ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
EMC INSURANCE GROUP INC.
|
(Exact name of registrant as specified in its charter)
|
Iowa
|
|
42-6234555
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
717 Mulberry Street, Des Moines, Iowa
|
|
50309
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
|
|
(515) - 345 - 2902
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Common Stock, Par Value $1.00
|
|
The NASDAQ OMX Group, Inc.
|
(Title of Class)
|
|
(Name of each exchange on which registered)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
|
|
o
|
Yes
|
|
ý
|
No
|
|
|
|
|
|
|
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
|
|
o
|
Yes
|
|
ý
|
No
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
|
ý
|
Yes
|
|
o
|
No
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
|
ý
|
Yes
|
|
o
|
No
|
|
|
|
|
|
|
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
|
|
|
|
|
|
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
|
o
|
Yes
|
|
ý
|
No
|
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|
Page
|
Part I
|
|
|
Item 1.
|
||
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Part IV
|
|
|
Item 15.
|
||
PART I
|
ITEM 1.
|
BUSINESS
|
•
|
the ability to produce a more uniform and stable underwriting result from year to year than might be experienced individually, by spreading the risks over a wide range of geographic locations, lines of insurance written, rate filings, commission plans and policy forms;
|
•
|
the ability to benefit from the capacity of the entire pool (representing
$1.4 billion
in direct premiums written in
2013
and
$1.3 billion
in statutory surplus as of December 31,
2013
) rather than being limited to policy exposures of a size commensurate with each participant’s own surplus level;
|
•
|
the achievement of an “A” (Excellent) rating from A.M. Best Company on a “group” basis;
|
•
|
the ability to take advantage of a significant distribution network of independent agencies that the participants most likely could not access on an individual basis;
|
•
|
the ability to negotiate and purchase reinsurance from third-party reinsurers on a combined basis, thereby achieving larger retentions and better pricing; and
|
•
|
the ability to achieve and benefit from economies of scale in operations.
|
|
|
Year ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Employers Mutual
|
|
0.75
|
|
|
0.80
|
|
|
0.78
|
|
EMCASCO (1)
|
|
1.59
|
|
|
1.69
|
|
|
1.65
|
|
Illinois EMCASCO (1)
|
|
1.54
|
|
|
1.63
|
|
|
1.53
|
|
Dakota Fire (1)
|
|
1.62
|
|
|
1.71
|
|
|
1.61
|
|
EMC Property & Casualty Company
|
|
0.63
|
|
|
0.62
|
|
|
0.58
|
|
Union Insurance Company of Providence
|
|
0.63
|
|
|
0.62
|
|
|
0.58
|
|
Hamilton Mutual Insurance Company
|
|
0.87
|
|
|
0.85
|
|
|
0.79
|
|
•
|
Automobile - policies purchased by insureds engaged in a commercial activity that provide protection against liability for bodily injury and property damage arising from automobile accidents, and protection against loss from damage to automobiles owned by the insured.
|
•
|
Property - policies purchased by insureds engaged in a commercial activity that provide protection against damage or loss to property (other than autos) owned by the insured.
|
•
|
Workers’ Compensation - policies purchased by employers to provide benefits to employees for injuries incurred during the course of employment. The extent of coverage is established by the workers’ compensation laws of each state.
|
•
|
Liability - policies purchased by insureds engaged in a commercial activity that provide protection against liability for bodily injury or property damage to others resulting from acts or omissions of the insured or its employees.
|
•
|
Other - includes a broad range of policies purchased by insureds engaged in a commercial activity that provide protection with respect to burglary and theft loss, aircraft, marine and other types of losses. This category also includes fidelity and surety bonds issued to secure performance.
|
•
|
Automobile - policies purchased by individuals that provide protection against liability for bodily injury and property damage arising from automobile accidents, and protection against loss from damage to automobiles owned by the insured.
|
•
|
Property - policies purchased by individuals that provide protection against damage or loss to property (other than autos) owned by the individual, including homeowner’s insurance.
|
•
|
Liability - policies purchased by individuals that provide protection against liability for bodily injury or property damage to others resulting from acts or omissions of the insured.
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Line of business
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Commercial lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Automobile
|
|
$
|
306,695
|
|
|
21.6
|
%
|
|
$
|
269,739
|
|
|
20.7
|
%
|
|
$
|
235,956
|
|
|
19.8
|
%
|
Property
|
|
355,723
|
|
|
25.1
|
|
|
314,658
|
|
|
24.1
|
|
|
279,386
|
|
|
23.5
|
|
|||
Workers' compensation
|
|
276,921
|
|
|
19.5
|
|
|
256,553
|
|
|
19.7
|
|
|
244,527
|
|
|
20.6
|
|
|||
Liability
|
|
285,121
|
|
|
20.1
|
|
|
256,572
|
|
|
19.7
|
|
|
224,223
|
|
|
18.9
|
|
|||
Other
|
|
28,067
|
|
|
2.0
|
|
|
27,929
|
|
|
2.1
|
|
|
27,972
|
|
|
2.4
|
|
|||
Total commercial lines
|
|
1,252,527
|
|
|
88.3
|
|
|
1,125,451
|
|
|
86.3
|
|
|
1,012,064
|
|
|
85.2
|
|
|||
Personal lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Automobile
|
|
88,830
|
|
|
6.3
|
|
|
95,819
|
|
|
7.4
|
|
|
96,536
|
|
|
8.1
|
|
|||
Property
|
|
73,436
|
|
|
5.2
|
|
|
79,664
|
|
|
6.1
|
|
|
78,068
|
|
|
6.5
|
|
|||
Liability
|
|
2,601
|
|
|
0.2
|
|
|
2,341
|
|
|
0.2
|
|
|
2,074
|
|
|
0.2
|
|
|||
Total personal lines
|
|
164,867
|
|
|
11.7
|
|
|
177,824
|
|
|
13.7
|
|
|
176,678
|
|
|
14.8
|
|
|||
Total
|
|
$
|
1,417,394
|
|
|
100.0
|
%
|
|
$
|
1,303,275
|
|
|
100.0
|
%
|
|
$
|
1,188,742
|
|
|
100.0
|
%
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Line of business
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Pro rata reinsurance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and casualty
|
|
$
|
8,415
|
|
|
6.5
|
%
|
|
$
|
3,483
|
|
|
3.2
|
%
|
|
$
|
10,198
|
|
|
10.6
|
%
|
Property
|
|
16,922
|
|
|
13.1
|
|
|
14,274
|
|
|
13.3
|
|
|
14,302
|
|
|
14.8
|
|
|||
Crop
|
|
4,740
|
|
|
3.7
|
|
|
4,176
|
|
|
3.9
|
|
|
5,907
|
|
|
6.1
|
|
|||
Casualty
|
|
8,366
|
|
|
6.5
|
|
|
1,269
|
|
|
1.2
|
|
|
1,333
|
|
|
1.4
|
|
|||
Marine/Aviation
|
|
15,435
|
|
|
12.0
|
|
|
12,318
|
|
|
11.5
|
|
|
895
|
|
|
0.9
|
|
|||
Total pro rata reinsurance
|
|
53,878
|
|
|
41.8
|
|
|
35,520
|
|
|
33.1
|
|
|
32,635
|
|
|
33.8
|
|
|||
Excess of loss reinsurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Property
|
|
64,011
|
|
|
49.6
|
|
|
59,933
|
|
|
55.9
|
|
|
53,379
|
|
|
55.3
|
|
|||
Casualty
|
|
11,139
|
|
|
8.6
|
|
|
11,783
|
|
|
11.0
|
|
|
10,486
|
|
|
10.9
|
|
|||
Surety
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||
Total excess of loss reinsurance
|
|
75,150
|
|
|
58.2
|
|
|
71,726
|
|
|
66.9
|
|
|
63,858
|
|
|
66.2
|
|
|||
Total
|
|
$
|
129,028
|
|
|
100.0
|
%
|
|
$
|
107,246
|
|
|
100.0
|
%
|
|
$
|
96,493
|
|
|
100.0
|
%
|
•
|
a wide variety of small to medium-sized businesses, through a comprehensive package of property and liability coverages;
|
•
|
businesses and institutions eligible for the pool participants’ target market, safety dividend group and EMC Choice programs (described below), which offer specialized products geared to their members’ unique protection needs; and
|
•
|
individual consumers, through a number of personal lines products such as homeowners, automobile and umbrella coverages.
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Domiciliary jurisdiction
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Germany
|
|
$
|
7,000
|
|
|
4.9
|
%
|
|
$
|
5,726
|
|
|
4.8
|
%
|
|
$
|
4,923
|
|
|
4.6
|
%
|
Other foreign jurisdictions*
|
|
18,589
|
|
|
13.1
|
|
|
19,040
|
|
|
16.0
|
|
|
15,560
|
|
|
14.5
|
|
|||
Domestic
|
|
116,200
|
|
|
82.0
|
|
|
94,396
|
|
|
79.2
|
|
|
86,732
|
|
|
80.9
|
|
|||
Total commercial lines
|
|
$
|
141,789
|
|
|
100.0
|
%
|
|
$
|
119,162
|
|
|
100.0
|
%
|
|
$
|
107,215
|
|
|
100.0
|
%
|
|
|
Year ended December 31,
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||
Property and casualty insurance
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss ratio
|
|
67.2
|
%
|
|
66.2
|
%
|
|
78.7
|
%
|
|
68.9
|
%
|
|
65.6
|
%
|
Expense ratio
|
|
35.0
|
%
|
|
35.3
|
%
|
|
36.1
|
%
|
|
37.0
|
%
|
|
37.8
|
%
|
Combined trade ratio
|
|
102.2
|
%
|
|
101.5
|
%
|
|
114.8
|
%
|
|
105.9
|
%
|
|
103.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reinsurance (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
59.0
|
%
|
|
68.4
|
%
|
|
96.6
|
%
|
|
55.8
|
%
|
|
65.4
|
%
|
Expense ratio
|
|
23.7
|
%
|
|
21.8
|
%
|
|
21.5
|
%
|
|
32.3
|
%
|
|
22.0
|
%
|
Combined trade ratio
|
|
82.7
|
%
|
|
90.2
|
%
|
|
118.1
|
%
|
|
88.1
|
%
|
|
87.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total insurance operations (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
65.2
|
%
|
|
66.7
|
%
|
|
82.8
|
%
|
|
66.1
|
%
|
|
65.6
|
%
|
Expense ratio
|
|
32.3
|
%
|
|
32.3
|
%
|
|
32.8
|
%
|
|
36.0
|
%
|
|
34.7
|
%
|
Combined trade ratio
|
|
97.5
|
%
|
|
99.0
|
%
|
|
115.6
|
%
|
|
102.1
|
%
|
|
100.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and casualty insurance industry averages (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
69.4
|
%
|
|
73.4
|
%
|
|
77.9
|
%
|
|
72.0
|
%
|
|
72.7
|
%
|
Expense ratio
|
|
28.2
|
%
|
|
28.8
|
%
|
|
28.6
|
%
|
|
29.0
|
%
|
|
28.5
|
%
|
Combined trade ratio
|
|
97.6
|
%
|
|
102.2
|
%
|
|
106.5
|
%
|
|
101.0
|
%
|
|
101.2
|
%
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gross reserves at beginning of year
|
|
$
|
583,097
|
|
|
$
|
593,300
|
|
|
$
|
556,141
|
|
Less re-valuation due to foreign currency exchange rates
|
|
(2
|
)
|
|
—
|
|
|
(392
|
)
|
|||
Less ceded reserves at beginning of year
|
|
31,390
|
|
|
36,842
|
|
|
29,062
|
|
|||
Net reserves at beginning of year
|
|
551,709
|
|
|
556,458
|
|
|
527,471
|
|
|||
