loss) Earnings Per Share - Basic:
|
|
|
|
|
|
||||||
Class A Common Stock
|
$
|
(0.79
|
)
|
|
$
|
0.58
|
|
|
$
|
0.95
|
|
Class B Common Stock
|
$
|
(0.87
|
)
|
|
$
|
0.52
|
|
|
$
|
0.91
|
|
|
|
|
|
|
|
||||||
(Loss) Earnings Per Share - Diluted:
|
|
|
|
|
|
||||||
Class A Common Stock
|
$
|
(0.79
|
)
|
|
$
|
0.57
|
|
|
$
|
0.93
|
|
Class B Common Stock
|
$
|
(0.87
|
)
|
|
$
|
0.52
|
|
|
$
|
0.90
|
|
|
|
|
|
|
|
||||||
Weighted-Average Shares Used to Compute Basic (Loss) Earnings Per Share:
|
|
|
|
|
|
||||||
Class A Common Stock
|
30,596
|
|
|
30,237
|
|
|
29,853
|
|
|||
Class B Common Stock
|
24,690
|
|
|
24,690
|
|
|
24,690
|
|
|||
|
|
|
|
|
|
||||||
Weighted-Average Shares Used to Compute Diluted (Loss) Earnings Per Share:
|
|
|
|
|
|
||||||
Class A Common Stock
|
30,596
|
|
|
30,983
|
|
|
30,855
|
|
|||
Class B Common Stock
|
24,690
|
|
|
24,690
|
|
|
24,690
|
|
|||
|
|
|
|
|
|
||||||
Cash Dividends Per Share:
|
|
|
|
|
|
||||||
Class A Common Stock
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
Class B Common Stock
|
$
|
0.20
|
|
|
$
|
0.18
|
|
|
$
|
0.14
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
||||||||||
Net (Loss) Income
|
$
|
(45,605
|
)
|
|
$
|
31,108
|
|
|
$
|
51,336
|
|
|
|
|
|
|
|
||||||
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
||||||
Net foreign currency translation loss, net of tax benefit of $0, $91 and $0, respectively
|
(20,426
|
)
|
|
(8,600
|
)
|
|
(4,283
|
)
|
|||
Amounts reclassified into net income for defined benefit pension plans, net of tax provision of $3,265, $3,039, and $4,220, respectively
|
10,806
|
|
|
8,636
|
|
|
8,834
|
|
|||
Net unrealized gain (loss) on defined benefit plans arising during the year, net of tax (provision) benefit of $(2,349), $25,746, and $(13,846), respectively
|
8,209
|
|
|
(43,181
|
)
|
|
15,671
|
|
|||
|
|
|
|
|
|
||||||
Other Comprehensive (Loss) Income
|
(1,411
|
)
|
|
(43,145
|
)
|
|
20,222
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive (Loss) Income
|
(47,016
|
)
|
|
(12,037
|
)
|
|
71,558
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss (income) attributable to noncontrolling interests
|
855
|
|
|
(87
|
)
|
|
(309
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive (Loss) Income Attributable to Shareholders of Crawford & Company
|
$
|
(46,161
|
)
|
|
$
|
(12,124
|
)
|
|
$
|
71,249
|
|
December 31,
|
2015
|
|
2014
|
||||
|
|
||||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
76,066
|
|
|
$
|
52,456
|
|
Accounts receivable, less allowance for doubtful accounts of $13,133 and $10,960, respectively
|
164,596
|
|
|
180,096
|
|
||
Unbilled revenues, at estimated billable amounts
|
98,659
|
|
|
103,163
|
|
||
Income taxes receivable
|
4,255
|
|
|
2,779
|
|
||
Prepaid expenses and other current assets
|
26,601
|
|
|
29,089
|
|
||
Total Current Assets
|
370,177
|
|
|
367,583
|
|
||
Property and Equipment:
|
|
|
|
||||
Property and equipment
|
140,383
|
|
|
143,273
|
|
||
Less accumulated depreciation
|
(102,331
|
)
|
|
(102,414
|
)
|
||
Net Property and Equipment
|
38,052
|
|
|
40,859
|
|
||
Other Assets:
|
|
|
|
||||
Goodwill
|
95,616
|
|
|
131,885
|
|
||
Intangible assets arising from business acquisitions, net
|
104,861
|
|
|
75,895
|
|
||
Capitalized software costs, net
|
79,996
|
|
|
75,536
|
|
||
Deferred income tax assets
|
47,371
|
|
|
66,927
|
|
||
Other noncurrent assets
|
47,333
|
|
|
30,634
|
|
||
Total Other Assets
|
375,177
|
|
|
380,877
|
|
||
TOTAL ASSETS
|
$
|
783,406
|
|
|
$
|
789,319
|
|
December 31,
|
2015
|
|
2014
|
||||
|
|
||||||
LIABILITIES AND SHAREHOLDERS' INVESTMENT
|
|||||||
Current Liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
19,958
|
|
|
$
|
2,002
|
|
Accounts payable
|
44,615
|
|
|
48,597
|
|
||
Accrued compensation and related costs
|
68,843
|
|
|
82,151
|
|
||
Self-insured risks
|
14,122
|
|
|
14,491
|
|
||
Income taxes payable
|
4,419
|
|
|
2,618
|
|
||
Deferred income taxes
|
—
|
|
|
14,523
|
|
||
Deferred rent
|
13,303
|
|
|
13,576
|
|
||
Other accrued liabilities
|
44,577
|
|
|
35,784
|
|
||
Deferred revenues
|
46,552
|
|
|
45,054
|
|
||
Current installments of capital leases
|
1,959
|
|
|
763
|
|
||
Total Current Liabilities
|
258,348
|
|
|
259,559
|
|
||
Noncurrent Liabilities:
|
|
|
|
||||
Long-term debt and capital leases, less current installments
|
225,365
|
|
|
154,046
|
|
||
Deferred revenues
|
26,592
|
|
|
26,706
|
|
||
Self-insured risks
|
9,354
|
|
|
10,041
|
|
||
Accrued pension liabilities
|
121,732
|
|
|
142,343
|
|
||
Other noncurrent liabilities
|
17,664
|
|
|
17,271
|
|
||
Total Noncurrent Liabilities
|
400,707
|
|
|
350,407
|
|
||
Shareholders' Investment:
|
|
|
|
||||
Class A common stock, $1.00 par value, 50,000 shares authorized; 30,537 and 30,497 shares issued and outstanding, respectively
|
30,537
|
|
|
30,497
|
|
||
Class B common stock, $1.00 par value, 50,000 shares authorized; 24,690 shares issued and outstanding
|
24,690
|
|
|
24,690
|
|
||
Additional paid-in capital
|
41,936
|
|
|
38,617
|
|
||
Retained earnings
|
239,161
|
|
|
301,091
|
|
||
Accumulated other comprehensive loss
|
(222,631
|
)
|
|
(221,958
|
)
|
||
Shareholders' Investment Attributable to Shareholders of Crawford & Company
|
113,693
|
|
|
172,937
|
|
||
Noncontrolling interests
|
10,658
|
|
|
6,416
|
|
||
Total Shareholders' Investment
|
124,351
|
|
|
179,353
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT
|
$
|
783,406
|
|
|
$
|
789,319
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(45,605
|
)
|
|
$
|
31,108
|
|
|
$
|
51,336
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43,498
|
|
|
37,644
|
|
|
33,903
|
|
|||
Impairment of goodwill
|
49,314
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
4,120
|
|
|
15,189
|
|
|
15,625
|
|
|||
Gain on sale of interest in former corporate headquarters property
|
—
|
|
|
(836
|
)
|
|
—
|
|
|||
Stock-based compensation costs
|
3,229
|
|
|
1,189
|
|
|
3,835
|
|
|||
(Gain) loss on disposals of property and equipment, net
|
(356
|
)
|
|
(239
|
)
|
|
273
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
26,526
|
|
|
(24,358
|
)
|
|
2,102
|
|
|||
Unbilled revenues, net
|
3,053
|
|
|
(1,216
|
)
|
|
16,528
|
|
|||
Accrued or prepaid income taxes
|
5,948
|
|
|
3,099
|
|
|
(2,160
|
)
|
|||
Accounts payable and accrued liabilities
|
(21,151
|
)
|
|
(23,100
|
)
|
|
(22,328
|
)
|
|||
Deferred revenues
|
363
|
|
|
(4,645
|
)
|
|
(5,895
|
)
|
|||
Accrued retirement costs
|
(16,402
|
)
|
|
(18,497
|
)
|
|
(22,086
|
)
|
|||
Prepaid expenses and other operating activities
|
9,118
|
|
|
(8,732
|
)
|
|
6,711
|
|
|||
Net cash provided by operating activities
|
61,655
|
|
|
6,606
|
|
|
77,844
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Acquisitions of property and equipment
|
(12,144
|
)
|
|
(12,485
|
)
|
|
(14,037
|
)
|
|||
Proceeds from disposals of property and equipment
|
—
|
|
|
1,289
|
|
|
—
|
|
|||
Capitalization of computer software costs
|
(20,775
|
)
|
|
(16,712
|
)
|
|
(16,976
|
)
|
|||
Proceeds from sale of interest in former corporate headquarters property
|
—
|
|
|
836
|
|
|
—
|
|
|||
Cash surrendered from sale of business
|
—
|
|
|
(1,554
|
)
|
|
—
|
|
|||
Payments for business acquisitions, net of cash acquired
|
(68,259
|
)
|
|
(3,141
|
)
|
|
(2,515
|
)
|
|||
Net cash used in investing activities
|
(101,178
|
)
|
|
(31,767
|
)
|
|
(33,528
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Cash dividends paid
|
(13,511
|
)
|
|
(11,717
|
)
|
|
(8,840
|
)
|
|||
Payments related to shares received for withholding taxes under stock-based compensation plans
|
(479
|
)
|
|
(2,085
|
)
|
|
(1,322
|
)
|
|||
Proceeds from shares purchased under employee stock-based compensation plans
|
1,320
|
|
|
1,270
|
|
|
1,884
|
|
|||
Repurchases of common stock
|
(1,240
|
)
|
|
(3,390
|
)
|
|
(3,631
|
)
|
|||
Increase in short-term and revolving credit facility borrowings
|
147,509
|
|
|
121,110
|
|
|
88,460
|
|
|||
Payments on short-term and revolving credit facility borrowings
|
(62,017
|
)
|
|
(98,821
|
)
|
|
(99,461
|
)
|
|||
Payments on capital lease obligations and long-term debt
|
(1,993
|
)
|
|
(856
|
)
|
|
(15,823
|
)
|
|||
Capitalized loan costs
|
(1,299
|
)
|
|
(218
|
)
|
|
(30
|
)
|
|||
Dividends paid to noncontrolling interests
|
(401
|
)
|
|
(761
|
)
|
|
(369
|
)
|
|||
Net cash provided by (used in) financing activities
|
67,889
|
|
|
4,532
|
|
|
(39,132
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
(4,756
|
)
|
|
(2,868
|
)
|
|
(388
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
23,610
|
|
|
(23,497
|
)
|
|
4,796
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
52,456
|
|
|
75,953
|
|
|
71,157
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
76,066
|
|
|
$
|
52,456
|
|
|
$
|
75,953
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Shareholders' Investment Attributable to
|
|
|
|
Total Shareholders' Investment
|
||||||||||||||||||
|
Class A Non-Voting
|
|
Class B Voting
|
|
|
Retained Earnings
|
|
|
Shareholders of
Crawford &
Company
|
|
Noncontrolling Interests
|
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
$
|
29,335
|
|
|
$
|
24,690
|
|
|
$
|
35,550
|
|
|
$
|
246,105
|
|
|
$
|
(199,481
|
)
|
|
$
|
136,199
|
|
|
$
|
5,600
|
|
|
$
|
141,799
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
50,978
|
|
|
—
|
|
|
50,978
|
|
|
358
|
|
|
51,336
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,271
|
|
|
20,271
|
|
|
(49
|
)
|
|
20,222
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,840
|
)
|
|
—
|
|
|
(8,840
|
)
|
|
—
|
|
|
(8,840
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,835
|
|
|
—
|
|
|
—
|
|
|
3,835
|
|
|
—
|
|
|
3,835
|
|
||||||||
Repurchases of common stock
|
(553
|
)
|
|
—
|
|
|
—
|
|
|
(3,078
|
)
|
|
—
|
|
|
(3,631
|
)
|
|
—
|
|
|
(3,631
|
)
|
||||||||
Shares issued in connection with stock-based compensation plans, net
|
1,093
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
993
|
|
|
—
|
|
|
993
|
|
||||||||
Increase in value of noncontrolling interest due to acquisition of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,188
|
|
|
2,188
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(369
|
)
|
|
(369
|
)
|
||||||||
Balance at December 31, 2013
|
29,875
|
|
|
24,690
|
|
|
39,285
|
|
|
285,165
|
|
|
(179,210
|
)
|
|
199,805
|
|
|
7,728
|
|
|
207,533
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30,624
|
|
|
—
|
|
|
30,624
|
|
|
484
|
|
|
31,108
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,748
|
)
|
|
(42,748
|
)
|
|
(397
|
)
|
|
(43,145
|
)
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,717
|
)
|
|
—
|
|
|
(11,717
|
)
|
|
—
|
|
|
(11,717
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
||||||||
Repurchases of common stock
|
(409
|
)
|
|
—
|
|
|
—
|
|
|
(2,981
|
)
|
|
—
|
|
|
(3,390
|
)
|
|
—
|
|
|
(3,390
|
)
|
||||||||
Shares issued in connection with stock-based compensation plans, net
|
1,031
|
|
|
—
|
|
|
(1,857
|
)
|
|
—
|
|
|
—
|
|
|
(826
|
)
|
|
—
|
|
|
(826
|
)
|
||||||||
Decrease in value of noncontrolling interest due to sale of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
(638
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(761
|
)
|
|
(761
|
)
|
||||||||
Balance at December 31, 2014
|
30,497
|
|
|
24,690
|
|
|
38,617
|
|
|
301,091
|
|
|
(221,958
|
)
|
|
172,937
|
|
|
6,416
|
|
|
179,353
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,488
|
)
|
|
—
|
|
|
(45,488
|
)
|
|
(117
|
)
|
|
(45,605
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(673
|
)
|
|
(673
|
)
|
|
(738
|
)
|
|
(1,411
|
)
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,511
|
)
|
|
—
|
|
|
(13,511
|
)
|
|
—
|
|
|
(13,511
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,198
|
|
|
—
|
|
|
—
|
|
|
3,198
|
|
|
—
|
|
|
3,198
|
|
||||||||
Repurchases of common stock
|
(517
|
)
|
|
—
|
|
|
—
|
|
|
(2,931
|
)
|
|
—
|
|
|
(3,448
|
)
|
|
—
|
|
|
(3,448
|
)
|
||||||||
Shares issued in connection with stock-based compensation plans, net
|
557
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
678
|
|
|
—
|
|
|
678
|
|
||||||||
Increase in value of noncontrolling interest due to acquisition of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,498
|
|
|
5,498
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
(401
|
)
|
||||||||
Balance at December 31, 2015
|
$
|
30,537
|
|
|
$
|
24,690
|
|
|
$
|
41,936
|
|
|
$
|
239,161
|
|
|
$
|
(222,631
|
)
|
|
$
|
113,693
|
|
|
$
|
10,658
|
|
|
$
|
124,351
|
|
1.
|
Significant Accounting and Reporting Policies
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Allowance for doubtful accounts, January 1
|
$
|
10,960
|
|
|
$
|
10,234
|
|
|
$
|
10,584
|
|
Add/ (Deduct):
|
|
|
|
|
|
||||||
Provision for bad debt expense
|
1,432
|
|
|
2,117
|
|
|
1,396
|
|
|||
Write-offs, net of recoveries
|
(684
|
)
|
|
(812
|
)
|
|
(2,112
|
)
|
|||
Currency translation and other changes
|
(868
|
)
|
|
(579
|
)
|
|
366
|
|
|||
Adjustments for business acquisitions and dispositions
|
2,293
|
|
|
—
|
|
|
—
|
|
|||
Allowance for doubtful accounts, December 31
|
$
|
13,133
|
|
|
$
|
10,960
|
|
|
$
|
10,234
|
|
Classification
|
Estimated Useful Lives
|
||
Furniture and fixtures
|
|
3-10 years
|
|
Data processing equipment
|
|
3-5 years
|
|
Automobiles and other
|
|
3-4 years
|
|
Buildings and improvements
|
|
7-40 years
|
|
December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
312
|
|
|
$
|
371
|
|
Buildings and improvements
|
26,586
|
|
|
26,014
|
|
||
Furniture and fixtures
|
44,865
|
|
|
49,774
|
|
||
Data processing equipment
|
64,926
|
|
|
65,505
|
|
||
Automobiles
|
3,694
|
|
|
1,609
|
|
||
Total property and equipment
|
140,383
|
|
|
143,273
|
|
||
Less accumulated depreciation
|
(102,331
|
)
|
|
(102,414
|
)
|
||
Net property and equipment
|
$
|
38,052
|
|
|
$
|
40,859
|
|
2.
|
Acquisitions and Dispositions of Businesses
|
(in thousands)
|
|
Opening Balance Sheet, Adjusted as of December 31, 2015
|
||
|
|
|
||
Assets
|
|
|
||
Cash and cash equivalents
|
|
$
|
5,735
|
|
Accounts receivable
|
|
19,182
|
|
|
Unbilled revenues, at estimated billable amounts
|
|
6,791
|
|
|
Prepaid expenses and other current assets
|
|
7,443
|
|
|
Property and equipment
|
|
4,083
|
|
|
Goodwill
|
|
19,046
|
|
|
Intangible assets
|
|
40,535
|
|
|
Other noncurrent assets
|
|
1,933
|
|
|
Deferred income tax assets
|
|
2,120
|
|
|
Total Assets
|
|
$
|
106,868
|
|
|
|
|
||
Liabilities
|
|
|
||
Other current liabilities
|
|
$
|
22,801
|
|
Noncurrent liabilities
|
|
4,580
|
|
|
Total Liabilities
|
|
27,381
|
|
|
Net Assets Acquired, Before Noncontrolling Interests
|
|
79,487
|
|
|
Noncontrolling interests
|
|
5,493
|
|
|
Net Assets Acquired, Net of Noncontrolling Interests
|
|
$
|
73,994
|
|
3.
|
Goodwill and Intangible Assets
|
|
U.S. Services
|
|
International
|
|
Broadspire
|
|
Garden City Group
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance at December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
31,829
|
|
|
$
|
81,905
|
|
|
$
|
151,133
|
|
|
$
|
19,599
|
|
|
$
|
284,466
|
|
Accumulated Impairment Losses
|
—
|
|
|
(556
|
)
|
|
(151,133
|
)
|
|
—
|
|
|
(151,689
|
)
|
|||||
Net Goodwill
|
31,829
|
|
|
81,349
|
|
|
—
|
|
|
19,599
|
|
|
132,777
|
|
|||||
2014 Activity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill of acquired businesses
|
—
|
|
|
1,542
|
|
|
—
|
|
|
—
|
|
|
1,542
|
|
|||||
Impairment of goodwill of business held for sale
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Other activity
(1)
|
—
|
|
|
1,149
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|||||
Foreign currency effects
|
|
|
|
(3,572
|
)
|
|
—
|
|
|
—
|
|
|
(3,572
|
)
|
|||||
Balance at December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
31,829
|
|
|
81,024
|
|
|
151,133
|
|
|
19,599
|
|
|
283,585
|
|
|||||
Accumulated Impairment Losses
|
—
|
|
|
(567
|
)
|
|
(151,133
|
)
|
|
—
|
|
|
(151,700
|
)
|
|||||
Net Goodwill
|
31,829
|
|
|
80,457
|
|
|
—
|
|
|
19,599
|
|
|
131,885
|
|
|||||
2015 Activity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill of acquired business
|
—
|
|
|
19,046
|
|
|
—
|
|
|
—
|
|
|
19,046
|
|
|||||
Impairment of goodwill
|
(5,465
|
)
|
|
(43,849
|
)
|
|
—
|
|
|
—
|
|
|
(49,314
|
)
|
|||||
Other activity
(1)
|
|
|
|
668
|
|
|
|
|
|
—
|
|
|
668
|
|
|||||
Foreign currency effects
|
—
|
|
|
(6,669
|
)
|
|
—
|
|
|
—
|
|
|
(6,669
|
)
|
|||||
Balance at December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
31,829
|
|
|
94,069
|
|
|
151,133
|
|
|
19,599
|
|
|
296,630
|
|
|||||
Accumulated Impairment Losses
|
(5,465
|
)
|
|
(44,416
|
)
|
|
(151,133
|
)
|
|
—
|
|
|
(201,014
|
)
|
|||||
Net Goodwill
|
$
|
26,364
|
|
|
$
|
49,653
|
|
|
$
|
—
|
|
|
$
|
19,599
|
|
|
$
|
95,616
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted-Average Amortization Period
|
||||||
|
(In thousands, except years)
|
|
|
||||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
130,964
|
|
|
$
|
(58,685
|
)
|
|
$
|
72,279
|
|
|
8.0 years
|
Technology-based
|
5,913
|
|
|
(5,536
|
)
|
|
377
|
|
|
0.5 years
|
|||
Trade name
|
2,098
|
|
|
(1,068
|
)
|
|
1,030
|
|
|
1.1 years
|
|||
Total
|
$
|
138,975
|
|
|
$
|
(65,289
|
)
|
|
$
|
73,686
|
|
|
6.9 years
|
December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
$
|
93,468
|
|
|
$
|
(50,030
|
)
|
|
$
|
43,438
|
|
|
6.6 years
|
Technology-based
|
5,913
|
|
|
(4,794
|
)
|
|
1,119
|
|
|
1.5 years
|
|||
Trade name
|
343
|
|
|
(202
|
)
|
|
141
|
|
|
0.6 years
|
|||
Total
|
$
|
99,724
|
|
|
$
|
(55,026
|
)
|
|
$
|
44,698
|
|
|
5.9 years
|
|
|
|
|
|
|
|
|
|
Annual Amortization Expense
|
||
Year Ending December 31,
|
(In thousands)
|
||
2016
|
$
|
10,298
|
|
2017
|
8,898
|
|
|
2018
|
8,809
|
|
|
2019
|
8,809
|
|
|
2020
|
8,754
|
|
|
Gross Carrying Amount
|
|
Accumulated Impairments
|
|
Net Carrying Value
|
||||||
|
(In thousands)
|
||||||||||
December 31, 2015:
|
|
|
|
|
|
||||||
Trade names
|
$
|
31,775
|
|
|
$
|
(600
|
)
|
|
$
|
31,175
|
|
December 31, 2014:
|
|
|
|
|
|
||||||
Trade names
|
$
|
31,797
|
|
|
$
|
(600
|
)
|
|
$
|
31,197
|
|
4.
|
Short-Term and Long-Term Debt, Including Capital Leases
|
December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Credit Facility
|
$
|
243,667
|
|
|
$
|
155,002
|
|
Capital lease obligations
|
3,615
|
|
|
1,809
|
|
||
Total long-term debt and capital leases
|
247,282
|
|
|
156,811
|
|
||
Less: portion of Credit Facility classified as short-term
|
(19,958
|
)
|
|
(2,002
|
)
|
||
Less: current installments of capital leases
|
(1,959
|
)
|
|
(763
|
)
|
||
Total long-term debt and capital leases, less current installments
|
$
|
225,365
|
|
|
$
|
154,046
|
|
|
Long-term Debt
|
|
Capital Lease Obligations
|
|
Total
|
||||||
Year Ending December 31,
|
(In thousands)
|
||||||||||
2016
|
$
|
19,958
|
|
|
$
|
2,011
|
|
|
$
|
21,969
|
|
2017
|
—
|
|
|
971
|
|
|
971
|
|
|||
2018
|
223,709
|
|
|
338
|
|
|
224,047
|
|
|||
2019
|
—
|
|
|
290
|
|
|
290
|
|
|||
2020
|
—
|
|
|
5
|
|
|
5
|
|
|||
Total
|
$
|
243,667
|
|
|
$
|
3,615
|
|
|
$
|
247,282
|
|
|
|
|
|
|
|
5.