|
|
|
|
|
|
|
||||||
Incurred losses and settlement expenses related to:
|
|
|
|
|
|
|
|
|
|
|||
Current year
|
|
346,072
|
|
|
329,121
|
|
|
376,073
|
|
|||
Prior years
|
|
(12,785
|
)
|
|
(25,733
|
)
|
|
(33,099
|
)
|
|||
Total incurred losses and settlement expenses
|
|
333,287
|
|
|
303,388
|
|
|
342,974
|
|
|||
|
|
|
|
|
|
|
||||||
Paid losses and settlement expenses related to:
|
|
|
|
|
|
|
|
|
|
|||
Current year
|
|
137,998
|
|
|
145,103
|
|
|
167,794
|
|
|||
Prior years
|
|
167,268
|
|
|
163,034
|
|
|
146,193
|
|
|||
Total paid losses and settlement expenses
|
|
305,266
|
|
|
308,137
|
|
|
313,987
|
|
|||
|
|
|
|
|
|
|
||||||
Net reserves at end of year
|
|
579,730
|
|
|
551,709
|
|
|
556,458
|
|
|||
Plus ceded reserves at end of year
|
|
30,118
|
|
|
31,390
|
|
|
36,842
|
|
|||
Plus re-valuation due to foreign currency exchange rates
|
|
333
|
|
|
(2
|
)
|
|
—
|
|
|||
Gross reserves at end of year
|
|
$
|
610,181
|
|
|
$
|
583,097
|
|
|
$
|
593,300
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Reported amount of favorable development experienced on prior years' reserves
|
|
$
|
(12,785
|
)
|
|
$
|
(25,733
|
)
|
|
$
|
(33,099
|
)
|
Adjustment for (adverse) favorable development included in the reported development amount that had no impact on earnings
|
|
6,526
|
|
|
(4,551
|
)
|
|
1,396
|
|
|||
Approximation of the implied amount of favorable development that had an impact on earnings
|
|
$
|
(6,259
|
)
|
|
$
|
(30,284
|
)
|
|
$
|
(31,703
|
)
|
Line of business
|
|
Development experienced on previously reported claims which closed during the year
|
|
Development experienced on previously reported claims remaining open at year end
|
|
Development associated with changes in bulk case loss reserve amounts
|
|
Development associated with the change in bulk case loss reserve accident year allocation factors
|
|
Total development on previously reported claims
|
||||||||||
Personal auto liability
|
|
$
|
(1,655
|
)
|
|
$
|
1,711
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
114
|
|
Commercial auto liability
|
|
(604
|
)
|
|
6,755
|
|
|
(2,290
|
)
|
|
703
|
|
|
4,564
|
|
|||||
Auto physical damage
|
|
(873
|
)
|
|
(186
|
)
|
|
4
|
|
|
—
|
|
|
(1,055
|
)
|
|||||
Workers' compensation
|
|
(15,902
|
)
|
|
16,833
|
|
|
(1,174
|
)
|
|
—
|
|
|
(243
|
)
|
|||||
Other liability
|
|
(6,739
|
)
|
|
8,209
|
|
|
820
|
|
|
177
|
|
|
2,467
|
|
|||||
Commercial property
|
|
(4,650
|
)
|
|
1,123
|
|
|
3,313
|
|
|
(2,935
|
)
|
|
(3,149
|
)
|
|||||
Homeowners
|
|
(1,388
|
)
|
|
145
|
|
|
855
|
|
|
(644
|
)
|
|
(1,032
|
)
|
|||||
Bonds
|
|
(232
|
)
|
|
(1,541
|
)
|
|
1
|
|
|
—
|
|
|
(1,772
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
(32,043
|
)
|
|
$
|
33,049
|
|
|
$
|
1,587
|
|
|
$
|
(2,699
|
)
|
|
$
|
(106
|
)
|
|
|
Development on IBNR loss reserves resulting from:
|
||||||||||||||||||||||
Line of business
|
|
Loss emergence different than expected
|
|
Actions taken as a result of scheduled reserve reviews
|
|
Change in underlying exposures
|
|
Change in accident year allocation factors
|
|
Change in line-of-business distribution
|
|
Total
|
||||||||||||
Personal auto liability
|
|
$
|
(269
|
)
|
|
$
|
(18
|
)
|
|
$
|
(66
|
)
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
(343
|
)
|
Commercial auto liability
|
|
(1,474
|
)
|
|
(173
|
)
|
|
246
|
|
|
(442
|
)
|
|
11
|
|
|
(1,832
|
)
|
||||||
Auto physical damage
|
|
879
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
(8
|
)
|
|
871
|
|
||||||
Workers' compensation
|
|
(123
|
)
|
|
(1,043
|
)
|
|
155
|
|
|
—
|
|
|
(101
|
)
|
|
(1,112
|
)
|
||||||
Other liability
|
|
1,593
|
|
|
(915
|
)
|
|
1,434
|
|
|
(2,046
|
)
|
|
233
|
|
|
299
|
|
||||||
Commercial property
|
|
4,942
|
|
|
(39
|
)
|
|
25
|
|
|
—
|
|
|
70
|
|
|
4,998
|
|
||||||
Homeowners
|
|
1,079
|
|
|
(10
|
)
|
|
(26
|
)
|
|
(8
|
)
|
|
113
|
|
|
1,148
|
|
||||||
Bonds
|
|
124
|
|
|
1,318
|
|
|
8
|
|
|
(231
|
)
|
|
668
|
|
|
1,887
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
6,751
|
|
|
$
|
(880
|
)
|
|
$
|
1,778
|
|
|
$
|
(2,729
|
)
|
|
$
|
996
|
|
|
$
|
5,916
|
|
Line of business
|
|
Development experienced on previously reported claims
|
|
Development associated with the change in bulk case loss reserve accident year allocation factors
|
|
Total development on previously reported claims
|
||||||
Personal auto liability
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
Commercial auto liability
|
|
(2,722
|
)
|
|
(1,207
|
)
|
|
(3,929
|
)
|
|||
Auto physical damage
|
|
(1,131
|
)
|
|
—
|
|
|
(1,131
|
)
|
|||
Workers' compensation
|
|
(3,965
|
)
|
|
—
|
|
|
(3,965
|
)
|
|||
Other liability
|
|
(2,528
|
)
|
|
721
|
|
|
(1,807
|
)
|
|||
Commercial property
|
|
(6,282
|
)
|
|
1,132
|
|
|
(5,150
|
)
|
|||
Homeowners
|
|
(2,170
|
)
|
|
296
|
|
|
(1,874
|
)
|
|||
Bonds
|
|
247
|
|
|
—
|
|
|
247
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
(18,575
|
)
|
|
$
|
942
|
|
|
$
|
(17,633
|
)
|
|
|
Development on IBNR loss reserves resulting from:
|
||||||||||||||||||||||
Line of business
|
|
Loss emergence different than expected
|
|
Actions taken as a result of scheduled reserve reviews
|
|
Change in underlying exposures
|
|
Change in accident year allocation factors
|
|
Change in line-of-business distribution
|
|
Total
|
||||||||||||
Personal auto liability
|
|
$
|
(471
|
)
|
|
$
|
(95
|
)
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
143
|
|
|
$
|
(441
|
)
|
Commercial auto liability
|
|
(2,932
|
)
|
|
(916
|
)
|
|
415
|
|
|
581
|
|
|
1,025
|
|
|
(1,827
|
)
|
||||||
Auto physical damage
|
|
31
|
|
|
(18
|
)
|
|
5
|
|
|
18
|
|
|
(90
|
)
|
|
(54
|
)
|
||||||
Workers' compensation
|
|
1,808
|
|
|
1,540
|
|
|
298
|
|
|
—
|
|
|
(1,470
|
)
|
|
2,176
|
|
||||||
Other liability
|
|
(1,003
|
)
|
|
52
|
|
|
2,884
|
|
|
2,006
|
|
|
264
|
|
|
4,203
|
|
||||||
Commercial property
|
|
2,351
|
|
|
(204
|
)
|
|
50
|
|
|
(28
|
)
|
|
61
|
|
|
2,230
|
|
||||||
Homeowners
|
|
281
|
|
|
(166
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|
152
|
|
|
252
|
|
||||||
Bonds
|
|
2,469
|
|
|
—
|
|
|
7
|
|
|
28
|
|
|
(508
|
)
|
|
1,996
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
2,534
|
|
|
$
|
193
|
|
|
$
|
3,632
|
|
|
$
|
2,599
|
|
|
$
|
(423
|
)
|
|
$
|
8,535
|
|
Line of business
|
|
Development experienced on previously reported claims
|
|
Development associated with the change in bulk case loss reserve accident year allocation factors
|
|
Total development on previously reported claims
|
||||||
Personal auto liability
|
|
$
|
(668
|
)
|
|
$
|
—
|
|
|
$
|
(668
|
)
|
Commercial auto liability
|
|
(3,879
|
)
|
|
(142
|
)
|
|
(4,021
|
)
|
|||
Auto physical damage
|
|
(1,046
|
)
|
|
—
|
|
|
(1,046
|
)
|
|||
Workers' compensation
|
|
(1,851
|
)
|
|
—
|
|
|
(1,851
|
)
|
|||
Other liability
|
|
(878
|
)
|
|
—
|
|
|
(878
|
)
|
|||
Commercial property
|
|
(4,542
|
)
|
|
(12
|
)
|
|
(4,554
|
)
|
|||
Homeowners
|
|
(1,173
|
)
|
|
—
|
|
|
(1,173
|
)
|
|||
Bonds
|
|
(1,287
|
)
|
|
—
|
|
|
(1,287
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
(15,324
|
)
|
|
$
|
(154
|
)
|
|
$
|
(15,478
|
)
|
|
|
Year ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|||||||||||
Statutory reserves for losses and settlement expenses
|
|
354,200
|
|
|
405,683
|
|
|
502,927
|
|
|
514,576
|
|
|
521,159
|
|
|
541,254
|
|
|
529,527
|
|
|
529,672
|
|
|
558,707
|
|
|
555,089
|
|
|
584,478
|
|
Retroactive restatement of reserves in conjunction with the increase in the property and casualty insurance subsidiaries' aggregate participation in the pooling agreement
|
|
65,696
|
|
|
78,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Statutory reserves after retroactive restatement
|
|
419,896
|
|
|
484,501
|
|
|
502,927
|
|
|
514,576
|
|
|
521,159
|
|
|
541,254
|
|
|
529,527
|
|
|
529,672
|
|
|
558,707
|
|
|
555,089
|
|
|
584,478
|
|
GAAP Adjustments
|
|
(1,378
|
)
|
|
(1,364
|
)
|
|
(1,526
|
)
|
|
(1,827
|
)
|
|
(2,032
|
)
|
|
(1,459
|
)
|
|
(1,712
|
)
|
|
(2,201
|
)
|
|
(2,249
|
)
|
|
(3,380
|
)
|
|
(4,748
|
)
|
Reserves for losses and settlement expenses
|
|
418,518
|
|
|
483,137
|
|
|
501,401
|
|
|
512,749
|
|
|
519,127
|
|
|
539,795
|
|
|
527,815
|
|
|
527,471
|
|
|
556,458
|
|
|
551,709
|
|
|
579,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Paid (cumulative) as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
137,875
|
|
|
139,665
|
|
|
125,043
|
|
|
137,265
|
|
|
140,127
|
|
|
149,229
|
|
|
132,655
|
|
|
146,193
|
|
|
163,034
|
|
|
167,268
|
|
|
—
|
|
Two years later
|
|
221,724
|
|
|
210,516
|
|
|
202,851
|
|
|
217,804
|
|
|
221,285
|
|
|
221,157
|
|
|
210,418
|
|
|
228,455
|
|
|
252,631
|
|
|
—
|
|
|
—
|
|
Three years later
|
|
272,448
|
|
|
265,049
|
|
|
257,114
|
|
|
268,933
|
|
|
266,267
|
|
|
271,762
|
|
|
262,742
|
|
|
283,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Four years later
|
|
302,862
|
|
|
298,997
|
|
|
290,940
|
|
|
297,075
|
|
|
297,348
|
|
|
305,261
|
|
|
296,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Five years later
|
|
324,775
|
|
|
320,136
|
|
|
309,532
|
|
|
316,320
|
|
|
320,676
|
|
|
328,652
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Six years later
|
|
339,633
|
|
|
333,478
|
|
|
323,175
|
|
|
334,151
|
|
|
336,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Seven years later
|
|
349,338
|
|
|
344,311
|
|
|
337,044
|
|
|
345,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Eight years later
|
|
357,310
|
|
|
356,220
|
|
|
346,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nine years later
|
|
366,993
|
|
|
364,535
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ten years later
|
|
373,695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves re-estimated as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
418,518
|
|
|
483,137
|
|
|
501,401
|
|
|
512,749
|
|
|
519,127
|
|
|
539,795
|
|
|
527,815
|
|
|
527,471
|
|
|
556,458
|
|
|
551,709
|
|
|
579,730
|
|
One year later
|
|
445,221
|
|
|
467,729
|
|
|
459,485
|
|
|
474,011
|
|
|
483,819
|
|
|
491,173
|
|
|
477,066
|
|
|
494,372
|
|
|
530,725
|
|
|
538,924
|
|
|
—
|
|
Two years later
|
|
445,378
|
|
|
448,803
|
|
|
446,279
|
|
|
460,931
|
|
|
464,515
|