|
Derivative Instruments
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Office space
|
$
|
44,577
|
|
|
$
|
43,277
|
|
|
$
|
43,715
|
|
Automobiles
|
7,319
|
|
|
7,615
|
|
|
7,711
|
|
|||
Computers and equipment
|
13
|
|
|
378
|
|
|
344
|
|
|||
Total operating leases
|
$
|
51,909
|
|
|
$
|
51,270
|
|
|
$
|
51,770
|
|
Year Ending December 31,
|
(In thousands)
|
||
2016
|
$
|
3,460
|
|
2017
|
3,532
|
|
|
2018
|
3,608
|
|
|
2019
|
3,684
|
|
|
2020
|
3,761
|
|
|
2021
|
3,841
|
|
|
Total minimum sublease payments to be received
|
$
|
21,886
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
22,414
|
|
|
$
|
40,840
|
|
|
$
|
50,234
|
|
Foreign
|
(54,187
|
)
|
|
19,048
|
|
|
30,868
|
|
|||
(Loss) income before income taxes
|
$
|
(31,773
|
)
|
|
$
|
59,888
|
|
|
$
|
81,102
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal and state
|
$
|
5,716
|
|
|
$
|
4,867
|
|
|
$
|
3,680
|
|
Foreign
|
3,996
|
|
|
8,724
|
|
|
10,461
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal and state
|
5,786
|
|
|
13,645
|
|
|
14,004
|
|
|||
Foreign
|
(1,666
|
)
|
|
1,544
|
|
|
1,621
|
|
|||
Provision for income taxes
|
$
|
13,832
|
|
|
$
|
28,780
|
|
|
$
|
29,766
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Federal income taxes at statutory rate
|
$
|
(11,121
|
)
|
|
$
|
20,961
|
|
|
$
|
28,385
|
|
State income taxes, net of federal benefit
|
1,872
|
|
|
1,975
|
|
|
988
|
|
|||
Goodwill impairment
|
15,824
|
|
|
—
|
|
|
—
|
|
|||
Foreign taxes
|
3,804
|
|
|
1,544
|
|
|
(778
|
)
|
|||
Change in valuation allowance
|
3,643
|
|
|
3,023
|
|
|
2,479
|
|
|||
Research and development credits
|
(1,912
|
)
|
|
(266
|
)
|
|
(1,909
|
)
|
|||
Foreign tax credits
|
(651
|
)
|
|
(1,043
|
)
|
|
(3,542
|
)
|
|||
Nondeductible meals and entertainment
|
1,441
|
|
|
1,662
|
|
|
1,102
|
|
|||
Tax rate changes
|
412
|
|
|
1,002
|
|
|
1,749
|
|
|||
Other
|
520
|
|
|
(78
|
)
|
|
1,292
|
|
|||
Provision for income taxes
|
$
|
13,832
|
|
|
$
|
28,780
|
|
|
$
|
29,766
|
|
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Accrued compensation
|
$
|
12,057
|
|
|
$
|
10,497
|
|
Accrued pension liabilities
|
42,485
|
|
|
47,740
|
|
||
Self-insured risks
|
9,999
|
|
|
10,025
|
|
||
Deferred revenues
|
10,725
|
|
|
10,562
|
|
||
Accrued rent
|
1,804
|
|
|
2,148
|
|
||
Interest
|
6,178
|
|
|
6,036
|
|
||
Tax credit carryforwards
|
32,232
|
|
|
44,837
|
|
||
Loss carryforwards
|
27,123
|
|
|
20,094
|
|
||
Other
|
3,099
|
|
|
2,223
|
|
||
Gross deferred income tax assets
|
145,702
|
|
|
154,162
|
|
||
Accounts receivable allowance
|
6,300
|
|
|
10,724
|
|
||
Unbilled revenues
|
12,143
|
|
|
14,813
|
|
||
Depreciation and amortization
|
63,775
|
|
|
60,553
|
|
||
Other post-retirement benefits
|
294
|
|
|
343
|
|
||
Gross deferred income tax liabilities
|
82,512
|
|
|
86,433
|
|
||
Net deferred income tax assets before valuation allowance
|
63,190
|
|
|
67,729
|
|
||
Valuation allowance
|
(17,204
|
)
|
|
(15,231
|
)
|
||
Net deferred income tax assets
|
$
|
45,986
|
|
|
$
|
52,498
|
|
Amounts recognized in the Consolidated Balance Sheets consist of :
|
|
|
|
|
|
||
Current deferred income tax assets included in "Prepaid expenses and other current assets"
|
$
|
—
|
|
|
$
|
565
|
|
Current deferred income tax liabilities included in "Deferred income taxes"
|
—
|
|
|
(14,523
|
)
|
||
Long-term deferred income tax assets included in "Deferred income tax assets"
|
47,371
|
|
|
66,927
|
|
||
Long-term deferred income tax liabilities included in "Other noncurrent liabilities"
|
(1,385
|
)
|
|
(471
|
)
|
||
Net deferred income tax assets
|
$
|
45,986
|
|
|
$
|
52,498
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Balance, beginning of year
|
$
|
15,231
|
|
|
$
|
12,518
|
|
|
$
|
7,927
|
|
Increase in valuation allowance for state credits
|
—
|
|
|
—
|
|
|
2,277
|
|
|||
Other changes
|
1,973
|
|
|
2,713
|
|
|
2,314
|
|
|||
Balance, end of year
|
$
|
17,204
|
|
|
$
|
15,231
|
|
|
$
|
12,518
|
|
December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Projected benefit obligations
|
$
|
538,507
|
|
|
$
|
806,269
|
|
Fair value of plans' assets
|
413,204
|
|
|
659,875
|
|
December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Projected benefit obligations
|
$
|
261,186
|
|
|
$
|
62,478
|
|
Fair value of plans' assets
|
276,295
|
|
|
65,895
|
|
Year Ended December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Projected Benefit Obligations:
|
|
|
|
||||
Beginning of measurement period
|
$
|
868,747
|
|
|
$
|
787,053
|
|
Service cost
|
1,698
|
|
|
2,667
|
|
||
Interest cost
|
32,655
|
|
|
35,269
|
|
||
Employee contributions
|
187
|
|
|
478
|
|
||
Actuarial (gain) loss
|
(31,078
|
)
|
|
103,497
|
|
||
Plan curtailments
|
(5,490
|
)
|
|
—
|
|
||
Benefits paid
|
(52,187
|
)
|
|
(56,418
|
)
|
||
Foreign currency effects
|
(14,839
|
)
|
|
(3,799
|
)
|
||
End of measurement period
|
799,693
|
|
|
868,747
|
|
||
Fair Value of Plans' Assets:
|
|
|
|
||||
Beginning of measurement period
|
725,770
|
|
|
681,620
|
|
||
Actual return on plans' assets
|
12,863
|
|
|
79,761
|
|
||
Employer contributions
|
16,600
|
|
|
23,585
|
|
||
Employee contributions
|
187
|
|
|
478
|
|
||
Benefits paid
|
(52,187
|
)
|
|
(56,418
|
)
|
||
Foreign currency effects
|
(13,734
|
)
|
|
(3,256
|
)
|
||
End of measurement period
|
689,499
|
|
|
725,770
|
|
||
Unfunded Status
|
$
|
(110,194
|
)
|
|
$
|
(142,977
|
)
|
December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
U.S. Qualified Plan
|
$
|
120,542
|
|
|
$
|
126,857
|
|
U.K. Plans
|
—
|
|
|
8,059
|
|
||
Other international plans
|
1,190
|
|
|
7,427
|
|
||
Subtotal, included in "Accrued pension liabilities"
|
121,732
|
|
|
142,343
|
|
||
Prepaid pension asset included in "Other noncurrent assets"
|
(15,109
|
)
|
|
(3,417
|
)
|
||
Unfunded status of nonqualified defined benefit deferred pension plans included in "Other accrued liabilities"
|
322
|
|
|
325
|
|
||
Unfunded status of nonqualified defined benefit pension plans included in "Other noncurrent liabilities"
|
3,249
|
|
|
3,726
|
|
||
Total unfunded status
|
$
|
110,194
|
|
|
$
|
142,977
|
|
Accumulated other comprehensive loss, before income taxes
|
$
|
(309,120
|
)
|
|
$
|
(333,749
|
)
|
|
Defined Benefit Pension Plans
|
|
Post-Retirement Medical Benefits Plan
|
||||
|
(In thousands)
|
||||||
Net unrecognized actuarial (loss) gain, December 31, 2013
|
$
|
(277,962
|
)
|
|
$
|
1,465
|
|
Amortization of net loss (gain)
|
11,828
|
|
|
(153
|
)
|
||
Net loss arising during the year
|
(69,273
|
)
|
|
(400
|
)
|
||
Currency translation
|
746
|
|
|
—
|
|
||
Net unrecognized actuarial (loss) gain, December 31, 2014
|
(334,661
|
)
|
|
912
|
|
||
Amortization of net loss (gain)
|
14,223
|
|
|
(152
|
)
|
||
Net gain arising during the year
|
7,439
|
|
|
—
|
|
||
Currency translation
|
3,119
|
|
|
—
|
|
||
Net unrecognized actuarial (loss) gain, December 31, 2015
|
$
|
(309,880
|
)
|
|
$
|
760
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
1,698
|
|
|
$
|
2,667
|
|
|
$
|
2,922
|
|
Interest cost
|
32,655
|
|
|
35,270
|
|
|
33,309
|
|
|||
Expected return on assets
|
(41,710
|
)
|
|
(45,481
|
)
|
|
(42,949
|
)
|
|||
Amortization of actuarial loss
|
13,371
|
|
|
11,828
|
|
|
13,263
|
|
|||
Net periodic benefit cost
|
$
|
6,014
|
|
|
$
|
4,284
|
|
|
$
|
6,545
|
|
Year Ending December 31,
|
Expected Benefit Payments
|
||
|
(In thousands)
|
||
2016
|
$
|
43,644
|
|
2017
|
44,364
|
|
|
2018
|
44,965
|
|
|
2019
|
45,548
|
|
|
2020
|
46,043
|
|
|
2021-2025
|
233,183
|
|
U.S. Defined Benefit Plans:
|
2015
|
|
2014
|
||
Discount rate used to compute benefit obligations
|
4.40
|
%
|
|
4.06
|
%
|
Discount rate used to compute periodic benefit cost
|
4.06
|
%
|
|
4.86
|
%
|
Expected long-term rates of return on plans' assets
|
6.50
|
%
|
|
6.50
|
%
|
U.K. Defined Benefit Plans:
|
2015
|
|
2014
|
||
Discount rate used to compute benefit obligations
|
3.85
|
%
|
|
3.90
|
%
|
Discount rate used to compute periodic benefit cost
|
3.90
|
%
|
|
4.30
|
%
|
Expected long-term rates of return on plans' assets
|
5.60
|
%
|
|
7.12
|
%
|
|
U.S. Plan
|
|
U.K. Plans
|
||||||||
December 31,
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Equity securities
|
28.0
|
%
|
|
33.4
|
%
|
|
24.6
|
%
|
|
24.1
|
%
|
Fixed income investments
|
65.8
|
%
|
|
64.9
|
%
|
|
57.9
|
%
|
|
59.2
|
%
|
Alternative strategies
|
2.9
|
%
|
|
0.2
|
%
|
|
16.6
|
%
|
|
16.0
|
%
|
Cash, cash equivalents and short-term investment funds
|
3.3
|
%
|
|
1.5
|
%
|
|
0.9
|
%
|
|
0.7
|
%
|
Total asset allocation
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
||||||||||||
|
(In thousands, except (loss) earnings per share)
|
|||||||||||||||||||
(Loss) earnings per share - basic:
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of undistributed (loss) earnings
|
$
|
(32,651
|
)
|
$
|
(26,348
|
)
|
|
$
|
10,408
|
|
$
|
8,499
|
|
|
$
|
23,063
|
|
$
|
19,075
|
|
Dividends paid
|
8,573
|
|
4,938
|
|
|
7,273
|
|
4,444
|
|
|
5,384
|
|
3,456
|
|
||||||
Net (loss) income available to common shareholders, basic
|
(24,078
|
)
|
(21,410
|
)
|
|
17,681
|
|
12,943
|
|
|
28,447
|
|
22,531
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding, basic
|
30,596
|
|
24,690
|
|
|
30,237
|
|
24,690
|
|
|
29,853
|
|
24,690
|
|
||||||
(Loss) earnings per share - basic
|
$
|
(0.79
|
)
|
$
|
(0.87
|
)
|
|
$
|
0.58
|
|
$
|
0.52
|
|
|
$
|
0.95
|
|
$
|
0.91
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
||||||||||||
|
(In thousands, except (loss) earnings per share)
|
|||||||||||||||||||
(Loss) earnings per share - diluted:
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of undistributed (loss) earnings
|
$
|
(32,651
|
)
|
$
|
(26,348
|
)
|
|
$
|
10,522
|
|
$
|
8,385
|
|
|
$
|
23,407
|
|
$
|
18,731
|
|
Dividends paid
|
8,573
|
|
4,938
|
|
|
7,273
|
|
4,444
|
|
|
5,384
|
|
3,456
|
|
||||||
Net (loss) income available to common shareholders, diluted
|
(24,078
|
)
|
(21,410
|
)
|
|
17,795
|
|
12,829
|
|
|
28,791
|
|
22,187
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding, basic
|
30,596
|
|
24,690
|
|
|
30,237
|
|
24,690
|
|
|
29,853
|
|
24,690
|
|
||||||
Weighted-average effect of dilutive securities
(1)
|
—
|
|
—
|
|
|
746
|
|
—
|
|
|
1,002
|
|
—
|
|
||||||
Weighted-average number of shares outstanding, diluted
|
30,596
|
|
24,690
|
|
|
30,983
|
|
24,690
|
|
|
30,855
|
|
24,690
|
|
||||||
(Loss) earnings per share - diluted
|
$
|
(0.79
|
)
|
$
|
(0.87
|
)
|
|
$
|
0.57
|
|
$
|
0.52
|
|
|
$
|
0.93
|
|
$
|
0.90
|
|
(1)
|
For the year ended December 31, 2015, the Company excluded from its loss per share calculations all common share equivalents because their inclusion would have been anti-dilutive. The weighted-average number of these common share equivalents for the year ended December 31, 2015 totaled approximately
494,000
.