|
|
469,576
|
|
|
461,732
|
|
|
487,289
|
|
|
518,626
|
|
|
—
|
|
|
—
|
|
Three years later
|
|
437,123
|
|
|
444,910
|
|
|
437,589
|
|
|
449,500
|
|
|
447,685
|
|
|
459,076
|
|
|
457,524
|
|
|
487,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Four years later
|
|
437,559
|
|
|
436,690
|
|
|
429,680
|
|
|
437,096
|
|
|
445,162
|
|
|
461,072
|
|
|
454,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Five years later
|
|
432,891
|
|
|
431,878
|
|
|
423,365
|
|
|
436,838
|
|
|
445,272
|
|
|
458,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Six years later
|
|
430,665
|
|
|
428,737
|
|
|
421,851
|
|
|
438,029
|
|
|
444,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Seven years later
|
|
427,508
|
|
|
427,354
|
|
|
424,004
|
|
|
437,091
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Eight years later
|
|
426,359
|
|
|
430,547
|
|
|
424,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nine years later
|
|
429,460
|
|
|
432,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ten years later
|
|
431,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative redundancy (deficiency)
|
|
(13,440
|
)
|
|
50,507
|
|
|
76,536
|
|
|
75,658
|
|
|
74,751
|
|
|
81,181
|
|
|
72,826
|
|
|
40,426
|
|
|
37,832
|
|
|
12,785
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross loss and settlement expense reserves - end of year (A)
|
|
444,901
|
|
|
515,509
|
|
|
544,051
|
|
|
548,358
|
|
|
551,005
|
|
|
572,804
|
|
|
555,986
|
|
|
556,533
|
|
|
593,300
|
|
|
583,099
|
|
|
609,848
|
|
Reinsurance receivables
|
|
26,383
|
|
|
32,372
|
|
|
42,650
|
|
|
35,609
|
|
|
31,878
|
|
|
33,009
|
|
|
28,171
|
|
|
29,062
|
|
|
36,842
|
|
|
31,390
|
|
|
30,118
|
|
Net loss and settlement expense reserves - end of year
|
|
418,518
|
|
|
483,137
|
|
|
501,401
|
|
|
512,749
|
|
|
519,127
|
|
|
539,795
|
|
|
527,815
|
|
|
527,471
|
|
|
556,458
|
|
|
551,709
|
|
|
579,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross re-estimated reserves - latest (B)
|
|
465,726
|
|
|
465,689
|
|
|
464,415
|
|
|
469,560
|
|
|
479,282
|
|
|
494,542
|
|
|
486,758
|
|
|
518,172
|
|
|
563,627
|
|
|
586,704
|
|
|
609,848
|
|
Re-estimated reinsurance receivables - latest
|
|
33,768
|
|
|
33,059
|
|
|
39,550
|
|
|
32,469
|
|
|
34,906
|
|
|
35,928
|
|
|
31,769
|
|
|
31,127
|
|
|
45,001
|
|
|
47,780
|
|
|
30,118
|
|
Net re-estimated reserves - latest
|
|
431,958
|
|
|
432,630
|
|
|
424,865
|
|
|
437,091
|
|
|
444,376
|
|
|
458,614
|
|
|
454,989
|
|
|
487,045
|
|
|
518,626
|
|
|
538,924
|
|
|
579,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross cumulative redundancy (deficiency) (A-B)
|
|
(20,825
|
)
|
|
49,820
|
|
|
79,636
|
|
|
78,798
|
|
|
71,723
|
|
|
78,262
|
|
|
69,228
|
|
|
38,361
|
|
|
29,673
|
|
|
(3,605
|
)
|
|
—
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Losses and settlement expenses incurred:
|
|
|
|
|
|
|
||||||
Asbestos:
|
|
|
|
|
|
|
||||||
Property and casualty insurance
|
|
$
|
2,537
|
|
|
$
|
4,095
|
|
|
$
|
958
|
|
Reinsurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2,537
|
|
|
4,095
|
|
|
958
|
|
|||
Environmental:
|
|
|
|
|
|
|
|
|
|
|||
Property and casualty insurance
|
|
(16
|
)
|
|
(119
|
)
|
|
99
|
|
|||
Reinsurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
(16
|
)
|
|
(119
|
)
|
|
99
|
|
|||
Total losses and settlement expenses incurred
|
|
$
|
2,521
|
|
|
$
|
3,976
|
|
|
$
|
1,057
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Loss and settlement expense reserves:
|
|
|
|
|
|
|
||||||
Asbestos:
|
|
|
|
|
|
|
||||||
Property and casualty insurance
|
|
$
|
7,579
|
|
|
$
|
7,261
|
|
|
$
|
5,175
|
|
Reinsurance
|
|
428
|
|
|
452
|
|
|
485
|
|
|||
|
|
8,007
|
|
|
7,713
|
|
|
5,660
|
|
|||
Environmental:
|
|
|
|
|
|
|
|
|
|
|||
Property and casualty insurance
|
|
216
|
|
|
338
|
|
|
545
|
|
|||
Reinsurance
|
|
727
|
|
|
727
|
|
|
728
|
|
|||
|
|
943
|
|
|
1,065
|
|
|
1,273
|
|
|||
Total loss and settlement expense reserves
|
|
$
|
8,950
|
|
|
$
|
8,778
|
|
|
$
|
6,933
|
|
Type of reinsurance treaty
|
|
Retention
|
|
Limits
|
||
Property per risk
|
|
$
|
4,000
|
|
|
100 percent of $61,000
|
Property catastrophe
|
|
$
|
19,708
|
|
|
95 percent of $175,000
|
Casualty
|
|
$
|
3,200
|
|
|
97 percent of $38,000
|
Workers' compensation excess
|
|
$
|
—
|
|
|
$40,000 excess of $40,000
|
Umbrella
|
|
$
|
2,500
|
|
|
100 percent of $12,500
|
Fidelity
|
|
$
|
2,150
|
|
|
95 percent of $3,000
|
Surety
|
|
$
|
3,650
|
|
|
91 percent of $18,000
|
Boiler - commercial lines
|
|
$
|
—
|
|
|
100 percent of $100,000
|
Boiler - personal lines
|
|
$
|
—
|
|
|
100 percent of $50
|
Employment practices liability
|
|
$
|
—
|
|
|
100 percent of $1,000
|
Data compromise
|
|
$
|
—
|
|
|
100 percent of $250
|
Identity recovery
|
|
$
|
—
|
|
|
100 percent of $25
|
Property per risk, property catastrophe and casualty coverages
|
|
Percent of total reinsurance protection
|
|
A.M. Best rating
|
||
Underwriters at Lloyd's of London
|
|
25.3
|
%
|
|
|
A
|
Mutual Reinsurance Bureau
|
|
17.0
|
%
|
|
|
(1)
|
Hannover Ruckversicherung AG
|
|
11.0
|
%
|
|
|
A+
|
Scor Global P&C SE
|
|
5.0
|
%
|
|
|
A
|
Swiss Reinsurance America Corporation
|
|
4.8
|
%
|
|
|
A+
|
R + V Versicherung AG
|
|
4.1
|
%
|
|
|
(2)
|
Platinum Underwriters Reinsurance, Inc.
|
|
4.0
|
%
|
|
|
A
|
Amlin Bermuda LTD
|
|
3.7
|
%
|
|
|
A
|
MAPFRE Re Compania De Reaseguros, SA
|
|
3.6
|
%
|
|
|
A
|
QBE Reinsurance Corporation
|
|
3.2
|
%
|
|
|
A
|
|
|
|
|
|
|
|
Workers' compenstion excess coverage
|
|
|
|
|
|
|
Underwriters at Lloyd's of London
|
|
40.9
|
%
|
|
|
A
|
Tokio Millennium Re Ltd.
|
|
25.0
|
%
|
|
|
A++
|
Allied World Assurance Company Ltd.
|
|
20.0
|
%
|
|
|
A
|
Munich Reinsurance America Inc.
|
|
10.0
|
%
|
|
|
A+
|
Amlin Bermuda LTD
|
|
4.1
|
%
|
|
|
A
|
|
|
|
|
|
|
|
Umbrella coverage
|
|
|
|
|
|
|
Transatlantic Reinsurance Company
|
|
20.0
|
%
|
|
|
A
|
Swiss Reinsurance America Corporation
|
|
20.0
|
%
|
|
|
A+
|
Hannover Ruckversicherung AG
|
|
20.0
|
%
|
|
|
A+
|
TOA Reinsurance Company of America
|
|
17.5
|
%
|
|
|
A+
|
QBE Reinsurance Corporation
|
|
12.5
|
%
|
|
|
A
|
Axis Reinsurance Company
|
|
10.0
|
%
|
|
|
A
|
|
|
|
|
|
|
|
Fidelity and surety coverages
|
|
|
|
|
|
|
Transatlantic Reinsurance Company
|
|
40.0
|
%
|
|
|
A
|
Hannover Ruckversicherung AG
|
|
22.2
|
%
|
|
|
A+
|
Axis Reinsurance Company
|
|
13.2
|
%
|
|
|
A
|
Odyssey America Reinsurance Corp.
|
|
12.3
|
%
|
|
|
A
|
Everest Reinsurance Company
|
|
12.3
|
%
|
|
|
A+
|
|
|
|
|
|
|
|
Boiler - commercial lines coverage
|
|
|
|
|
|
|
Hartford Steam Boiler Inspection and Insurance Company
|
|
100.0
|
%
|
|
|
A++
|
|
|
|
|
|
|
|
Boiler - personal lines coverage
|
|
|
|
|
|
|
Factory Mutual Insurance Company
|
|
100.0
|
%
|
|
|
A+
|
|
|
|
|
|
|
|
Employment practices liability coverage
|
|
|
|
|
|
|
Hartford Steam Boiler Inspection and Insurance Company
|
|
100.0
|
%
|
|
|
A++
|
|
|
|
|
|
|
|
Data compromise and identity recovery
|
|
|
|
|
|
|
Hartford Steam Boiler Inspection and Insurance Company
|
|
100.0
|
%
|
|
|
A++
|
(1)
|
MRB is composed of Employers Mutual and four other unaffiliated mutual insurance companies. MRB is backed by the financial strength of the five member companies. Three of the other member companies have an “A” (Excellent) rating and the fourth has a “B++” (Good) rating from A.M. Best.
|
(2)
|
R + V Versicherung AG is not rated by A.M. Best, but maintains an AA- rating from Standard & Poor’s.
|
|
|
Premiums written ceded
|
||||||||||
Reinsurer
|
|
Property and casualty insurance segment
|
|
Reinsurance segment
|
|
Total
|
||||||
Mutual Reinsurance Bureau
|
|
$
|
599
|
|
|
$
|
17,849
|
|
|
$
|
18,448
|
|
Hartford Steam Boiler Inspection and Insurance Company
|
|
8,400
|
|
|
—
|
|
|
8,400
|
|
|||
Underwriters at Lloyd's of London
|
|
2,671
|
|
|
—
|
|
|
2,671
|
|
|||
Hannover Ruckversicherung AG
|
|
2,121
|
|
|
—
|
|
|
2,121
|
|
|||
Country Mutual Insurance Company
|
|
—
|
|
|
1,944
|
|
|
1,944
|
|
|||
Swiss Reinsurance America Corporation
|
|
1,138
|
|
|
—
|
|
|
1,138
|
|
|||
Transatlantic Reinsurance Company
|
|
965
|
|
|
—
|
|
|
965
|
|
|||
TOA Reinsurance Company of America
|
|
768
|
|
|
—
|
|
|
768
|
|
|||
QBE Reinsurance Company
|
|
697
|
|
|
—
|
|
|
697
|
|
|||
Axis Reinsurance Company
|
|
558
|
|
|
—
|
|
|
558
|
|
|||
Other Reinsurers
|
|
4,974
|
|
|
709
|
|
|
5,683
|
|
|||
Total
|
|
$
|
22,891
|
|
|
$
|
20,502
|
|
|
$
|
43,393
|
|
Reinsurer
|
|
Property and casualty insurance segment
|
||
Michigan Catastrophic Claims Association
|
|
$
|
615
|
|
Other Reinsurers
|
|
164
|
|
|
Total
|
|
$
|
779
|
|
|
|
Amount recoverable
|
|
|
|
|
|||||||||||
|
|
Property and casualty insurance segment
|
|
Reinsurance segment
|
|
Total
|
|
Percent of total
|
|
A.M. Best rating
|
|||||||
Mutual Reinsurance Bureau
|
|
$
|
404
|
|
|
$
|
8,075
|
|
|
$
|
8,479
|
|
|
19.1
|
%
|
|
(1)
|
Michigan Catastrophic Claims Association
|
|
6,728
|
|
|
—
|
|
|
6,728
|
|
|
15.1
|
|
|
(2)
|
|||
Hartford Steam Boiler Inspection and Insurance Company
|
|
4,556
|
|
|
—
|
|
|
4,556
|
|
|
10.2
|
|
|
A++
|
|||
Wisconsin Compensation Rating Bureau
|
|
4,498
|
|
|
—
|
|
|
4,498
|
|
|
10.1
|
|
|
(2)
|
|||
Country Mutual Insurance Company
|
|
—
|
|
|
2,451
|
|
|
2,451
|
|
|
5.5
|
|
|
A+
|
|||
Workers' Compensation Reinsurance Association of Minnesota
|
|
2,203
|
|
|
—
|
|
|
2,203
|
|
|
5.0
|
|
|
(2)
|
|||
General Reinsurance Corporation
|
|
2,166
|
|
|
—
|
|
|
2,166
|
|
|
4.9
|
|
|
A++
|
|||
Hannover Ruckversicherung AG
|
|
1,920
|
|
|
—
|
|
|
1,920
|
|
|
4.3
|
|
|
A+
|
|||
Transatlantic Reinsurance Company
|
|
1,130
|
|
|
—
|
|
|
1,130
|
|
|
2.5
|
|
|
A
|
|||
Toa Reinsurance Company of America
|
|
1,049
|
|
|
—
|
|
|
1,049
|
|
|
2.4
|
|
|
A+
|
|||
Other Reinsurers
|
|
8,986
|
|
|
311
|
|
|
9,297
|
|
|
20.9
|
|
|
|
|||
|
|
$
|
33,640
|
|
|
$
|
10,837
|
|
|
$
|
44,477
|
|
(3)
|
100.0
|
%
|
|
|
(1)
|
MRB is composed of Employers Mutual and four other unaffiliated mutual insurance companies. MRB is backed by the financial strength of the five member companies. Three of the other member companies have an “A” (Excellent) rating and the fourth has a “B++” (Good) rating from A.M. Best.