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||
|
(In thousands)
|
|||||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period
|
24
|
|
|
—
|
|
|
1,212
|
|
Performance stock grants excluded because performance conditions had not been met
(1)
|
1,045
|
|
|
1,568
|
|
|
1,290
|
|
(1)
|
Compensation cost is recognized for these performance stock grants based on expected achievement rates; however no consideration is given for these performance stock grants when calculating earnings per share until the performance measurements have actually been achieved. As of
December 31, 2015
, these performance measurements had not been achieved.
|
|
Foreign currency translation adjustments
|
|
Retirement liabilities
|
|
AOCL attributable to shareholders of Crawford & Company
|
||||||
|
(In thousands)
|
||||||||||
Balance at December 31, 2013
|
$
|
3,544
|
|
|
$
|
(182,754
|
)
|
|
$
|
(179,210
|
)
|
Other comprehensive loss before reclassifications
|
(8,203
|
)
|
|
—
|
|
|
(8,203
|
)
|
|||
Unrealized net losses arising during the year
|
—
|
|
|
(43,181
|
)
|
|
(43,181
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
(1)
|
—
|
|
|
8,636
|
|
|
8,636
|
|
|||
Net current period other comprehensive loss
|
(8,203
|
)
|
|
(34,545
|
)
|
|
(42,748
|
)
|
|||
Balance at December 31, 2014
|
(4,659
|
)
|
|
(217,299
|
)
|
|
(221,958
|
)
|
|||
Other comprehensive loss before reclassifications
|
(19,688
|
)
|
|
—
|
|
|
(19,688
|
)
|
|||
Unrealized net gains arising during the year
|
—
|
|
|
8,209
|
|
|
8,209
|
|
|||
Amounts reclassified from accumulated other comprehensive income to net income
(1)
|
—
|
|
|
10,806
|
|
|
10,806
|
|
|||
Net current period other comprehensive (loss) income
|
(19,688
|
)
|
|
19,015
|
|
|
(673
|
)
|
|||
Balance at December 31, 2015
|
$
|
(24,347
|
)
|
|
$
|
(198,284
|
)
|
|
$
|
(222,631
|
)
|
(1)
|
Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's Consolidated Statements of Operations. See Note 8, "Retirement Plans" for additional details.
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2012
|
1,114
|
|
|
$
|
5.86
|
|
|
2.5 years
|
|
$
|
—
|
|
Granted
|
749
|
|
|
5.08
|
|
|
|
|
|
|||
Exercised
|
(49
|
)
|
|
5.57
|
|
|
|
|
|
|||
Forfeited or expired
|
(154
|
)
|
|
5.22
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
1,660
|
|
|
5.57
|
|
|
5.1 years
|
|
3,517
|
|
||
Exercised
|
(449
|
)
|
|
5.11
|
|
|
|
|
|
|||
Forfeited or expired
|
(375
|
)
|
|
6.51
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
836
|
|
|
5.40
|
|
|
6.7 years
|
|
2,647
|
|
||
Exercised
|
(106
|
)
|
|
5.20
|
|
|
|
|
|
|||
Forfeited or expired
|
(212
|
)
|
|
5.86
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
518
|
|
|
$
|
5.26
|
|
|
5.0 years
|
|
$
|
8
|
|
Vested and Exercisable at December 31, 2015
|
391
|
|
|
$
|
5.31
|
|
|
4.6 years
|
|
$
|
8
|
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Nonvested at December 31, 2012
|
1,169,125
|
|
|
$
|
3.68
|
|
Granted
|
981,000
|
|
|
4.75
|
|
|
Vested
|
(449,958
|
)
|
|
3.76
|
|
|
Forfeited or unearned
|
(59,167
|
)
|
|
4.03
|
|
|
Nonvested at December 31, 2013
|
1,641,000
|
|
|
4.26
|
|
|
Granted
|
1,086,000
|
|
|
6.93
|
|
|
Vested
|
(193,289
|
)
|
|
5.47
|
|
|
Forfeited or unearned
|
(758,000
|
)
|
|
3.85
|
|
|
Nonvested at December 31, 2014
|
1,775,711
|
|
|
5.93
|
|
|
Granted
|
1,104,300
|
|
|
6.46
|
|
|
Vested
|
(259,150
|
)
|
|
6.22
|
|
|
Forfeited or unearned
|
(1,304,675
|
)
|
|
5.56
|
|
|
Nonvested at December 31, 2015
|
1,316,186
|
|
|
$
|
6.65
|
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Nonvested at December 31, 2012
|
67,167
|
|
|
$
|
4.29
|
|
Granted
|
86,017
|
|
|
5.88
|
|
|
Vested
|
(84,184
|
)
|
|
5.27
|
|
|
Nonvested at December 31, 2013
|
69,000
|
|
|
5.07
|
|
|
Granted
|
154,145
|
|
|
7.85
|
|
|
Vested
|
(129,811
|
)
|
|
6.44
|
|
|
Forfeited or unearned
|
(5,000
|
)
|
|
6.59
|
|
|
Nonvested at December 31, 2014
|
88,334
|
|
|
7.83
|
|
|
Granted
|
53,000
|
|
|
6.72
|
|
|
Vested
|
(38,332
|
)
|
|
4.44
|
|
|
Forfeited or unearned
|
(2,000
|
)
|
|
3.91
|
|
|
Nonvested at December 31, 2015
|
101,002
|
|
|
$
|
5.01
|
|
•
|
Level 1— Observable inputs that reflect quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Observable inputs other than quoted prices included in Level 1. The Company values assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
December 31,
|
2015
|
||||||||||||||
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Derivative not designated as hedging instrument:
|
|
|
|
|
|
|
|
||||||||
Cross currency basis swap
(2)
|
—
|
|
|
6,060
|
|
|
—
|
|
|
6,060
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent earnout liability
(3)
|
—
|
|
|
—
|
|
|
1,921
|
|
|
1,921
|
|
December 31,
|
2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Derivative not designated as hedging instrument:
|
|
|
|
|
|
|
|
||||||||
Cross currency basis swap
(2)
|
—
|
|
|
3,140
|
|
|
—
|
|
|
3,140
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent earnout liability
(3)
|
—
|
|
|
—
|
|
|
1,153
|
|
|
1,153
|
|
(1)
|
The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included on the Company's Consolidated Balance Sheets in "Cash and cash equivalents."
|
(2)
|
The fair value of the Company's cross currency basis swap was derived from a discounted cash flow analysis based on the terms of the swap and the forward curves for foreign currency rates and interest rates adjusted for the counterparty's credit risk. The fair value of this cross currency basis swap is included in "Other noncurrent assets" on the Company's Consolidated Balance Sheets, based upon the term of the cross currency basis swap.
|
(3)
|
The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, with the maximum possible earnout of
$2,027,000
. As such, the fair value is not expected to vary materially from the balance recorded. The fair value of the contingent earnout liability is included in "Other accrued liabilities" on the Company's Consolidated Balance Sheets, based upon the term of the contingent earnout agreement.
|
December 31,
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
5,928
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,928
|
|
|
$
|
228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
228
|
|
Short-term investment funds
|
—
|
|
|
6,876
|
|
|
—
|
|
|
6,876
|
|
|
—
|
|
|
6,168
|
|
|
—
|
|
|
6,168
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
73,397
|
|
|
—
|
|
|
73,397
|
|
|
—
|
|
|
104,073
|
|
|
—
|
|
|
104,073
|
|
||||||||
International
|
—
|
|
|
33,109
|
|
|
—
|
|
|
33,109
|
|
|
—
|
|
|
36,604
|
|
|
—
|
|
|
36,604
|
|
||||||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
29,888
|
|
|
208,356
|
|
|
—
|
|
|
238,244
|
|
|
19,244
|
|
|
236,952
|
|
|
—
|
|
|
256,196
|
|
||||||||
International
|
—
|
|
|
12,165
|
|
|
—
|
|
|
12,165
|
|
|
—
|
|
|
17,378
|
|
|
—
|
|
|
17,378
|
|
||||||||
Other
|
—
|
|
|
10,946
|
|
|
—
|
|
|
10,946
|
|
|
—
|
|
|
738
|
|
|
—
|
|
|
738
|
|
||||||||
TOTAL
|
$
|
35,816
|
|
|
$
|
344,849
|
|
|
$
|
—
|
|
|
$
|
380,665
|
|
|
$
|
19,472
|
|
|
$
|
401,913
|
|
|
$
|
—
|
|
|
$
|
421,385
|
|
December 31,
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,600
|
|
|
$
|
1,968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,968
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
44,034
|
|
|
—
|
|
|
44,034
|
|
|
—
|
|
|
29,051
|
|
|
—
|
|
|
29,051
|
|
||||||||
International
|
—
|
|
|
23,789
|
|
|
—
|
|
|
23,789
|
|
|
—
|
|
|
35,506
|
|
|
—
|
|
|
35,506
|
|
||||||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
—
|
|
|
103,399
|
|
|
—
|
|
|
103,399
|
|
|
—
|
|
|
103,754
|
|
|
—
|
|
|
103,754
|
|
||||||||
Government securities
|
—
|
|
|
44,094
|
|
|
—
|
|
|
44,094
|
|
|
—
|
|
|
42,672
|
|
|
—
|
|
|
42,672
|
|
||||||||
Corporate bonds and debt securities
|
—
|
|
|
11,755
|
|
|
—
|
|
|
11,755
|
|
|
—
|
|
|
11,669
|
|
|
—
|
|
|
11,669
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
788
|
|
|
—
|
|
|
788
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
782
|
|
||||||||
Alternative strategy funds
|
—
|
|
|
30,208
|
|
|
—
|
|
|
30,208
|
|
|
—
|
|
|
28,283
|
|
|
—
|
|
|
28,283
|
|
||||||||
Real estate funds
|
—
|
|
|
—
|
|
|
15,627
|
|
|
15,627
|
|
|
—
|
|
|
—
|
|
|
14,740
|
|
|
14,740
|
|
||||||||
TOTAL
|
$
|
2,600
|
|
|
$
|
258,067
|
|
|
$
|
15,627
|
|
|
$
|
276,294
|
|
|
$
|
1,968
|
|
|
$
|
251,717
|
|
|
$
|
14,740
|
|
|
$
|
268,425
|
|
Real Estate Funds
|
|
U.K.