|
(2)
|
Amounts recoverable reflect the property and casualty insurance subsidiaries’ aggregate pool participation percentage of amounts ceded to these organizations by Employers Mutual in connection with its role as “service carrier.” Under these arrangements, Employers Mutual writes business for these organizations on a direct basis and then cedes the business (typically at 100 percent) to these organizations. Credit risk associated with these amounts is minimal as all companies participating in these organizations are responsible for the liabilities of such organizations on a pro rata basis.
|
(3)
|
The total amount recoverable at December 31,
2013
represents
$4,432
in paid losses and settlement expenses,
$30,118
in unpaid losses and settlement expenses,
$210
in unpaid contingent commissions, and
$9,717
in prepaid reinsurance premiums.
|
|
|
Year ended December 31, 2013
|
||||||||||
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
368,532
|
|
|
$
|
—
|
|
|
$
|
368,532
|
|
Assumed from nonaffiliates
|
|
3,501
|
|
|
162,291
|
|
|
165,792
|
|
|||
Assumed from affiliates
|
|
425,218
|
|
|
—
|
|
|
425,218
|
|
|||
Ceded to nonaffiliates
|
|
(23,670
|
)
|
|
(20,502
|
)
|
|
(44,172
|
)
|
|||
Ceded to affiliates
|
|
(368,532
|
)
|
|
(12,761
|
)
|
|
(381,293
|
)
|
|||
Net premiums written
|
|
$
|
405,049
|
|
|
$
|
129,028
|
|
|
$
|
534,077
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
361,010
|
|
|
$
|
—
|
|
|
$
|
361,010
|
|
Assumed from nonaffiliates
|
|
3,275
|
|
|
151,978
|
|
|
155,253
|
|
|||
Assumed from affiliates
|
|
412,665
|
|
|
—
|
|
|
412,665
|
|
|||
Ceded to nonaffiliates
|
|
(23,221
|
)
|
|
(16,430
|
)
|
|
(39,651
|
)
|
|||
Ceded to affiliates
|
|
(361,010
|
)
|
|
(12,761
|
)
|
|
(373,771
|
)
|
|||
Net premiums earned
|
|
$
|
392,719
|
|
|
$
|
122,787
|
|
|
$
|
515,506
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
237,109
|
|
|
$
|
—
|
|
|
$
|
237,109
|
|
Assumed from nonaffiliates
|
|
2,281
|
|
|
80,854
|
|
|
83,135
|
|
|||
Assumed from affiliates
|
|
267,292
|
|
|
1,199
|
|
|
268,491
|
|
|||
Ceded to nonaffiliates
|
|
(8,656
|
)
|
|
(8,860
|
)
|
|
(17,516
|
)
|
|||
Ceded to affiliates
|
|
(237,109
|
)
|
|
(823
|
)
|
|
(237,932
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
260,917
|
|
|
$
|
72,370
|
|
|
$
|
333,287
|
|
|
|
Year ended December 31, 2012
|
||||||||||
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
341,306
|
|
|
$
|
—
|
|
|
$
|
341,306
|
|
Assumed from nonaffiliates
|
|
2,459
|
|
|
121,500
|
|
|
123,959
|
|
|||
Assumed from affiliates
|
|
390,982
|
|
|
—
|
|
|
390,982
|
|
|||
Ceded to nonaffiliates
|
|
(22,206
|
)
|
|
(2,338
|
)
|
|
(24,544
|
)
|
|||
Ceded to affiliates
|
|
(341,306
|
)
|
|
(11,916
|
)
|
|
(353,222
|
)
|
|||
Net premiums written
|
|
$
|
371,235
|
|
|
$
|
107,246
|
|
|
$
|
478,481
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
328,227
|
|
|
$
|
—
|
|
|
$
|
328,227
|
|
Assumed from nonaffiliates
|
|
2,297
|
|
|
119,502
|
|
|
121,799
|
|
|||
Assumed from affiliates
|
|
377,690
|
|
|
—
|
|
|
377,690
|
|
|||
Ceded to nonaffiliates
|
|
(22,848
|
)
|
|
(5,879
|
)
|
|
(28,727
|
)
|
|||
Ceded to affiliates
|
|
(328,227
|
)
|
|
(11,916
|
)
|
|
(340,143
|
)
|
|||
Net premiums earned
|
|
$
|
357,139
|
|
|
$
|
101,707
|
|
|
$
|
458,846
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
193,122
|
|
|
$
|
—
|
|
|
$
|
193,122
|
|
Assumed from nonaffiliates
|
|
1,718
|
|
|
83,987
|
|
|
85,705
|
|
|||
Assumed from affiliates
|
|
237,723
|
|
|
962
|
|
|
238,685
|
|
|||
Ceded to nonaffiliates
|
|
(5,549
|
)
|
|
(5,528
|
)
|
|
(11,077
|
)
|
|||
Ceded to affiliates
|
|
(193,121
|
)
|
|
(9,926
|
)
|
|
(203,047
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
233,893
|
|
|
$
|
69,495
|
|
|
$
|
303,388
|
|
|
|
Year ended December 31, 2011
|
||||||||||
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
301,829
|
|
|
$
|
—
|
|
|
$
|
301,829
|
|
Assumed from nonaffiliates
|
|
1,611
|
|
|
123,275
|
|
|
124,886
|
|
|||
Assumed from affiliates
|
|
356,622
|
|
|
—
|
|
|
356,622
|
|
|||
Ceded to nonaffiliates
|
|
(24,939
|
)
|
|
(16,060
|
)
|
|
(40,999
|
)
|
|||
Ceded to affiliates
|
|
(301,829
|
)
|
|
(10,722
|
)
|
|
(312,551
|
)
|
|||
Net premiums written
|
|
$
|
333,294
|
|
|
$
|
96,493
|
|
|
$
|
429,787
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
283,483
|
|
|
$
|
—
|
|
|
$
|
283,483
|
|
Assumed from nonaffiliates
|
|
1,542
|
|
|
122,065
|
|
|
123,607
|
|
|||
Assumed from affiliates
|
|
344,669
|
|
|
—
|
|
|
344,669
|
|
|||
Ceded to nonaffiliates
|
|
(24,562
|
)
|
|
(16,590
|
)
|
|
(41,152
|
)
|
|||
Ceded to affiliates
|
|
(283,483
|
)
|
|
(10,722
|
)
|
|
(294,205
|
)
|
|||
Net premiums earned
|
|
$
|
321,649
|
|
|
$
|
94,753
|
|
|
$
|
416,402
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
249,430
|
|
|
$
|
—
|
|
|
$
|
249,430
|
|
Assumed from nonaffiliates
|
|
1,619
|
|
|
122,681
|
|
|
124,300
|
|
|||
Assumed from affiliates
|
|
264,217
|
|
|
732
|
|
|
264,949
|
|
|||
Ceded to nonaffiliates
|
|
(14,387
|
)
|
|
(16,010
|
)
|
|
(30,397
|
)
|
|||
Ceded to affiliates
|
|
(249,430
|
)
|
|
(15,878
|
)
|
|
(265,308
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
251,449
|
|
|
$
|
91,525
|
|
|
$
|
342,974
|
|
•
|
“Direct” represents business produced by the property and casualty insurance subsidiaries.
|
•
|
“Assumed from nonaffiliates” for the property and casualty insurance subsidiaries represents their aggregate
30 percent
pool participation percentage of involuntary business assumed by the pool participants pursuant to state law. For the reinsurance subsidiary, this line represents the reinsurance business assumed through the quota share agreement (including “fronting” activities initiated by Employers Mutual) and the business assumed outside the quota share agreement. Contractual changes in 2012 on selected accounts resulted in a reduction in "fronting" activity.
|
•
|
“Assumed from affiliates” for the property and casualty insurance subsidiaries represents their aggregate
30 percent
pool participation percentage of all the pool members’ direct business. The amounts reported under the caption “Losses and settlement expenses incurred” also include claim-related services provided by Employers Mutual that are allocated to the property and casualty insurance subsidiaries and the reinsurance subsidiary.
|
•
|
“Ceded to nonaffiliates” for the property and casualty insurance subsidiaries represents their aggregate
30 percent
pool participation percentage of 1) the amounts ceded to nonaffiliated reinsurance companies in accordance with the terms of the reinsurance agreements providing protection to the pool and each of its participants, and 2) the amounts ceded on a mandatory basis to state organizations in connection with various programs. For the reinsurance subsidiary, this line includes reinsurance business that is ceded to other insurance companies in connection with “fronting” activities initiated by Employers Mutual. Contractual changes in 2012 on selected accounts resulted in a reduction in "fronting" activity.
|
•
|
“Ceded to affiliates” for the property and casualty insurance subsidiaries represents the cession of their direct business to Employers Mutual under the terms of the pooling agreement. For the reinsurance subsidiary this line represents amounts ceded to Employers Mutual under the terms of the excess of loss reinsurance agreement.
|
|
|
December 31, 2013
|
|||||||||||||
|
|
Amortized
cost |
|
Fair
value |
|
Percent of total
fair value |
|
Carrying
value |
|||||||
Fixed maturity securities available-for-sale
|
|
$
|
1,009,572
|
|
|
$
|
1,027,984
|
|
|
81.8
|
%
|
|
$
|
1,027,984
|
|
Equity securities available-for-sale
|
|
113,835
|
|
|
169,848
|
|
|
13.5
|
|
|
169,848
|
|
|||
Short-term investments
|
|
56,166
|
|
|
56,166
|
|
|
4.5
|
|
|
56,166
|
|
|||
Other long-term investments
|
|
2,392
|
|
|
2,392
|
|
|
0.2
|
|
|
2,392
|
|
|||
|
|
$
|
1,181,965
|
|
|
$
|
1,256,390
|
|
|
100.0
|
%
|
|
$
|
1,256,390
|
|
|
|
Percent of equity portfolio
|
|
Energy
|
|
13.2
|
%
|
Healthcare
|
|
13.7
|
|
Financial services
|
|
17.9
|
|
Consumer discretionary
|
|
13.2
|
|
Information technology
|
|
11.8
|
|
Consumer staples
|
|
8.2
|
|
Industrials
|
|
10.8
|
|
Other
|
|
11.2
|
|
|
|
100.0
|
%
|
NAME
|
|
AGE
|
|
POSITION
|
Jason R. Bogart
|
|
52
|
|
Senior Vice President of the Company and Senior Vice President of Branch Operations of Employers Mutual since 2013. Vice President of the Company and Vice President of Branch Operations of Employers Mutual from 2010 to 2013. He was Resident Vice President-Lansing Branch of Employers Mutual from 2003 until 2010. He has been employed by Employers Mutual since 1993.
|
Rodney D. Hanson
|
|
58
|
|
Senior Vice President-Productivity & Technology of the Company and Employers Mutual since 2013. Vice President-Productivity & Technology of the Company and Employers Mutual from 2003 to 2013. He has been employed by Employers Mutual since 1978.