|
||
|
|
(in thousands)
|
||
Balance at December 31, 2013
|
|
$
|
13,319
|
|
Actual return on plan assets:
|
|
|
||
Related to assets still held at the reporting date
|
|
1,412
|
|
|
Purchases, sales and settlements—net
|
|
9
|
|
|
Balance at December 31, 2014
|
|
14,740
|
|
|
Actual return on plan assets:
|
|
|
||
Related to assets still held at the reporting date
|
|
887
|
|
|
Purchases, sales and settlements—net
|
|
—
|
|
|
Balance at December 31, 2015
|
|
$
|
15,627
|
|
|
U.S. Services
|
|
International
|
|
Broadspire
|
|
Garden City Group
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues before reimbursements
|
$
|
242,488
|
|
|
$
|
506,650
|
|
|
$
|
293,032
|
|
|
$
|
128,215
|
|
|
$
|
1,170,385
|
|
Segment operating earnings
|
32,702
|
|
|
18,799
|
|
|
24,017
|
|
|
11,507
|
|
|
87,025
|
|
|||||
Depreciation and amortization
(1)
|
2,780
|
|
|
8,579
|
|
|
8,841
|
|
|
5,783
|
|
|
25,983
|
|
|||||
Assets
|
49,252
|
|
|
349,358
|
|
|
105,518
|
|
|
87,608
|
|
|
591,736
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues before reimbursements
|
$
|
215,385
|
|
|
$
|
488,284
|
|
|
$
|
268,890
|
|
|
$
|
170,292
|
|
|
$
|
1,142,851
|
|
Segment operating earnings
|
18,039
|
|
|
25,344
|
|
|
15,469
|
|
|
22,849
|
|
|
81,701
|
|
|||||
Depreciation and amortization
(1)
|
2,415
|
|
|
7,525
|
|
|
8,448
|
|
|
5,895
|
|
|
24,283
|
|
|||||
Assets
|
46,846
|
|
|
318,689
|
|
|
103,899
|
|
|
122,129
|
|
|
591,563
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues before reimbursements
|
$
|
203,916
|
|
|
$
|
488,488
|
|
|
$
|
252,242
|
|
|
$
|
218,799
|
|
|
$
|
1,163,445
|
|
Segment operating earnings
|
11,895
|
|
|
38,795
|
|
|
8,245
|
|
|
46,752
|
|
|
105,687
|
|
|||||
Depreciation and amortization
(1)
|
1,822
|
|
|
7,352
|
|
|
7,381
|
|
|
5,252
|
|
|
21,807
|
|
|||||
Assets
|
47,208
|
|
|
339,435
|
|
|
109,939
|
|
|
111,869
|
|
|
608,451
|
|
(1)
|
Excludes amortization expense of finite-lived customer relationships and trade name intangible assets.
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
U.S. Services
|
|
|
|
|
|
||||||
U.S. Claims Field Operations
|
$
|
78,166
|
|
|
$
|
96,390
|
|
|
$
|
103,594
|
|
U.S. Technical Services
|
28,558
|
|
|
24,822
|
|
|
28,209
|
|
|||
U.S. Catastrophe Services
|
76,441
|
|
|
43,656
|
|
|
36,067
|
|
|||
Subtotal U.S. Claims Services
|
183,165
|
|
|
164,868
|
|
|
167,870
|
|
|||
U.S. Contractor Connection
|
59,323
|
|
|
50,517
|
|
|
36,046
|
|
|||
Total Revenues before Reimbursements—U.S. Services
|
$
|
242,488
|
|
|
$
|
215,385
|
|
|
$
|
203,916
|
|
|
|
|
|
|
|
||||||
Broadspire
|
|
|
|
|
|
||||||
Workers' Compensation, Disability, and Liability Claims Management
|
$
|
121,875
|
|
|
$
|
112,334
|
|
|
$
|
107,624
|
|
Medical Management
|
156,290
|
|
|
140,903
|
|
|
128,802
|
|
|||
Risk Management Information Services
|
14,867
|
|
|
15,653
|
|
|
15,816
|
|
|||
Total Revenues before Reimbursements—Broadspire
|
$
|
293,032
|
|
|
$
|
268,890
|
|
|
$
|
252,242
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
U.S. Services
|
$
|
3,100
|
|
|
$
|
4,855
|
|
|
$
|
4,440
|
|
International
|
8,874
|
|
|
7,440
|
|
|
6,433
|
|
|||
Broadspire
|
6,574
|
|
|
7,705
|
|
|
6,452
|
|
|||
Garden City Group
|
600
|
|
|
2,476
|
|
|
5,257
|
|
|||
Corporate
|
13,771
|
|
|
6,721
|
|
|
8,431
|
|
|||
Total capital expenditures
|
$
|
32,919
|
|
|
$
|
29,197
|
|
|
$
|
31,013
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Segments' revenues before reimbursements
|
$
|
1,170,385
|
|
|
$
|
1,142,851
|
|
|
$
|
1,163,445
|
|
Reimbursements
|
71,135
|
|
|
74,112
|
|
|
89,985
|
|
|||
Total consolidated revenues
|
$
|
1,241,520
|
|
|
$
|
1,216,963
|
|
|
$
|
1,253,430
|
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Operating earnings of all reportable segments
|
$
|
87,025
|
|
|
$
|
81,701
|
|
|
$
|
105,687
|
|
Unallocated corporate and shared costs and credits
|
(16,605
|
)
|
|
(8,582
|
)
|
|
(10,829
|
)
|
|||
Net corporate interest expense
|
(8,383
|
)
|
|
(6,031
|
)
|
|
(6,423
|
)
|
|||
Stock option expense
|
(433
|
)
|
|
(859
|
)
|
|
(948
|
)
|
|||
Amortization of customer-relationship intangible assets
|
(9,668
|
)
|
|
(6,341
|
)
|
|
(6,385
|
)
|
|||
Goodwill impairment charges
|
(49,314
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring and special charges
|
(34,395
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
(31,773
|
)
|
|
$
|
59,888
|
|
|
$
|
81,102
|
|
December 31,
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Assets of reportable segments
|
$
|
591,736
|
|
|
$
|
591,563
|
|
Corporate assets:
|
|
|
|
||||
Cash and cash equivalents
|
12,944
|
|
|
7,550
|
|
||
Unallocated allowances on receivables
|
(4,293
|
)
|
|
(3,535
|
)
|
||
Prepaid expenses and other current assets
|
15,304
|
|
|
17,048
|
|
||
Property and equipment
|
6,043
|
|
|
7,631
|
|
||
Capitalized software costs, net
|
74,790
|
|
|
69,906
|
|
||
Assets of deferred compensation plan
|
15,881
|
|
|
15,519
|
|
||
Capitalized loan costs
|
3,991
|
|
|
3,707
|
|
||
Deferred income tax assets
|
47,371
|
|
|
66,927
|
|
||
Other noncurrent assets
|
19,639
|
|
|
13,003
|
|
||
Total corporate assets
|
191,670
|
|
|
197,756
|
|
||
Total assets
|
$
|
783,406
|
|
|
$
|
789,319
|
|
|
U.K.
|
|
Canada
|
|
Other
|
|
Total International Segment
|
||||||||
|
(In thousands)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues before reimbursements
|
$
|
186,375
|
|
|
$
|
110,180
|
|
|
$
|
210,095
|
|
|
$
|
506,650
|
|
Long-lived assets
|
51,457
|
|
|
238
|
|
|
6,747
|
|
|
58,442
|
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenues before reimbursements
|
128,561
|
|
|
129,246
|
|
|
230,477
|
|
|
488,284
|
|
||||
Long-lived assets
|
12,116
|
|
|
2,274
|
|
|
7,324
|
|
|
21,714
|
|
||||
2013
|
|
|
|
|
|
|
|
||||||||
Revenues before reimbursements
|
119,747
|
|
|
122,748
|
|
|
245,993
|
|
|
488,488
|
|
||||
Long-lived assets
|
9,691
|
|
|
3,571
|
|
|
8,026
|
|
|
21,288
|
|
Restructuring Charges
|
|
2015
|
||
Year Ended December 31,
|
|
(in thousands)
|
||
Implementation of the Center
|
|
$
|
4,429
|
|
Integration costs related to the GAB Robins acquisition and International segment restructuring
|
|
15,596
|
|
|
Restructuring activities for U.S. Services segment
|
|
1,238
|
|
|
Administrative restructuring costs
|
|
1,725
|
|
|
Cease use loss on leased facilities
|
|
2,847
|
|
|
Asset impairments
|
|
2,901
|
|
|
Total restructuring charges
|
|
$
|
28,736
|
|
|
|
|
Restructuring Charges
|
Deferred rent
|
|
Accrued compensation and related costs
|
|
Accounts payable
|
|
Other accrued liabilities
|
|
Other noncurrent liabilities
|
|
Total
|
||||||||||||
Balance at December 31, 2013
|
$
|
2,664
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
584
|
|
|
$
|
4,049
|
|
Adjustments to accruals
|
(1,233
|
)
|
|
—
|
|
|
—
|
|
|
278
|
|
|
(308
|
)
|
|
(1,263
|
)
|
||||||
Cash payments
|
—
|
|
|
(367
|
)
|
|
—
|
|
|
(273
|
)
|
|
(276
|
)
|
|
(916
|
)
|
||||||
Balance at December 31, 2014
|
1,431
|
|
|
131
|
|
|
—
|
|
|
308
|
|
|
—
|
|
|
1,870
|
|
||||||
Additions
|
2,588
|
|
|
16,262
|
|
|
6,713
|
|
|
3,173
|
|
|
—
|
|
|
28,736
|
|
||||||
Adjustments to accruals
|
(448
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(461
|
)
|
||||||
Cash payments
|
—
|
|
|
(9,387
|
)
|
|
(5,647
|
)
|
|
(211
|
)
|
|
—
|
|
|
(15,245
|
)
|
||||||
Balance at December 31, 2015
|
$
|
3,571
|
|
|
$
|
7,006
|
|
|
$
|
1,066
|
|
|
$
|
3,257
|
|
|
$
|
—
|
|
|
$
|
14,900
|
|
|
/s/ Harsha V. Agadi
|
|
|
Harsha V. Agadi
|
|
|
Interim President and
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ W. Bruce Swain
|
|
|
W. Bruce Swain
|
|
|
Executive Vice President
|
|
|
and Chief Financial Officer
|
|
|
|
|
|
/s/ Dalerick M. Carden
|
|
|
Dalerick M. Carden
|
|
|
Senior Vice President, Corporate Controller,
|
|
|
and Chief Accounting Officer
|
|
2015 Quarterly Period
|
First
|
|
Second
|
|
Third
|
|
Fourth (4)
|
|
Full Year
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Revenues from services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues before reimbursements
|
$
|
287,777
|
|
|
$
|
304,398
|
|
|
$
|
293,335
|
|
|
$
|
284,875
|
|
|
$
|
1,170,385
|
|
Reimbursements
|
18,839
|
|
|
20,018
|
|
|
16,649
|
|
|
15,629
|
|
|
71,135
|
|
|||||
Total revenues
|
306,616
|
|
|
324,416
|
|
|
309,984
|
|
|
300,504
|
|
|
1,241,520
|
|
|||||
Total costs of services
|
238,162
|
|
|
252,126
|
|
|
227,755
|
|
|
222,309
|
|
|
940,352
|
|
|||||
Income (loss) before income taxes
|
5,522
|
|
|
8,887
|
|
|
7,298
|
|
|
(53,480
|
)
|
|
(31,773
|
)
|
|||||
U.S. Services operating earnings (1)
|
4,161
|
|
|
9,835
|
|
|
10,841
|
|
|
7,865
|
|
|
32,702
|
|
|||||
International operating earnings (1)
|
2,343
|
|
|
1,167
|
|
|
7,974
|
|
|
7,315
|
|
|
18,799
|
|
|||||
Broadspire operating earnings (1)
|
3,537
|
|
|
6,006
|
|
|
7,429
|
|
|
7,045
|
|
|
24,017
|
|
|||||
Garden City Group operating earnings (1)
|
4,951
|
|
|
3,721
|
|
|
1,141
|
|
|
1,694
|
|
|
11,507
|
|
|||||
Unallocated corporate and shared (costs), net
|
(4,296
|
)
|
|
(3,046
|
)
|
|
(4,297
|
)
|
|
(4,966
|
)
|
|
(16,605
|
)
|
|||||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,314
|
)
|
|
(49,314
|
)
|
|||||
Net corporate interest expense
|
(1,864
|
)
|
|
(2,042
|
)
|
|
(2,332
|
)
|
|
(2,145
|
)
|
|
(8,383
|
)
|
|||||
Stock option expense
|
(149
|
)
|
|
(178
|
)
|
|
(30
|
)
|
|
(76
|
)
|
|
(433
|
)
|
|||||
Amortization of customer-relationship intangible assets
|
(2,098
|
)
|
|
(2,334
|
)
|
|
(2,350
|
)
|
|
(2,886
|
)
|
|
(9,668
|
)
|
|||||
Restructuring and special charges
|
(1,063
|
)
|
|
(4,242
|
)
|
|
(11,078
|
)
|
|
(18,012
|
)
|
|
(34,395
|
)
|
|||||
Income taxes
|
(2,241
|
)
|
|
(4,709
|
)
|
|
(8,385
|
)
|
|
1,503
|
|
|
(13,832
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(295
|
)
|
|
(124
|
)
|
|
230
|
|
|
306
|
|
|
117
|
|
|||||
Net income (loss) attributable to shareholders of Crawford & Company
|
$
|
2,986
|
|
|
$
|
4,054
|
|
|
$
|
(857
|
)
|
|
$
|
(51,671
|
)
|
|
$
|
(45,488
|
)
|
Earnings (loss) per CRDB share — basic (2) (3)
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.87
|
)
|
Earnings (loss) per CRDB share — diluted (2) (3)
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.87
|
)
|
2014 Quarterly Period
|
First
|
|
Second
|
|
Third
|
|
Fourth (5)
|
|
Full Year
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Revenues from services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues before reimbursements
|
$
|
275,349
|
|
|
$
|
288,216
|
|
|
$
|
293,831
|
|
|
$
|
285,455
|
|
|
$
|
1,142,851
|
|
Reimbursements
|
14,009
|
|
|
18,837
|
|
|
21,079
|
|
|
20,187
|
|
|
74,112
|
|
|||||
Total revenues
|
289,358
|
|
|
307,053
|
|
|
314,910
|
|
|
305,642
|
|
|
1,216,963
|
|
|||||
Total costs of services
|
217,902
|
|
|
227,086
|
|
|
234,521
|
|
|
235,305
|
|
|
914,814
|
|
|||||
Income before income taxes
|
10,874
|
|
|
17,556
|
|
|
19,444
|
|
|
12,014
|
|
|
59,888
|
|
|||||
U.S. Services operating earnings (1)
|
5,602
|
|
|
6,212
|
|
|
4,967
|
|
|
1,258
|
|
|
18,039
|
|
|||||
International operating earnings (1)
|
3,232
|
|
|
6,240
|
|
|
6,294
|
|
|
9,578
|
|
|
25,344
|
|
|||||
Broadspire operating (loss) earnings (1)
|
2,003
|
|
|
2,715
|
|
|
4,422
|
|
|
6,329
|
|
|
15,469
|
|
|||||
Garden City Group operating earnings (1)
|
4,967
|
|
|
5,700
|
|
|
7,668
|
|
|
4,514
|
|
|
22,849
|
|
|||||
Unallocated corporate and shared (costs) and credits, net
|
(1,743
|
)
|
|
53
|
|
|
(500
|
)
|
|
(6,392
|
)
|
|
(8,582
|
)
|
|||||
Net corporate interest expense
|
(1,301
|
)
|
|
(1,551
|
)
|
|
(1,680
|
)
|
|
(1,499
|
)
|
|
(6,031
|
)
|
|||||
Stock option expense
|
(294
|
)
|
|
(202
|
)
|
|
(184
|
)
|
|
(179
|
)
|
|
(859
|
)
|
|||||
Amortization of customer-relationship intangible assets
|
(1,592
|
)
|
|
(1,611
|
)
|
|
(1,543
|
)
|
|
(1,595
|
)
|
|
(6,341
|
)
|
|||||
Income taxes
|
(4,288
|
)
|
|
(6,962
|
)
|
|
(9,244
|
)
|
|
(8,286
|
)
|
|
(28,780
|
)
|
|||||
Net loss (income) attributable to noncontrolling interests
|
66
|
|
|
(130
|
)
|
|
(8
|
)
|
|
(412
|
)
|
|
(484
|
)
|
|||||
Net income attributable to shareholders of Crawford & Company
|
$
|
6,652
|
|
|
$
|
10,464
|
|
|
$
|
10,192
|
|
|
$
|
3,316
|
|
|
$
|
30,624
|
|
Earnings per CRDB share — basic (2) (3)
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
$
|
0.17
|
|
|
$
|
0.05
|
|
|
$
|
0.52
|
|
Earnings per CRDB share — diluted (2) (3)
|
$
|
0.11
|
|
|
$
|
0.18
|
|
|
$
|
0.17
|
|
|
$
|
0.05
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This is a segment financial measure representing segment earnings before certain unallocated corporate and shared costs and credits, goodwill impairment charges, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, special charges and credits, income taxes, and net income or loss attributable to noncontrolling interests. See Note 13, "Segment and Geographic Information," in the audited consolidated financial statements contained in this Item 8.
|
(2)
|
Due to the method used in calculating per share data as prescribed by ASC 260, "Earnings Per Share," the quarterly per share data may not total to the full-year per share data.
|
(3)
|
The Company may pay a higher dividend on CRDA than on CRDB. This dividend differential can result in different (loss) earnings per share for each class of stock due to the two-class method of computing (loss) earnings per share as required by current accounting guidance. CRDB generally presents a more dilutive measure.
|
(4)
|
The Company recognized goodwill impairment in the amount of
$49.3 million
related to its
International
and
U.S. Services
excluding
U.S. Contractor Connection
reporting units in the fourth quarter of 2015. See Note 3, "Goodwill and Intangible Assets," in the audited consolidated financial statements contained in this Item 8. This charge was largely nondeductible for income tax purposes. The provision for income taxes in the fourth quarter of 2015 included additional benefit due to changes in the mix of income and the goodwill impairment.
|
(5)
|
The provision for income taxes in the fourth quarter of 2014 included additional expenses due to the Company's inability to recognize the tax benefits from net operating losses in certain international operations, and the revaluation of the Company's net U.S. deferred tax assets resulting from a decrease in state income tax rates, an increase in the partially disallowable meals and entertainment expense, and certain other adjustments and changes in estimates.
|
•
|
Consolidated Balance Sheets as of
December 31, 2015
and
2014
|
•
|
Consolidated Statements of Operations for the Years Ended
December 31, 2015
,
2014
, and
2013
|
•
|
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended
December 31, 2015
,
2014
, and
2013
|
•
|
Consolidated Statements of Shareholders' Investment for the Years Ended
December 31, 2015
,
2014
, and
2013
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2015
,
2014
, and
2013
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Schedule II — Valuation and Qualifying Accounts — Information required by this schedule is included under the caption "Accounts Receivable and Allowance for Doubtful Accounts" in Note 1 and also in Note 7, "Income Taxes" to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference.
|
Exhibit No.
|
|
Document
|
|
|
|
2.1
|
|
Agreement for the sale and purchase of shares, dated as of December 1, 2014, by and among Crawford & Company Adjusters (UK) Limited and certain shareholders of GAB Robins Holdings UK Limited (incorporated by reference to the Registrant's current report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2014).
|
3.1
|
|
Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007).
|
3.2
|
|
Restated By-laws of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016).
|
10.1*
|
|
Crawford & Company 1997 Key Employee Stock Option Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.2*
|
|
Crawford & Company 1997 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.3*
|
|
Crawford & Company 2007 Non-Employee Director Stock Option Plan (incorporated by reference to Appendix A of the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on May 3, 2007).
|
10.4*
|
|
Crawford & Company Non-Employee Director Stock Plan (incorporated by reference to Appendix C of the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on May 5, 2009).
|
10.5*
|
|
Crawford & Company Supplemental Executive Retirement Plan as Amended and Restated December 20, 2007, effective as of January 1, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
|
10.6*
|
|
Crawford & Company 1996 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix A to the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on May 4, 2010).
|
10.7*
|
|
Crawford & Company Deferred Compensation Plan, as amended and restated as of January 1, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
|
10.8*
|
|
Crawford & Company amended and restated Executive Stock Bonus Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Registration statement on Form S-8 (File No. 333-199915) filed with the Securities and Exchange Commission on November 6, 2014).
|
10.9*
|
|
Form of Restricted Share Unit Award under the Registrant's Executive Stock Bonus Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.10*
|
|
Form of Performance Share Unit Award under the Registrant's Executive Stock Bonus Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.11*
|
|
Crawford & Company U.K. ShareSave Scheme, as amended (incorporated by reference to Appendix A of the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on May 8, 2013).
|
10.12*
|
|
Crawford & Company International Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on May 5, 2009).
|
10.13*
|
|
Crawford & Company 2007 Management Team Incentive Compensation Plan (incorporated by reference to Appendix B of the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on May 3, 2007).
|
10.14*
|
|
Terms of Restated Employment Agreement between Jeffrey T. Bowman and the Registrant, dated March 15, 2013 (incorporated by reference to Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.15*
|
|
Terms of Employment Agreement between Allen W. Nelson and the Registrant, dated November 22, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2005).
|
10.16*
|
|
Employment Agreement by and between the Registrant and Jeffrey T. Bowman, dated August 7, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
|
10.17*
|
|
Terms of Employment Agreement between W. Bruce Swain, Jr. and the Registrant, dated August 1, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
10.18*
|
|
Employment Agreement between David A. Isaac, The Garden City Group, Inc. and the Registrant, dated July 1, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2011).