|
Richard W. Hoffmann
|
|
60
|
|
Vice President, General Counsel and Secretary of the Company and Vice President and General Counsel of Employers Mutual since 2001. He has been employed by Employers Mutual since 1989.
|
Kevin J. Hovick
|
|
59
|
|
Executive Vice President and Chief Operating Officer of the Company and of Employers Mutual since 2011. Senior Vice President-Business Development of the Company from 2004 until 2011 and Employers Mutual from 2001 until 2011. He was Vice President-Marketing of Employers Mutual from 1997 to 2001. He has been employed by Employers Mutual since 1979.
|
Ronald W. Jean
|
|
64
|
|
Executive Vice President for Corporate Development of the Company and Employers Mutual since 2000. He was Senior Vice President-Actuary of the Company and Employers Mutual from 1997 until 2000. He was Vice President-Actuary of the Company and Employers Mutual from 1985 until 1997. He has been employed by Employers Mutual since 1979.
|
Scott R. Jean
|
|
42
|
|
Vice President-Chief Actuary of the Company and of Employers Mutual since 2009. He has been employed by Employers Mutual since 1993. He is the son of Ronald W. Jean listed above.
|
Bruce G. Kelley
|
|
59
|
|
President and Chief Executive Officer of the Company and of Employers Mutual since 1992. Treasurer of Employers Mutual from 1996 until 2000 and the Company from 1996 until February 2001. He was President and Chief Operating Officer of the Company and Employers Mutual from 1991 to 1992 and was Executive Vice President of the Company and Employers Mutual from 1989 to 1991. He has been employed by Employers Mutual since 1985.
|
Robert L. Link
|
|
56
|
|
Senior Vice President and Corporate Secretary-Administration of the Company and Senior Vice President and Corporate Secretary of Employers Mutual since 2012. He was Vice President-Administration of the Company from 2007 to 2012 and Vice President and Secretary of Employers Mutual from 2005 to 2012. He has been employed by Employers Mutual since 1977.
|
Mick A. Lovell
|
|
51
|
|
Vice President of the Company and Vice President-Business Development of Employers Mutual since 2011. He was Assistant Vice President of the Company and Assistant Vice President-Director of Product Management of Employers Mutual from 2003 to 2011. He has been employed by Employers Mutual since 2003.
|
Elizabeth A. Nigut
|
|
44
|
|
Vice President of the Company and Vice President-Human Resources of Employers Mutual since 2010. She has been employed by Employers Mutual since 2010. Prior to her employment with Employers Mutual she was employed by the Des Moines Independent Community School District as General Counsel.
|
Mark E. Reese
|
|
56
|
|
Senior Vice President and Chief Financial Officer of the Company and of Employers Mutual since 2004. He was Vice President of the Company and Employers Mutual from 1996 until 2004 and has been Chief Financial Officer of the Company and Employers Mutual since 1997. He has been employed by Employers Mutual since 1984.
|
Lisa A. Simonetta
|
|
54
|
|
Senior Vice President-Claims of the Company and Employers Mutual since 2013. She was Vice President Claims-Legal of the Company and Vice President of Employers Mutual from 2002 to 2013. She has been employed by Employers Mutual since 1992.
|
Lisa A. Stange
|
|
48
|
|
Vice President-Chief Investment Officer and Treasurer of the Company and Employers Mutual since 2010. She has been employed by Employers Mutual since 2009 and has announced her resignation effective March 13, 2014.
|
•
|
the Company and Employers Mutual must establish the relative participation interests of all the participating insurers in the pooling arrangement, along with other terms of the pooling agreement;
|
•
|
the Company and Employers Mutual must establish the terms of the quota share and excess of loss agreements between Employers Mutual and the Company’s reinsurance subsidiary;
|
•
|
the Company and Employers Mutual must establish the terms (including the interest rate, which is reviewed every five years) of the surplus notes issued by the Company’s property and casualty insurance subsidiaries to Employers Mutual;
|
•
|
the Company and Employers Mutual must establish the terms (including the interest rate) of any inter-company loans between Employers Mutual and any of the Company’s insurance company subsidiaries;
|
•
|
the Company and Employers Mutual must make judgments about the allocation of expenses to the Company and its subsidiaries and to Employers Mutual’s subsidiaries that do not participate in the pooling agreement; and
|
•
|
the Company may enter into other transactions and contractual relationships with Employers Mutual and its subsidiaries or affiliates.
|
•
|
competition in the insurance industry to attract independent agents;
|
•
|
the pool participants’ requirement that independent agents adhere to disciplined underwriting standards; and
|
•
|
the pool participants’ ability to pay competitive and attractive commissions, profit share bonuses and other incentives to independent agents as compensation for selling their products.
|
•
|
market risk, which is the risk that the Company’s invested assets will decrease in value due to:
|
•
|
an increase in interest rates or a change in the prevailing market yields on its investments,
|
•
|
an unfavorable change in the liquidity of an investment, or
|
•
|
an unfavorable change in the financial prospects, or a downgrade in the credit rating, of the issuer of an investment;
|
•
|
reinvestment risk, which is the risk that interest rates will decline and funds reinvested will earn less investment income than previously earned; and
|
•
|
liquidity risk, which is the risk that the Company may have to sell assets at an undesirable time and/or price to provide cash for the payment of claims.
|
•
|
disclosure, and in some cases prior approval, of transactions between members of an insurance holding company system;
|
•
|
acquisition or disposition of an insurance company, or of any company controlling an insurance company;
|
•
|
involuntary assignments of high-risk policies, participation in reinsurance facilities and underwriting associations, and assessments and other governmental charges;
|
•
|
use of non-public consumer information and related privacy issues; and
|
•
|
use of credit history in underwriting and rating.
|
•
|
the election of the Company’s entire board of directors, which in turn determines its management and policies;
|
•
|
the outcome of any corporate transaction or other matter submitted to the Company’s stockholders for approval, including mergers or other transactions providing for a change of control; and
|
•
|
the amendment of the Company’s organizational documents.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
PART II
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividends
|
|
High
|
|
Low
|
|
Dividends
|
||||||||||||
1st Quarter
|
|
$
|
27.40
|
|
|
$
|
23.18
|
|
|
$
|
0.21
|
|
|
$
|
24.28
|
|
|
$
|
19.48
|
|
|
$
|
0.20
|
|
2nd Quarter
|
|
29.29
|
|
|
25.27
|
|
|
0.21
|
|
|
21.25
|
|
|
19.00
|
|
|
0.20
|
|
||||||
3rd Quarter
|
|
30.77
|
|
|
25.43
|
|
|
0.21
|
|
|
22.32
|
|
|
19.05
|
|
|
0.20
|
|
||||||
4th Quarter
|
|
35.48
|
|
|
27.04
|
|
|
0.23
|
|
|
24.04
|
|
|
19.85
|
|
|
0.21
|
|
||||||
Close on Dec. 31
|
|
30.62
|
|
|
|
|
|
|
|
|
23.88
|
|
|
|
|
|
|
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
EMC Insurance Group Inc
|
|
$
|
100.00
|
|
|
$
|
86.72
|
|
|
$
|
94.39
|
|
|
$
|
89.17
|
|
|
$
|
107.75
|
|
|
$
|
142.53
|
|
NASDAQ Composite Index
|
|
100.00
|
|
|
144.88
|
|
|
170.58
|
|
|
171.30
|
|
|
199.99
|
|
|
283.39
|
|
||||||
Peer Group Index
|
|
100.00
|
|
|
92.35
|
|
|
118.77
|
|
|
128.06
|
|
|
149.40
|
|
|
191.71
|
|
Period
|
|
(a) Total
number of shares (or units) purchased (1) |
|
(b) Average
price paid per share (or unit) |
|
(c) Total number
of shares (or units) purchased as part of publicly announced plans or programs (2) |
|
(d) Maximum number
(or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (2 & 3) |
||||||
10/1/13 - 10/31/13
|
|
54
|
|
|
$
|
31.47
|
|
|
—
|
|
|
$
|
19,491
|
|
11/1/13 - 11/30/13
|
|
22
|
|
|
29.24
|
|
|
—
|
|
|
19,491
|
|
||
12/1/13 - 12/31/13
|
|
8,131
|
|
|
30.18
|
|
|
—
|
|
|
19,491
|
|
||
Total
|
|
8,207
|
|
|
$
|
30.18
|
|
|
—
|
|
|
|
|
(1)
|
Included in this column are
54
,
22
and
982
shares purchased in the open market in October, November and December, respectively, to fulfill the Company's obligations under its dividend reinvestment and common stock purchase plan.
7,149
shares were purchased in the open market during December to fulfill obligations under Employers Mutual’s employee stock purchase plan.
|
(2)
|
On November 3, 2011, the Company’s Board of Directors authorized a $15,000 stock repurchase program. This program became effective immediately and does not have an expiration date. No purchases have been made under this program.
|
(3)
|
On May 12, 2005, the Company announced that its parent company, Employers Mutual, had initiated a $15,000 stock purchase program under which Employers Mutual would purchase shares of the Company’s common stock in the open market. This purchase program became effective immediately and does not have an expiration date; however, this program has been dormant while the Company’s repurchase programs have been in effect. A total of
$4,491
remains in this program.
|
Plan category
|
|
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
1,135,206
|
|
|
$
|
22.17
|
|
|
2,047,737
|
|
Equity compensation plans not approved by security holders (2)
|
|
—
|
|
|
—
|
|
|
196,165
|
|
|
Total
|
|
1,135,206
|
|
|
$
|
22.17
|
|
|
2,243,902
|
|
(1)
|
Consists of Employers Mutual’s 2007 Stock Incentive Plan, 2003 Incentive Stock Option Plan and 2008 Employee Stock Purchase Plan. Securities available for future issuance includes 793,699 shares that may be issued in the form of restricted stock, restricted stock units, performance shares, performance units or other stock-based awards under Employers Mutual's 2007 Stock Incentive Plan.
|
(2)
|
Consists of Employers Mutual’s 2013 Non-Employee Director Stock Purchase Plan.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||||||
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Insurance premiums earned
|
|
$
|
515,506
|
|
|
$
|
458,846
|
|
|
$
|
416,402
|
|
|
$
|
389,122
|
|
|
$
|
384,011
|
|
|
$
|
389,318
|
|
|
$
|
393,059
|
|
Investment income, net
|
|
43,022
|
|
|
44,145
|
|
|
46,111
|
|
|
49,489
|
|
|
47,759
|
|
|
48,403
|
|
|
48,482
|
|
|||||||
Realized investment gains (losses)
|
|
8,997
|
|
|
8,017
|
|
|
9,303
|
|
|
3,869
|
|
|
17,922
|
|
|
(24,456
|
)
|
|
3,724
|
|
|||||||
Other income
|
|
826
|
|
|
860
|
|
|
828
|
|
|
783
|
|
|
756
|
|
|
627
|
|
|
545
|
|
|||||||
Total revenues
|
|
568,351
|
|
|
511,868
|
|
|
472,644
|
|
|
443,263
|
|
|
450,448
|
|
|
413,892
|
|
|
445,810
|
|
|||||||
Losses and expenses
|
|
507,498
|
|
|
460,234
|
|
|
483,636
|
|
|
400,814
|
|
|
389,021
|
|
|
425,132
|
|
|
387,171
|
|
|||||||
Income (loss) before income tax expense (benefit)
|
|
60,853
|
|
|
51,634
|
|
|
(10,992
|
)
|
|
42,449
|
|
|
61,427
|
|
|
(11,240
|
)
|
|
58,639
|
|
|||||||
Income tax expense (benefit)
|
|
17,334
|
|
|
13,668
|
|
|
(8,255
|
)
|
|
11,100
|
|
|
16,770
|
|
|
(8,917
|
)
|
|
16,343
|
|
|||||||
Net income (loss)
|
|
$
|
43,519
|
|
|
$
|
37,966
|
|
|
$
|
(2,737
|
)
|
|
$
|
31,349
|
|
|
$
|
44,657
|
|
|
$
|
(2,323
|
)
|
|
$
|
42,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss) per common share - basic and diluted:
|
|
$
|
3.33
|
|
|
$
|
2.95
|
|
|
$
|
(0.21
|
)
|
|
$
|
2.40
|
|
|
$
|
3.38
|
|
|
$
|
(0.17
|
)
|
|
$
|
3.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Premiums earned by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and casualty insurance
|
|
$
|
392,719
|
|
|
$
|
357,139
|
|
|
$
|
321,649
|
|
|
$
|
305,647
|
|
|
$
|
308,079
|
|
|
$
|
315,598
|
|
|
$
|
320,836
|
|
Reinsurance
|
|
122,787
|
|
|
101,707
|
|
|
94,753
|
|
|
83,475
|
|
|
75,932
|
|
|
73,720
|
|
|
72,223
|
|
|||||||
Total
|
|
$
|
515,506
|
|
|
$
|
458,846
|
|
|
$
|
416,402
|
|
|
$
|
389,122
|
|
|
$
|
384,011
|
|
|
$
|
389,318
|
|
|
$
|
393,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
|
$
|
1,378,933
|
|
|
$
|
1,290,709
|
|
|
$
|
1,224,031
|
|
|
$
|
1,182,006
|
|
|
$
|
1,159,997
|
|
|
$
|
1,103,022
|
|
|
$
|
1,198,254
|
|
Stockholders' equity
|
|
$
|
455,210
|
|
|
$
|
401,209
|
|
|
$
|
352,341
|
|
|
$
|
362,853
|
|
|
$
|
336,627
|
|
|
$
|
277,840
|
|
|
$
|
355,893
|
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average return on equity
|
|
10.2
|
%
|
|
10.1
|
%
|
|
(0.8
|
)%
|
|
9.0
|
%
|
|
14.5
|
%
|
|
(0.7
|
)%
|
|
12.8
|
%
|
|||||||
Book value per share
|
|
$
|
34.21
|
|
|
$
|
31.08
|
|
|
$
|
27.37
|
|
|
$
|
28.07
|
|
|
$
|
25.67
|
|
|
$
|
20.94
|
|
|
$
|
25.83
|
|
Dividends paid per share
|
|
$
|
0.86
|
|
|
$
|
0.81
|
|
|
$
|
0.77
|
|
|
$
|
0.73
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.69
|
|
Property and casualty insurance subsidiaries aggregate pool percentage
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|||||||
Reinsurance subsidiary quota share percentage
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||||||
Closing stock price
|
|
$
|
30.62
|
|
|
$
|
23.88
|
|
|
$
|
20.57
|
|
|
$
|
22.64
|
|
|
$
|
21.51
|
|
|
$
|
25.65
|
|
|
$
|
23.67
|
|
Net investment yield (pre-tax)
|
|
3.80
|
%
|
|
4.17
|
%
|
|
4.49
|
%
|
|
4.89
|
%
|
|
4.87
|
%
|
|
5.00
|
%
|
|
5.02
|
%
|
|||||||
Cash dividends to closing stock price
|
|
2.8
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|||||||
Common shares outstanding
|
|
13,306
|
|
|
12,909
|
|
|
12,876
|
|
|
12,928
|
|
|
13,114
|
|
|
13,268
|
|
|
13,778
|
|
|||||||
Statutory trade combined ratio
|
|
97.5
|
%
|
|
99.0
|
%
|
|
115.6
|
%
|
|
102.1
|
%
|
|
100.3
|
%
|
|
109.1
|
%
|
|
96.8
|
%
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
•
|
catastrophic events and the occurrence of significant severe weather conditions;
|
•
|
the adequacy of loss and settlement expense reserves;
|
•
|
state and federal legislation and regulations;
|
•
|
changes in the property and casualty insurance industry, interest rates or the performance of financial markets and the general economy;
|
•
|
rating agency actions;
|
•
|
“other-than-temporary” investment impairment losses; and
|
•
|
other risks and uncertainties inherent to the Company’s business, including those discussed under the heading “Risk Factors” in Part I, Item 1A, of this Form 10-K.
|
|
|
December 31, 2013
|
||||||||||||||
Line of business
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
|
Total
|
||||||||
Commercial lines:
|
|
|
|
|
|
|
|
|
||||||||
Automobile
|
|
$
|
45,055
|
|
|
$
|
7,158
|
|
|
$
|
11,129
|
|
|
$
|
63,342
|
|
Property
|
|
18,019
|
|
|
762
|
|
|
3,459
|
|
|
22,240
|
|
||||
Workers' compensation
|
|
119,964
|
|
|
18,688
|
|
|
19,302
|
|
|
157,954
|
|
||||
Liability
|
|
60,951
|
|
|
42,260
|
|
|
50,443
|
|
|
153,654
|
|
||||
Bonds
|
|
977
|
|
|
824
|
|
|
876
|
|
|
2,677
|
|
||||
Total commercial lines
|
|
244,966
|
|
|
69,692
|
|
|
85,209
|
|
|
399,867
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Personal lines:
|
|
|
|
|
|
|
|
|
||||||||
Automobile
|
|
16,971
|
|
|
1,012
|
|
|
1,986
|
|
|
19,969
|
|
||||
Property
|
|
3,982
|
|
|
835
|
|
|
1,105
|
|
|
5,922
|
|
||||
Total personal lines
|
|
20,953
|
|
|
1,847
|
|
|
3,091
|
|
|
25,891
|
|
||||
Total property and casualty insurance segment
|
|
$
|
265,919
|
|
|
$
|
71,539
|
|
|
$
|
88,300
|
|
|
$
|
425,758
|
|
|
|
December 31, 2012
|
||||||||||||||
Line of business
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
|
Total
|
||||||||
Commercial lines:
|
|
|
|
|
|
|
|
|
||||||||
Automobile
|
|
$
|
41,381
|
|
|
$
|
7,084
|
|
|
$
|
10,475
|
|
|
$
|
58,940
|
|
Property
|
|
14,816
|
|
|
590
|
|
|
3,129
|
|
|
18,535
|
|
||||
Workers' compensation
|
|
118,074
|
|
|
20,255
|
|
|
19,757
|
|
|
158,086
|
|
||||
Liability
|
|
57,405
|
|
|
41,911
|
|
|
48,425
|
|
|
147,741
|
|
||||
Bonds
|
|
3,953
|
|
|
(1,407
|
)
|
|
1,002
|
|
|
3,548
|
|
||||
Total commercial lines
|
|
235,629
|
|
|
68,433
|
|
|
82,788
|
|
|
386,850
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Personal lines:
|
|
|
|
|
|
|
|
|
||||||||
Automobile
|
|
16,227
|
|
|
1,267
|
|
|
1,998
|
|
|
19,492
|
|
||||
Property
|
|
4,118
|
|
|
621
|
|
|
1,236
|
|
|
5,975
|
|
||||
Total personal lines
|
|
20,345
|
|
|
1,888
|
|
|
3,234
|
|
|
25,467
|
|
||||
Total property and casualty insurance segment
|
|
$
|
255,974
|
|
|
$
|
70,321
|
|
|
$
|
86,022
|
|
|
$
|
412,317
|
|
Line of business
|
|
After-tax impact on earnings from a five percent variance in future IBNR emergence from frequency and severity trends underlying rate adequacy adjustments
|
||
Personal auto liability
|
|
$(54)
|
to
|
$54
|
Commercial auto liability
|
|
(256)
|
to
|
256
|
Auto physical damage
|
|
(24)
|
to
|
24
|
Workers' compensation
|
|
(539)
|
to
|
539
|
Other liability
|
|
(1,408)
|
to
|
1,408
|
Property
|
|
(79)
|
to
|
79
|
Homeowners
|
|
(18)
|
to
|
18
|
All Other
|
|
(37)
|
to
|
37
|
Line of business
|
|
After-tax impact on earnings from a one percent variance in the ultimate settlement expense ratio
|
||
Personal auto liability
|
|
$(33)
|
to
|
$33
|
Commercial auto liability
|
|
(182)
|
to
|
182
|
Auto physical damage
|
|
(25)
|
to
|
25
|
Workers' compensation
|
|
(233)
|
to
|
233
|
Other liability
|
|
(631)
|
to
|
631
|
Property
|
|
(129)
|
to
|
129
|
Homeowners
|
|
(65)
|
to
|
65
|
All Other
|
|
(32)
|
to
|
32
|
Line of business
|
|
After-tax impact on earnings from a one percent variance in the projected inflationary trend
|
||
Personal auto liability
|
|
$(136)
|
to
|
$133
|
Commercial auto liability
|
|
(712)
|
to
|
697
|
Auto physical damage
|
|
(12)
|
to
|
12
|
Workers' compensation
|
|
(5,570)
|
to
|
4,840
|
Other liability
|
|
(3,905)
|
to
|
3,559
|
Property
|
|
(141)
|
to
|
140
|
Homeowners
|
|
(28)
|
to
|
28
|
Line of business
|
|
After-tax impact on earnings from a five percent variance in future loss payments
|
||
Personal auto liability
|
|
$(423)
|
to
|
$384
|
Commercial auto liability
|
|
(1,810)
|
to
|
1,636
|
Auto physical damage
|
|
(117)
|
to
|
105
|
Workers' compensation
|
|
(3,690)
|
to
|
3,340
|
Other liability
|
|
(3,144)
|
to
|
2,847
|
Property
|
|
(722)
|
to
|
654
|
Homeowners
|
|
(154)
|
to
|
139
|
All Other
|
|
(91)
|
to
|
83
|
Line of business
|
|
After-tax impact on earnings from a five percent variance in individual case loss reserve adequacy
|
||
Personal auto liability
|
|
$(360)
|
to
|
$326
|
Commercial auto liability
|
|
(1,498)
|
to
|
1,353
|
Auto physical damage
|
|
(90)
|
to
|
81
|
Workers' compensation
|
|
(2,944)
|
to
|
2,663
|
Other liability
|
|
(2,477)
|
to
|
2,243
|
Property
|
|
(826)
|
to
|
748
|
Homeowners
|
|
(154)
|
to
|
140
|
All Other
|
|
(43)
|
to
|
40
|
Line of business
|
|
After-tax impact on earnings from a five percent variance in IBNR emergence
|
||
Personal auto liability
|
|
$(6)
|
to
|
$6
|
Commercial auto liability
|
|
(144)
|
to
|
144
|
Auto physical damage
|
|
(29)
|
to
|
29
|
Workers' compensation
|
|
(173)
|
to
|
173
|
Other liability
|
|
(1,100)
|
to
|
1,100
|
Property
|
|
(209)
|
to
|
209
|
Homeowners
|
|
(27)
|
to
|
27
|
|
|
December 31, 2013
|
||||||||||||||
Line of business
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
|
Total
|
||||||||
Pro rata reinsurance:
|
|
|
|
|
|
|
|
|
||||||||
Property and liability
|
|
$
|
5,223
|
|
|
$
|
783
|
|
|
$
|
141
|
|
|
$
|
6,147
|
|
Property
|
|
8,645
|
|
|
8,878
|
|
|
477
|
|
|
18,000
|
|
||||
Crop
|
|
1,407
|
|
|
1,055
|
|
|
28
|
|
|
2,490
|
|
||||
Liability
|
|
957
|
|
|
6,138
|
|
|
101
|
|
|
7,196
|
|