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
|
10.19*
|
|
Terms of Employment Agreement between Danielle M. Lisenbey and the Registrant, dated June 30, 2014 (incorporated by reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).
|
10.20*
|
|
Terms of Employment Agreement between Brian J. Flynn and the Registrant, effective as of November 3, 2007 (incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.21*
|
|
Terms of Employment Agreement between Dalerick Carden and the Registrant, dated October 2, 2014 (incorporated by reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
|
10.22*
|
|
Terms of Employment Agreement between Michael Frank Reeves and Crawford-THG (UK) Limited, effective as of November 25, 1997 (incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.23*
|
|
Service Agreement between Ian Muress and Crawford & Company Adjusters (U.K.) Limited dated as of January 18, 2002 (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.24*
|
|
Variation to Service Agreement between Ian Muress and Crawford & Company Adjusters (U.K.) Limited dated as of December 1, 2006 (incorporated by reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.25*
|
|
Terms of Employment Agreement between Ian Muress and the Registrant dated as of April 12, 2006 (incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.26*
|
|
Terms of Employment Agreement between Bonnie Sawdey and the Registrant dated February 9, 2016.
|
10.27*
|
|
Terms of Employment Agreement between Kenneth Cutshaw and the Registrant dated January 19, 2016.
|
10.28*
|
|
Terms of Employment Agreement between Larry Thomas and the Registrant dated February 11, 2015.
|
10.29*
|
|
Terms of Employment Agreement between Kenneth Fraser and the Registrant dated May 15, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
10.30*
|
|
Restricted stock unit award agreement between Harsha V. Agadi and the Registrant, dated January 26, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2016).
|
10.31*
|
|
Separation Agreement between Jeffrey T. Bowman and the Registrant, dated August 24, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
10.32
|
|
Lease Agreement, effective as of July 1, 2006, between Registrant and Hewlett-Packard Company (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2006).
|
10.33
|
|
Credit Agreement, dated as of December 8, 2011, among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc. and Crawford & Company (Australia) Pty. Ltd., as borrowers, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Australian Security Trustee, and UK Security Trustee for the lenders, Bank of America, N.A., as Syndication Agent, RBS Citizens, N.A., as Documentation Agent, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Lead Bookrunners (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2011).
|
10.34
|
|
Pledge and Security Agreement, dated as of December 8, 2011, by Crawford & Company and certain of Crawford & Company's subsidiaries in favor of Wells Fargo, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2011).
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
|
10.35
|
|
Guaranty Agreement, dated as of December 8, 2011, by Crawford & Company, certain of Crawford & Company's subsidiaries and Wells Fargo, as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8‑K filed with the Securities and Exchange Commission on December 12, 2011).
|
10.36*
|
|
Director Compensation Summary Term Sheet.
|
10.37
|
|
First Amendment to Credit Agreement, dated as of July 20, 2012, by and among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
10.38
|
|
Second Amendment to Credit Agreement, dated as of May 24, 2013, by and among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
|
10.39
|
|
Third Amendment to Credit Agreement, dated as of November 25, 2013, by and among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2013).
|
10.40
|
|
Fourth Amendment to Credit Agreement, dated as of November 28, 2014, by and among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2014).
|
10.41
|
|
Fifth Amendment to Credit Agreement, dated as of November 5, 2015, by and among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc., Crawford & Company (Australia) Pty. Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and a lender, and the other signatories party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
21.1
|
|
Subsidiaries of Crawford & Company.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-19(a).
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-19(a).
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to Section 1350.
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Section 1350.
|
101
|
|
XBRL Documents.
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
|
|
|
|
CRAWFORD & COMPANY
|
||
|
|
|
|
|
|
Date
|
March 10, 2016
|
|
By
|
|
/s/ Harsha V. Agadi
|
|
|
|
|
|
HARSHA V. AGADI, Interim President and Chief Executive Officer
|
|
|
|
NAME AND TITLE
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ Harsha V. Agadi
|
|
|
|
HARSHA V. AGADI, Interim President and Chief Executive Officer (Principal Executive Officer) and Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ W. Bruce Swain
|
|
|
|
W. BRUCE SWAIN, Executive Vice President-Finance (Principal Financial Officer)
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ Dalerick M. Carden
|
|
|
|
DALERICK M. CARDEN, Senior Vice President and Controller (Principal Accounting Officer)
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ P. George Benson
|
|
|
|
P. GEORGE BENSON, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ Jesse C. Crawford
|
|
|
|
JESSE C. CRAWFORD, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ Jesse C. Crawford, Jr.
|
|
|
|
JESSE C. CRAWFORD, JR, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ Roger A. S. Day
|
|
|
|
ROGER A. S. DAY, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ James D. Edwards
|
|
|
|
JAMES D. EDWARDS, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
|
|
|
|
JOIA M. JOHNSON, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ Charles H. Ogburn
|
|
|
|
CHARLES H. OGBURN, Director
|
|
|
|
|
Date
|
March 10, 2016
|
|
/s/ D. Richard Williams
|
|
|
|
D. RICHARD WILLIAMS, Director
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
|
10.26
|
|
|
Terms of Employment Agreement between Bonnie Sawdey and the Registrant dated February 9, 2016.
|
10.27
|
|
|
Terms of Employment Agreement between Kenneth Cutshaw and the Registrant dated January 19, 2016.
|
10.28
|
|
|
Terms of Employment Agreement between Larry Thomas and the Registrant dated February 11, 2015.
|
10.36
|
|
|
Director Compensation Summary Term Sheet.
|
21.1
|
|
|
Subsidiaries of Crawford & Company.
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-19(a).
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-19(a).
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to Section 1350.
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to Section 1350.
|
101
|
|
|
XBRL Documents.
|
|
|
Harsha V. Agadi
|
|
|
Interim President & CEO
|
Re:
|
Chief People Officer
|
1.
|
Definitions
:
|
a.
|
“Company” or “Crawford” means Crawford & Company, along with its subsidiaries, parents, affiliated entities, and includes the successors and assigns of Crawford or any such related entities.
|
b.
|
“Business of Crawford” means claims management, adjusting, administrative services and other services as may be stated in Crawford’s most current Annual Report.
|
c.
|
“Confidential Information” means information about the Company and its Employees and/or Customers which is not generally known outside of the Company, which employee learns of in connection with employee’s employment with the Company, and which would be useful to competitors of the Company. Confidential Information includes, but is not limited to: (1) business and employment policies, marketing methods and the targets of those methods, financial records, business plans, strategies and ideas, promotional materials, education and training materials, research and development, technology and software systems, price lists, and recruiting strategies; (2) the nature, origin, composition and development of the company’s products and services; (3) proprietary information and processes, and intellectual property; and (4) customer information and the manner in which the Company provides products and services to its customers.
|
d.
|
“Trade Secrets” means Confidential Information which meets the additional requirements of the Uniform Trade Secrets Act or similar state law.
|
2.
|
Duty of Confidentiality
. Employee agrees that during employment with the Company and for a period of two (2) years following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Confidential Information (so long as the information remains confidential) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of the Company. This Agreement does not limit the remedies available under common or statutory law, which may impose longer duties of non-disclosure.
|
3.
|
Non-Disclosure of Trade Secrets
. Employee agrees that during employment with the Company and indefinitely following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Trade Secrets (so long as the information remains a Trade Secret under the applicable state law) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of the Company.
|
4.
|
Return of Property and Information
. Employee agrees to return all the Company’s property within seven (7) days following the cessation of Employee’s employment for any reason. Such property includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to employee or which employee has developed or collected in the scope of Employee’s employment, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, badges, passes, access cards, instruments, tools, devices, computers, mobile devices and phones, pagers, flashdrives/ thumbdrives, materials, documents, plans, records, notebooks, drawings, and papers.
|
5.
|
Non-Solicitation of Customers or Clients
. Employee agrees that during employment with the company and for a period of twelve (12) months following the cessation of employment, provided the Employee’s cessation is voluntary or on the part of Employee, Employee will not directly or indirectly solicit or attempt to solicit any business in competition with the Business of Crawford from any of the customers or clients of the Company with or for whom Employee had contact or performed any services during the last year of Employee’s employment with the Company.
|
6.
|
Non-Recruitment of Employees
. While employed by the Company and for a period of twelve (12) months following the voluntary termination of employment by Employee, Employee will not directly or indirectly solicit or attempt to solicit any employee of the Company for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Company.
|
7.
|
Remedies
. The parties agree that this Agreement is reasonable and necessary for the protection of the business and goodwill of Crawford and that any breach of this Agreement by Employee will cause Crawford substantial and irreparable harm entitling Crawford to injunctive relief and other equitable and legal remedies. Moreover, to the extent Employee breaches this Agreement, the time periods set forth herein are continued for the period of Employee’s breach of the Agreement. The prevailing party shall be entitled to recover its costs and attorney’s fees in any proceeding brought under this Agreement. The existence of any claim or cause of action by Employee against the Company, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.
|
8.
|
Construction of Agreement & Severability
. The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the extent reasonable, whether said revisions are in time, territory, or scope of prohibited activities. This Agreement represents the entire understanding between Employee and the Company on the matters addressed herein and supersedes any such prior agreements and may not be modified, changed or altered by any promise or statement by the Company until such modification has been approved in writing and signed by both parties. The waiver by the Company of a breach of any provision of this Agreement by any employee shall not be construed as a waiver of rights with respect to any subsequent breach by Employee.
|
9.
|
At-Will Status
. Nothing in this Agreement shall change or alter the status of your employment as being “at-will.” As such, either party may terminate the employment relationship at any time and for any reason.
|
10.
|
Choice of Law
. This agreement shall be governed and interpreted according to the laws of the State of Georgia.
|
|
|
Harsha V. Agadi
|
|
|
Interim President & CEO
|
Re:
|
Interim President & CEO - Garden City Group LLC (GCG)
|
1.
|
Definitions
:
|
a.
|
“Company” means Crawford & Company, along with its subsidiaries (specifically including Garden city Group LLC), parents, affiliated entities, and includes the successors and assigns of Crawford or any such related entities.
|
b.
|
“Business of the Company” means claims management, claims adjusting, medical management, medical bill review, administrative services and other services provided by Crawford from time to time or as described in the most recent Annual Report of Crawford & Company.
|
c.
|
“Confidential Information” means information about the Company and its Employees and/or customers which is not generally known outside of the Company, which employee learns of in connection with employee’s employment with the Company, and which would be useful to competitors of the Company. Confidential Information includes, but is not limited to: (1) business and employment policies, marketing methods and the targets of those methods, financial records, business plans, strategies and ideas, promotional materials, education and training materials, research and development, technology and software systems, price lists, and recruiting strategies; (2) the nature, origin, composition and development of the company’s products and services; (3) proprietary information and processes, and intellectual property; and (4) customer information and the manner in which the Company provides products and services to its customers.
|
d.
|
“Trade Secrets” means Confidential Information which meets the additional requirements of the Uniform Trade Secrets Act or similar state law.
|
2.
|
Duty of Confidentiality
. Employee agrees that during employment with the Company and for a period of two (2) years following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Confidential Information (so long as the information remains confidential) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of the Company. This Agreement does not limit the remedies available under common or statutory law, which may impose longer duties of non-disclosure.
|
3.
|
Non-Disclosure of Trade Secrets
. Employee agrees that during employment with the Company and indefinitely following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Trade Secrets (so long as the information remains a Trade Secret under Georgia Law or other applicable State Law) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of the Company.
|
4.
|
Non-Disclosure of Personal Information
. Employee acknowledges that during the course of Employee’s employment, Employee may obtain information regarding individuals as a result of services provided to Crawford customers such as (i) claim and personal health information, (ii) social security number, (iii) date of birth and (iv) salary information (“Personal Information”). Employee agrees:
|
a.
|
Not to acquire, use, or distribute such Personal Information without the express consent of the subject of such Personal information, or only to the extent federal or state law allows such acquisition and disclosure of Personal Information without consent.
|
b.
|
To acquire, use and/or distribute Personal Information solely for the purposes of carrying out the daily functions of Employee’s job.
|
c.
|
To disclose Personal Information only to authorized third parties. These agencies may include, but are not necessarily limited to, independent review agents, claims adjusters, benefits administrators, attorneys and employers.
|
d.
|
To limit access to computerized Personal Information solely to staff, authorized users and administrative personnel and abide by all security measures designed to assure that unauthorized personnel are not afforded access to Personal Information.
|
5.
|
Return of Property and Information
. Employee agrees to return all the Company’s property immediately upon the cessation of Employee’s employment for any reason. Such property includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to employee or which employee has developed or collected in the scope of Employee’s employment, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, badges, passes, access cards, instruments, tools, devices, computers, mobile phones and devices, flash drives, pagers, materials, documents, plans, records, notebooks, drawings, or papers.
|
6.
|
Non-Competition
. Employee acknowledges that if he were to compete with the Company in the Business of the Company, he could cause serious harm to the Company. Employee further acknowledges that during his employment, Employee will gain valuable confidential business or professional information that qualify as Trade Secrets under the Georgia Uniform Trade Secrets Act and that otherwise does not qualify as trade secrets; maintains and builds substantial relationships with specific prospective or existing customers or clients; and maintains and builds customer or client goodwill associated with the Business of the Company throughout the United States. Further, Employee acknowledges that he will derive significant value from the Company and from the Confidential and Trade Secret Information of the Company provided to him during his employment with the Company, which will enable him to optimize the performance of the Company’s global performance and his own personal, professional, and financial benefit.