||||
Marine/Aviation
|
|
1,993
|
|
|
7,850
|
|
|
128
|
|
|
9,971
|
|
||||
Total pro rata reinsurance
|
|
18,225
|
|
|
24,704
|
|
|
875
|
|
|
43,804
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Excess of loss reinsurance:
|
|
|
|
|
|
|
|
|
||||||||
Property
|
|
27,802
|
|
|
16,812
|
|
|
1,013
|
|
|
45,627
|
|
||||
Liability
|
|
31,004
|
|
|
60,014
|
|
|
3,004
|
|
|
94,022
|
|
||||
Surety
|
|
646
|
|
|
274
|
|
|
50
|
|
|
970
|
|
||||
Total excess of loss reinsurance
|
|
59,452
|
|
|
77,100
|
|
|
4,067
|
|
|
140,619
|
|
||||
Total reinsurance segment
|
|
$
|
77,677
|
|
|
$
|
101,804
|
|
|
$
|
4,942
|
|
|
$
|
184,423
|
|
|
|
December 31, 2012
|
||||||||||||||
Line of business
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
|
Total
|
||||||||
Pro rata reinsurance:
|
|
|
|
|
|
|
|
|
||||||||
Property and liability
|
|
$
|
4,233
|
|
|
$
|
647
|
|
|
$
|
282
|
|
|
$
|
5,162
|
|
Property
|
|
10,794
|
|
|
9,381
|
|
|
558
|
|
|
20,733
|
|
||||
Crop
|
|
1,605
|
|
|
745
|
|
|
26
|
|
|
2,376
|
|
||||
Liability
|
|
729
|
|
|
5,111
|
|
|
134
|
|
|
5,974
|
|
||||
Marine/Aviation
|
|
1,455
|
|
|
4,602
|
|
|
93
|
|
|
6,150
|
|
||||
Total pro rata reinsurance
|
|
18,816
|
|
|
20,486
|
|
|
1,093
|
|
|
40,395
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Excess of loss reinsurance:
|
|
|
|
|
|
|
|
|
||||||||
Property
|
|
25,944
|
|
|
17,778
|
|
|
1,018
|
|
|
44,740
|
|
||||
Liability
|
|
29,567
|
|
|
52,264
|
|
|
2,866
|
|
|
84,697
|
|
||||
Surety
|
|
648
|
|
|
250
|
|
|
50
|
|
|
948
|
|
||||
Total excess of loss reinsurance
|
|
56,159
|
|
|
70,292
|
|
|
3,934
|
|
|
130,385
|
|
||||
Total reinsurance segment
|
|
$
|
74,975
|
|
|
$
|
90,778
|
|
|
$
|
5,027
|
|
|
$
|
170,780
|
|
|
|
Reinsurance segment
|
||||||
|
|
MRB
|
|
HORAD
|
||||
(1) Five percent variance in case loss reserve adequacy from the level anticipated in the incurred loss projection factors
|
|
$(579)
|
to
|
$524
|
|
$(3,398)
|
to
|
$3,074
|
|
|
|
|
|
|
|
|
|
(2) One percent variance in the implicit annual claims inflation rate
|
|
(835)
|
to
|
754
|
|
(3,217)
|
to
|
2,923
|
|
|
|
|
|
|
|
|
|
(3) Five percent variance in IBNR losses from the level anticipated in the loss projection factors
|
|
(451)
|
to
|
451
|
|
(2,219)
|
to
|
2,219
|
|
|
|
|
|
|
|
|
|
(4) Five percent variance in the expected loss ratios used with the Bornhuetter-Ferguson method
|
|
(452)
|
to
|
452
|
|
(3,027)
|
to
|
3,027
|
|
|
Property and casualty insurance segment
|
|
Reinsurance segment
|
||||||||||||||||||||
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
|
Case
|
|
IBNR
|
|
Settlement expense
|
||||||||||||
Reserves at:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
4,737
|
|
|
$
|
1,375
|
|
|
$
|
1,502
|
|
|
$
|
104
|
|
|
$
|
324
|
|
|
—
|
|
|
Environmental
|
|
311
|
|
|
400
|
|
|
164
|
|
|
136
|
|
|
591
|
|
|
—
|
|
||||||
Products
1
|
|
7,112
|
|
|
5,428
|
|
|
6,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Casualty excess
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,976
|
|
|
59,994
|
|
|
2,943
|
|
||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
3,778
|
|
|
$
|
1,834
|
|
|
$
|
1,711
|
|
|
$
|
99
|
|
|
$
|
353
|
|
|
—
|
|
|
Environmental
|
|
237
|
|
|
572
|
|
|
121
|
|
|
67
|
|
|
660
|
|
|
—
|
|
||||||
Products
1
|
|
6,044
|
|
|
5,309
|
|
|
5,212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Casualty excess
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,759
|
|
|
52,127
|
|
|
2,730
|
|
||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
2,584
|
|
|
$
|
872
|
|
|
$
|
1,933
|
|
|
$
|
113
|
|
|
$
|
372
|
|
|
—
|
|
|
Environmental
|
|
219
|
|
|
663
|
|
|
188
|
|
|
66
|
|
|
662
|
|
|
—
|
|
||||||
Products
1
|
|
5,133
|
|
|
4,938
|
|
|
4,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Casualty excess
2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,141
|
|
|
53,376
|
|
|
2,259
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Paid during:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
1,030
|
|
|
|
|
$
|
1,212
|
|
|
$
|
23
|
|
|
|
|
—
|
|
|||||
Environmental
|
|
19
|
|
|
|
|
87
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Products
1
|
|
1,737
|
|
|
|
|
2,304
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Casualty excess
2
|
|
—
|
|
|
|
|
—
|
|
|
7,766
|
|
|
|
|
1,249
|
|
||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
468
|
|
|
|
|
$
|
1,585
|
|
|
$
|
32
|
|
|
|
|
$
|
—
|
|
||||
Environmental
|
|
—
|
|
|
|
|
87
|
|
|
1
|
|
|
|
|
—
|
|
||||||||
Products
1
|
|
1,768
|
|
|
|
|
3,065
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Casualty excess
2
|
|
—
|
|
|
|
|
—
|
|
|
6,291
|
|
|
|
|
1,227
|
|
||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asbestos
|
|
$
|
299
|
|
|
|
|
$
|
802
|
|
|
$
|
51
|
|
|
|
|
$
|
2
|
|
||||
Environmental
|
|
6
|
|
|
|
|
95
|
|
|
—
|
|
|
|
|
(8
|
)
|
||||||||
Products
1
|
|
1,524
|
|
|
|
|
2,107
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Casualty excess
2
|
|
—
|
|
|
|
|
—
|
|
|
7,440
|
|
|
|
|
1,379
|
|
|
|
Asbestos
|
|
Environmental
|
|
Products
|
|||
2013
|
|
|
|
|
|
|
|||
Open claims at year-end
|
|
4,272
|
|
|
5
|
|
|
94
|
|
Reported
|
|
415
|
|
|
—
|
|
|
448
|
|
Disposed
|
|
612
|
|
|
—
|
|
|
461
|
|
|
|
|
|
|
|
|
|||
2012
|
|
|
|
|
|
|
|||
Open claims at year-end
|
|
4,469
|
|
|
5
|
|
|
107
|
|
Reported
|
|
363
|
|
|
—
|
|
|
414
|
|
Disposed
|
|
4,748
|
|
|
2
|
|
|
411
|
|
|
|
|
|
|
|
|
|||
2011
|
|
|
|
|
|
|
|||
Open claims at year-end
|
|
8,854
|
|
|
7
|
|
|
104
|
|
Reported
|
|
213
|
|
|
3
|
|
|
411
|
|
Disposed
|
|
696
|
|
|
—
|
|
|
406
|
|
|
|
Range of reserve estimates
|
|
After-tax impact on earnings
|
||||||||||||||||
|
|
High
|
|
Low
|
|
Carried
|
|
Reserves at high
|
|
Reserves at low
|
||||||||||
Property and casualty insurance segment
|
|
$
|
418,850
|
|
|
$
|
364,673
|
|
|
$
|
405,534
|
|
|
$
|
(8,655
|
)
|
|
$
|
26,560
|
|
Reinsurance segment
|
|
183,465
|
|
|
144,765
|
|
|
178,944
|
|
|
(2,939
|
)
|
|
22,216
|
|
|||||
|
|
$
|
602,315
|
|
|
$
|
509,438
|
|
|
$
|
584,478
|
|
|
$
|
(11,594
|
)
|
|
$
|
48,776
|
|
|
Level 1 -
|
Unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
|
|
|
|
Level 2 -
|
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.
|
|
|
|
|
Level 3 -
|
Prices or valuation techniques that require significant unobservable inputs because observable inputs are not available. The unobservable inputs may reflect the Company’s own judgments about the assumptions that market participants would use.
|
•
|
U.S. Treasury securities (including bonds, notes, and bills) are priced according to a number of live data sources, including active market makers and inter-dealer brokers. Prices from these sources are reviewed based on the sources’ historical accuracy for individual issues and maturity ranges.
|
•
|
U.S. government-sponsored agencies and corporate securities (including fixed-rate corporate bonds and medium-term notes) are priced by determining a bullet (non-call) spread scale for each issuer for maturities going out to forty years. These spreads represent credit risk and are obtained from the new issue market, secondary trading, and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption features. The final spread is then added to the U.S. Treasury curve.
|
•
|
Obligations of states and political subdivisions are priced by tracking and analyzing actively quoted issues and reported trades, material event notices and benchmark yields. Municipal bonds with similar characteristics are grouped together into market sectors, and internal yield curves are constructed daily for these sectors. Individual bond evaluations are extrapolated from these sectors, with the ability to make individual spread adjustments for attributes such as discounts, premiums, alternative minimum tax, and/or whether or not the bond is callable.
|
•
|
Mortgage-backed and asset-backed securities are first reviewed for the appropriate pricing speed (if prepayable), spread, yield and volatility. The securities are priced with models using spreads and other information solicited from Wall Street buy- and sell-side sources, including primary and secondary dealers, portfolio managers, and research analysts. To determine a tranche’s price, first the benchmark yield is determined and adjusted for collateral performance, tranche level attributes and market conditions. Then the cash flow for each tranche is generated (using consensus prepayment speed assumptions including, as appropriate, a prepayment projection based on historical statistics of the underlying collateral). The tranche-level yield is used to discount the cash flows and generate the price. Depending on the characteristics of the tranche, a volatility-driven, multi-dimensional single cash flow stream model or an option-adjusted spread model may be used. When cash flows or other security structure or market information is not available, broker quotes may be used.
|
1.
|
Comparisons of the prices reported by the independent pricing source to daily runs of offerings and bids from several brokers for a sample of securities.
|
2.
|
Comparison of the prices reported by the independent pricing source to prices realized from the Company’s own purchase and sale transactions.
|
3.
|
Comparison of the prices reported by the independent pricing source to prices from the Company’s investment custodian. It should be noted that the independent pricing source used by the Company is often the same source used by the Company’s investment custodian (except for municipal fixed maturity securities), thus limiting the confidence gained from this validation technique.