|
7.
|
Non-Solicitation Covenant
. Employee agrees that during employment with the Company and for a period of twelve (12) months following the cessation of employment, Employee will not directly or indirectly solicit or attempt to solicit any Business of the Company from any of the customers of the Company with whom Employee had direct or indirect contact and/or dealings during the last year of Employee’s employment with the Company.
|
8.
|
Non-Recruitment of Employees
. While employed by the Company, and for a period of twelve (12) months following the cessation of employment, Employee will not directly or indirectly solicit or attempt to solicit any employee of the Company for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Company.
|
9.
|
Non-Disparagement
. Employee shall not, at any time during the term of employment and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging the Company or its respective officers, directors, employees, advisors, businesses or reputations.
|
10.
|
Remedies
. The parties acknowledge and agree that (a) this Agreement is reasonable and necessary for the protection of the business and goodwill of Crawford, (b) any breach of this Agreement by Employee will cause Crawford substantial and irreparable harm, and (c) Employee has received good, valuable and adequate consideration in exchange for the covenants contained in this Agreement. Consequently, if the Employee breaches this Agreement, the Company shall be entitled to injunctive relief in addition to any and all remedies available at law. Moreover, to the extent Employee breaches this Agreement, the time periods set forth herein are continued for the period of Employee’s breach of the Agreement. The prevailing party shall be entitled to recover its costs and attorney’s fees in any proceeding brought under this Agreement. The existence of any claim or cause of action by Employee against the Company, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.
|
11.
|
Construction of Agreement
. The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unreasonable, unenforceable or both, it shall be modified as appropriate to protect the Company’s interests or severed and the remaining covenants and clauses shall be enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the extent reasonable, whether said revisions are in time, territory, or scope of prohibited activities. This Agreement represents the entire understanding between Employee and the Company on the matters addressed herein and supersedes any such prior agreements and may not be modified, changed or altered by any promise or statement by the Company until such modification has been approved in writing and signed by both parties. The waiver by the Company of a breach of any provision of this Agreement by any employee shall not be construed as a waiver of rights with respect to any subsequent breach by Employee.
|
12.
|
At-Will Status
. Nothing in this Agreement shall change or alter the status of Employee’s employment as being “at-will.” As such, either party may terminate the employment relationship at any time and for any reason.
|
13.
|
Choice of Law
. This Agreement and any and all disputes related to or arising from this Agreement shall be governed and interpreted according to the laws of the State of Georgia.
|
14.
|
Survival
. This Agreement shall remain in effect, unless modified in writing signed by both Employee and on behalf of the Company, throughout the course of Employee’s employment with the Company and shall survive the termination of Employee’s employment with the Company.
|
|
|
Vince E. Cole
|
|
|
EVP & CEO Property & Casualty
|
|
|
Americas
|
Re:
|
Senior Vice President & CEO US Property & Casualty
|
1.
|
Definitions
:
|
a.
|
“Company” means Crawford & Company, along with its subsidiaries, parents, affiliated entities, and includes the successors and assigns of Crawford or any such related entities.
|
b.
|
“Business of the Company” means claims management, claims adjusting, medical management, medical bill review, administrative services and other services provided by Crawford from time to time or as described in the most recent Annual Report of Crawford & Company.
|
c.
|
“Confidential Information” means information about the Company and its Employees and/or customers which is not generally known outside of the Company, which employee learns of in connection with employee’s employment with the Company, and which would be useful to competitors of the Company. Confidential Information includes, but is not limited to: (1) business and employment policies, marketing methods and the targets of those methods, financial records, business plans, strategies and ideas, promotional materials, education and training materials, research and development, technology and software systems, price lists, and recruiting strategies; (2) the nature, origin, composition and development of the company’s products and services; (3) proprietary information and processes, and intellectual property; and (4) customer information and the manner in which the Company provides products and services to its customers.
|
d.
|
“Trade Secrets” means Confidential Information which meets the additional requirements of the Uniform Trade Secrets Act or similar state law.
|
2.
|
Duty of Confidentiality
. Employee agrees that during employment with the Company and for a period of two (2) years following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Confidential Information (so long as the information remains confidential) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of the Company. This Agreement does not limit the remedies available under common or statutory law, which may impose longer duties of non-disclosure.
|
3.
|
Non-Disclosure of Trade Secrets
. Employee agrees that during employment with the Company and indefinitely following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Trade Secrets (so long as the information remains a Trade Secret under Florida Law or other applicable State Law) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee’s supervisor(s) or an officer of the Company.
|
4.
|
Non-Disclosure of Personal Information
. Employee acknowledges that during the course of Employee’s employment, Employee may obtain information regarding individuals as a result of services provided to Crawford customers such as (i) claim and personal health information, (ii) social security number, (iii) date of birth and (iv) salary information (“Personal Information”). Employee agrees:
|
a.
|
Not to acquire, use, or distribute such Personal Information without the express consent of the subject of such Personal information, or only to the extent federal or state law allows such acquisition and disclosure of Personal Information without consent.
|
a.
|
To acquire, use and/or distribute Personal Information solely for the purposes of carrying out the daily functions of Employee’s job.
|
b.
|
To disclose Personal Information only to authorized third parties. These agencies may include, but are not necessarily limited to, independent review agents, claims adjusters, benefits administrators, attorneys and employers.
|
c.
|
To limit access to computerized Personal Information solely to staff, authorized users and administrative personnel and abide by all security measures designed to assure that unauthorized personnel are not afforded access to Personal Information.
|
5.
|
Return of Property and Information
. Employee agrees to return all the Company’s property immediately upon the cessation of Employee’s employment for any reason. Such property includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to employee or which employee has developed or collected in the scope of Employee’s employment, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, badges, passes, access cards, instruments, tools, devices, computers, mobile phones and devices, flash drives, pagers, materials, documents, plans, records, notebooks, drawings, or papers.
|
6.
|
Non-Competition
.
|
a.
|
Therefore, during employment with the Company and for a period of six (6) months following the termination of Employee’s relationship with the Company for any reason, at the option either of the Company or Employee, with or without notice, the Employee agrees that he shall not directly or indirectly engage in the Business of the Company or in any competitive business or provide services to a competitive business of the Business, as an owner, partner or agent, or as employee.
|
7.
|
Non-Solicitation Covenant
. Employee agrees that during employment with the Company and for a period of twelve (12) months following the cessation of employment, Employee will not directly or indirectly solicit or attempt to solicit any Business of the Company from any of the customers of the Company with whom Employee had direct or indirect contact and/or dealings during the last year of Employee’s employment with the Company.
|
8.
|
Non-Recruitment of Employees
. While employed by the Company, and for a period of twelve (12) months following the cessation of employment, Employee will not directly or indirectly solicit or attempt to solicit any employee of the Company for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Company.
|
9.
|
Non-Disparagement
. Employee shall not, at any time during the term of employment and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging the Company or its respective officers, directors, employees, advisors, businesses or reputations.
|
10.
|
Remedies
. The parties acknowledge and agree that (a) this Agreement is reasonable and necessary for the protection of the business and goodwill of Crawford, (b) any breach of this Agreement by Employee will cause Crawford substantial and irreparable harm, and (c) Employee has received good, valuable and adequate consideration in exchange for the covenants contained in this Agreement. Consequently, if the Employee breaches this Agreement, the Company shall be entitled to injunctive relief in addition to any and all remedies available at law. Moreover, to the extent Employee breaches this Agreement, the time periods set forth herein are continued for the period of Employee’s breach of the Agreement. The prevailing party shall be entitled to recover its costs and attorney’s fees in any proceeding brought under this Agreement. The existence of any claim or cause of action by Employee against the Company, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.
|
11.
|
Construction of Agreement
. The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unreasonable, unenforceable or both, it shall be modified as appropriate to protect the Company’s interests or severed and the remaining covenants and clauses shall be enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the extent reasonable, whether said revisions are in time, territory, or scope of prohibited activities. This Agreement represents the entire understanding between Employee and the Company on the matters addressed herein and supersedes any such prior agreements and may not be modified, changed or altered by any promise or statement by the Company until such modification has been approved in writing and signed by both parties. The waiver by the Company of a breach of any provision of this Agreement by any employee shall not be construed as a waiver of rights with respect to any subsequent breach by Employee.
|
12.
|
At-Will Status
. Nothing in this Agreement shall change or alter the status of Employee’s employment as being “at-will.” As such, either party may terminate the employment relationship at any time and for any reason.
|
13.
|
Choice of Law
. This Agreement and any and all disputes related to or arising from this Agreement shall be governed and interpreted according to the laws of the State of Florida.
|
14.
|
Survival
. This Agreement shall remain in effect, unless modified in writing signed by both Employee and on behalf of the Company, throughout the course of Employee’s employment with the Company and shall survive the termination of Employee’s employment with the Company.
|
|
|
|
|
|
Jurisdiction
in
|
Subsidiary
|
|
Which Organized
|
|
|
|
Crawford & Company International, Inc.
|
|
Georgia
|
Broadspire Services, Inc.
|
|
Delaware
|
The Garden City Group, Inc.
|
|
Delaware
|
Risk Sciences Group, Inc.
|
|
Delaware
|
Crawford & Company Adjusters Limited
|
|
England
|
Crawford & Company Adjusters (UK) Limited
|
|
England
|
Crawford & Company (Canada), Inc.
|
|
Canada
|
Crawford & Company (Australia) Pty Limited
|
|
Australia
|
Crawford & Company EMEA/A-P Holdings Limited
|
|
United Kingdom
|
Crawford & Company Financial Services Ltd.
|
|
Cayman Islands
|
Crawford & Company Risk Services Investments Ltd
|
|
United Kingdom
|
(1)
|
Registration Statement (Form S-8 No. 333-02051) pertaining to the Crawford &
|
(2)
|
Registration Statement (Form S-8 No. 333-24425) pertaining to the Crawford &
|
(3)
|
Registration Statement (Form S-8 No. 333-24427) pertaining to the Crawford &
|
(4)
|
Registration Statement (Form S-8 No. 333-43740) pertaining to the Crawford &
|
(5)
|
Registration Statement (Form S-8 No. 333-87465) pertaining to the Crawford &
|
(6)
|
Registration Statement (Form S-8 No. 333-125557) pertaining to the Crawford &
|
(7)
|
Registration Statement (Form S-8 No. 333-140310) pertaining to the Crawford &
|
(8)
|
Registration Statement (Form S-3/A No. 333-142569) pertaining to the registration
|
(9)
|
Registration Statement (Form S-8 No. 333-157896) pertaining to the Crawford &
|
(10)
|
Registration Statement (Form S-8 No. 333-161278) pertaining to the Crawford &
|
(11)
|
Registration Statement (Form S-8 No. 333-161279) pertaining to the Crawford &
|
(12)
|
Registration Statement (Form S-8 No. 333-161280) pertaining to the Crawford &
|
(13)
|
Registration Statement (Form S-8 No. 333-170344) pertaining to the Crawford &
|
(14)
|
Registration Statement (Form S-8 No. 333-190373) pertaining to the Crawford &
|
(15)
|
Registration Statement (Form S-8 No. 333-199915) pertaining to the Crawford &
|
1.
|
I have reviewed this Annual Report on Form 10-K of Crawford & Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
|
Date:
|
March 10, 2016
|
/s/ Harsha V. Agadi
|
|
|
|
Harsha V. Agadi
|
|
|
|
Interim President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Crawford & Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
|
Date:
|
March 10, 2016
|
/s/ W. Bruce Swain
|
|
|
|
W. Bruce Swain
|
|
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
|
|
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
March 10, 2016
|
/s/ Harsha V. Agadi
|
|
|
|
Harsha V. Agadi
|
|
|
|
Interim President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
March 10, 2016
|
/s/ W. Bruce Swain
|
|
|
|
W. Bruce Swain
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|