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Property and casualty insurance
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
$
|
392,719
|
|
|
$
|
357,139
|
|
|
$
|
321,649
|
|
Losses and settlement expenses
|
|
260,917
|
|
|
233,892
|
|
|
251,449
|
|
|||
Acquisition and other expenses
|
|
142,237
|
|
|
131,454
|
|
|
116,588
|
|
|||
Underwriting loss
|
|
$
|
(10,435
|
)
|
|
$
|
(8,207
|
)
|
|
$
|
(46,388
|
)
|
|
|
|
|
|
|
|
||||||
Loss and settlement expense ratio
|
|
66.4
|
%
|
|
65.5
|
%
|
|
78.2
|
%
|
|||
Acquisition expense ratio
|
|
36.3
|
%
|
|
36.8
|
%
|
|
36.2
|
%
|
|||
Combined ratio
|
|
102.7
|
%
|
|
102.3
|
%
|
|
114.4
|
%
|
|||
|
|
|
|
|
|
|
||||||
Losses and settlement expenses:
|
|
|
|
|
|
|
||||||
Insured events of current year
|
|
$
|
268,198
|
|
|
$
|
246,949
|
|
|
$
|
271,612
|
|
Decrease in provision for insured events of prior years
|
|
(7,281
|
)
|
|
(13,057
|
)
|
|
(20,163
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total losses and settlement expenses
|
|
$
|
260,917
|
|
|
$
|
233,892
|
|
|
$
|
251,449
|
|
|
|
|
|
|
|
|
||||||
Catastrophe and storm losses
|
|
$
|
37,262
|
|
|
$
|
34,372
|
|
|
$
|
52,448
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Reported amount of favorable development experienced on prior years' reserves
|
|
$
|
(7,281
|
)
|
|
$
|
(13,057
|
)
|
|
$
|
(20,163
|
)
|
Adjustment for (adverse) favorable development included in the reported development amount that had no impact on earnings
|
|
6,526
|
|
|
(4,551
|
)
|
|
1,396
|
|
|||
Approximation of the implied amount of favorable development that had an impact on earnings
|
|
$
|
(755
|
)
|
|
$
|
(17,608
|
)
|
|
$
|
(18,767
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Reinsurance
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
$
|
122,787
|
|
|
$
|
101,707
|
|
|
$
|
94,753
|
|
Losses and settlement expenses
|
|
72,370
|
|
|
69,496
|
|
|
91,525
|
|
|||
Acquisition and other expenses
|
|
29,109
|
|
|
22,370
|
|
|
20,501
|
|
|||
Underwriting profit (loss)
|
|
$
|
21,308
|
|
|
$
|
9,841
|
|
|
$
|
(17,273
|
)
|
|
|
|
|
|
|
|
||||||
Loss and settlement expense ratio
|
|
58.9
|
%
|
|
68.3
|
%
|
|
96.6
|
%
|
|||
Acquisition expense ratio
|
|
23.7
|
%
|
|
22.0
|
%
|
|
21.6
|
%
|
|||
Combined ratio
|
|
82.6
|
%
|
|
90.3
|
%
|
|
118.2
|
%
|
|||
|
|
|
|
|
|
|
||||||
Losses and settlement expenses:
|
|
|
|
|
|
|
||||||
Insured events of current year
|
|
$
|
77,874
|
|
|
$
|
82,172
|
|
|
$
|
104,461
|
|
Decrease in provision for insured events of prior years
|
|
(5,504
|
)
|
|
(12,676
|
)
|
|
(12,936
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total losses and settlement expenses
|
|
$
|
72,370
|
|
|
$
|
69,496
|
|
|
$
|
91,525
|
|
|
|
|
|
|
|
|
||||||
Catastrophe and storm losses
|
|
$
|
11,316
|
|
|
$
|
19,088
|
|
|
$
|
27,883
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Consolidated
|
|
|
|
|
|
|
||||||
REVENUES
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
$
|
515,506
|
|
|
$
|
458,846
|
|
|
$
|
416,402
|
|
Net investment income
|
|
43,022
|
|
|
44,145
|
|
|
46,111
|
|
|||
Realized investment gains
|
|
8,997
|
|
|
8,017
|
|
|
9,303
|
|
|||
Other income
|
|
826
|
|
|
859
|
|
|
828
|
|
|||
|
|
568,351
|
|
|
511,867
|
|
|
472,644
|
|
|||
LOSSES AND EXPENSES
|
|
|
|
|
|
|
||||||
Losses and settlement expenses
|
|
333,287
|
|
|
303,388
|
|
|
342,974
|
|
|||
Acquisition and other expenses
|
|
171,346
|
|
|
153,824
|
|
|
137,089
|
|
|||
Interest expense
|
|
384
|
|
|
900
|
|
|
900
|
|
|||
Other expense
|
|
2,481
|
|
|
2,122
|
|
|
2,673
|
|
|||
|
|
507,498
|
|
|
460,234
|
|
|
483,636
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) before income tax expense (benefit)
|
|
60,853
|
|
|
51,633
|
|
|
(10,992
|
)
|
|||
Income tax expense (benefit)
|
|
17,334
|
|
|
13,667
|
|
|
(8,255
|
)
|
|||
Net income (loss)
|
|
$
|
43,519
|
|
|
$
|
37,966
|
|
|
$
|
(2,737
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share
|
|
$
|
3.33
|
|
|
$
|
2.95
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
||||||
Loss and settlement expense ratio
|
|
64.7
|
%
|
|
66.1
|
%
|
|
82.4
|
%
|
|||
Acquisition expense ratio
|
|
33.2
|
%
|
|
33.5
|
%
|
|
32.9
|
%
|
|||
Combined ratio
|
|
97.9
|
%
|
|
99.6
|
%
|
|
115.3
|
%
|
|||
|
|
|
|
|
|
|
||||||
Losses and settlement expenses:
|
|
|
|
|
|
|
||||||
Insured events of current year
|
|
$
|
346,072
|
|
|
$
|
329,121
|
|
|
$
|
376,073
|
|
Decrease in provision for insured events of prior years
|
|
(12,785
|
)
|
|
(25,733
|
)
|
|
(33,099
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total losses and settlement expenses
|
|
$
|
333,287
|
|
|
$
|
303,388
|
|
|
$
|
342,974
|
|
|
|
|
|
|
|
|
||||||
Catastrophe and storm losses
|
|
$
|
48,578
|
|
|
$
|
53,460
|
|
|
$
|
80,331
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Reported amount of favorable development experienced on prior years' reserves
|
|
$
|
(12,785
|
)
|
|
$
|
(25,733
|
)
|
|
$
|
(33,099
|
)
|
Adjustment for (adverse) favorable development included in the reported development amount that had no impact on earnings
|
|
6,526
|
|
|
(4,551
|
)
|
|
1,396
|
|
|||
Approximation of the implied amount of favorable development that had an impact on earnings
|
|
$
|
(6,259
|
)
|
|
$
|
(30,284
|
)
|
|
$
|
(31,703
|
)
|
|
|
December 31, 2013
|
|||||||||||||
|
|
Amortized
cost |
|
Fair
value |
|
Percent of total
fair value |
|
Carrying
value |
|||||||
Fixed maturity securities available-for-sale
|
|
$
|
1,009,572
|
|
|
$
|
1,027,984
|
|
|
81.8
|
%
|
|
$
|
1,027,984
|
|
Equity securities available-for-sale
|
|
113,835
|
|
|
169,848
|
|
|
13.5
|
|
|
169,848
|
|
|||
Cash
|
|
239
|
|
|
239
|
|
|
—
|
|
|
239
|
|
|||
Short-term investments
|
|
56,166
|
|
|
56,166
|
|
|
4.5
|
|
|
56,166
|
|
|||
Other long-term investments
|
|
2,392
|
|
|
2,392
|
|
|
0.2
|
|
|
2,392
|
|
|||
|
|
$
|
1,182,204
|
|
|
$
|
1,256,629
|
|
|
100.0
|
%
|
|
$
|
1,256,629
|
|
|
|
December 31, 2012
|
|||||||||||||
|
|
Amortized
cost |
|
Fair
value |
|
Percent of total
fair value |
|
Carrying
value |
|||||||
Fixed maturity securities available-for-sale
|
|
$
|
920,844
|
|
|
$
|
999,795
|
|
|
83.7
|
%
|
|
$
|
999,795
|
|
Equity securities available-for-sale
|
|
111,852
|
|
|
140,294
|
|
|
11.7
|
|
|
140,294
|
|
|||
Cash
|
|
330
|
|
|
330
|
|
|
—
|
|
|
330
|
|
|||
Short-term investments
|
|
53,419
|
|
|
53,419
|
|
|
4.5
|
|
|
53,419
|
|
|||
Other long-term investments
|
|
863
|
|
|
863
|
|
|
0.1
|
|
|
863
|
|
|||
|
|
$
|
1,087,308
|
|
|
$
|
1,194,701
|
|
|
100.0
|
%
|
|
$
|
1,194,701
|
|
December 31, 2013
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair value |
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
9,540
|
|
|
$
|
191
|
|
|
$
|
319
|
|
|
$
|
9,412
|
|
U.S. government-sponsored agencies
|
|
156,981
|
|
|
1,356
|
|
|
11,391
|
|
|
146,946
|
|
||||
Obligations of states and political subdivisions
|
|
346,554
|
|
|
15,040
|
|
|
4,542
|
|
|
357,052
|
|
||||
Commercial mortgage-backed
|
|
63,185
|
|
|
5,842
|
|
|
88
|
|
|
68,939
|
|
||||
Residential mortgage-backed
|
|
96,058
|
|
|
1,073
|
|
|
2,952
|
|
|
94,179
|
|
||||
Other asset-backed
|
|
11,456
|
|
|
1,192
|
|
|
—
|
|
|
12,648
|
|
||||
Corporate
|
|
325,798
|
|
|
16,542
|
|
|
3,532
|
|
|
338,808
|
|
||||
Total fixed maturity securities
|
|
1,009,572
|
|
|
41,236
|
|
|
22,824
|
|
|
1,027,984
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
19,273
|
|
|
9,374
|
|
|
149
|
|
|
28,498
|
|
||||
Information technology
|
|
12,645
|
|
|
6,301
|
|
|
29
|
|
|
18,917
|
|
||||
Healthcare
|
|
12,801
|
|
|
9,144
|
|
|
—
|
|
|
21,945
|
|
||||
Consumer staples
|
|
9,162
|
|
|
3,849
|
|
|
—
|
|
|
13,011
|
|
||||
Consumer discretionary
|
|
10,722
|
|
|
10,309
|
|
|
—
|
|
|
21,031
|
|
||||
Energy
|
|
14,102
|
|
|
7,341
|
|
|
326
|
|
|
21,117
|
|
||||
Industrials
|
|
11,190
|
|
|
6,075
|
|
|
1
|
|
|
17,264
|
|
||||
Other
|
|
13,358
|
|
|
4,489
|
|
|
36
|
|
|
17,811
|
|
||||
Non-redeemable preferred stocks
|
|
10,582
|
|
|
316
|
|
|
644
|
|
|
10,254
|
|
||||
Total equity securities
|
|
113,835
|
|
|
57,198
|
|
|
1,185
|
|
|
169,848
|
|
||||
Total securities available-for-sale
|
|
$
|
1,123,407
|
|
|
$
|
98,434
|
|
|
$
|
24,009
|
|
|
$
|
1,197,832
|
|
December 31, 2013
|
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
|
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury
|
|
$
|
4,507
|
|
|
$
|
319
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,507
|
|
|
$
|
319
|
|
U.S. government-sponsored agencies
|
|
93,856
|
|
|
8,120
|
|
|
24,053
|
|
|
3,271
|
|
|
117,909
|
|
|
11,391
|
|
||||||
Obligations of states and political subdivisions
|
|
74,523
|
|
|
4,335
|
|
|
3,008
|
|
|
207
|
|
|
77,531
|
|
|
4,542
|
|
||||||
Commercial mortgage-backed
|
|
10,551
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
10,551
|
|
|
88
|
|
||||||
Residential mortgage-backed
|
|
44,243
|
|
|
2,482
|
|
|
4,600
|
|
|
470
|
|
|
48,843
|
|
|
2,952
|
|
||||||
Corporate
|
|
81,292
|
|
|
2,704
|
|
|
10,547
|
|
|
828
|
|
|
91,839
|
|
|
3,532
|
|
||||||
Total, fixed maturity securities
|
|
308,972
|
|
|
18,048
|
|
|
42,208
|
|
|
4,776
|
|
|
351,180
|
|
|
22,824
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial services
|
|
2,801
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
2,801
|
|
|
149
|
|
||||||
Information technology
|
|
610
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|
29
|
|
||||||
Consumer staples
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||||
Energy
|
|
1,450
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
1,450
|
|
|
326
|
|
||||||
Industrials
|
|
625
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
625
|
|
|
1
|
|
||||||
Other
|
|
1,499
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
1,499
|
|
|
36
|
|
||||||
Non-redeemable preferred stocks
|
|
2,121
|
|
|
128
|
|
|
1,484
|
|
|
516
|
|
|
3,605
|
|
|
644
|
|
||||||
Total, equity securities
|
|
9,136
|
|
|
669
|
|
|
1,484
|
|
|
516
|
|
|
10,620
|
|
|
1,185
|
|
||||||
Total temporarily impaired securities
|
|
$
|
318,108
|
|
|
$
|
18,717
|
|
|
$
|
43,692
|
|
|
$
|
5,292
|
|
|
$
|
361,800
|
|
|
$
|
24,009
|
|
|
|
|
|
|
|
|
|
Book value
|
|
Fair value
|
|
Gross unrealized loss
|
||||||
Due in one year or less
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||||||
Due after one year through five years
|
|
26,033
|
|
|
25,603
|
|
|
430
|
|
|||||||||
Due after five years through ten years
|
|
60,512
|
|
|
58,138
|
|
|
2,374
|
|
|||||||||
Due after ten years
|
|
225,025
|
|
|
208,045
|
|
|
16,980
|
|
|||||||||
Mortgage-backed securities
|
|
62,434
|
|
|
59,394
|
|
|
3,040
|
|
|||||||||
|
|
|
|
|
|
|
|
$
|
374,004
|
|
|
$
|
351,180
|
|
|
$
|
22,824
|
|
|
|
Realized losses from sales
|
|
"Other-than-
temporary" impairment losses |
|
Total
gross realized losses |
||||||||||||||||
|
|
Book
value |
|
Sales
price |
|
Gross
realized losses |
|
|
||||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three months or less
|
|
$
|
3,990
|
|
|
$
|
3,687
|
|
|
$
|
303
|
|
|
$
|
—
|
|
|
$
|
303
|
|
||
Over three months to six months
|
|
4,985
|
|
|
4,563
|
|
|
422
|
|
|
—
|
|
|
422
|
|
|||||||
Over six months to nine months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Over nine months to twelve months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Over twelve months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Subtotal, fixed maturity securities
|
|
8,975
|
|
|
8,250
|
|
|
725
|
|
|
—
|
|
|
725
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three months or less
|
|
11,326
|
|
|
10,547
|
|
|
779
|
|
|
61
|
|
|
840
|
|
|||||||
Over three months to six months
|
|
93
|
|
|
77
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||||
Over six months to nine months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Over nine months to twelve months
|
|
624
|
|
|
521
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|||||||
Over twelve months
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||
Subtotal, equity securities
|
|
12,043
|
|
|
11,145
|
|
|
898
|
|
|
64
|
|
|
962
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total realized losses in earnings
|
|
$
|
21,018
|
|
|
$
|
19,395
|
|
|
$
|
1,623
|
|
|
$
|
64
|
|
|
$
|
1,687
|
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
4 - 5 years
|
|
More than 5 years
|
||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and settlement expense reserves (1)
|
|
$
|
610,181
|
|
|
$
|
246,523
|
|
|
$
|
226,991
|
|
|
$
|
81,436
|
|
|
$
|
55,231
|
|
Long-term debt (2)
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Interest expense on long-term debt (3)
|
|
3,422
|
|
|
384
|
|
|
675
|
|
|
675
|
|
|
1,688
|
|
|||||
Real estate operating leases
|
|
7,641
|
|
|
1,366
|
|
|
2,480
|
|
|
1,805
|
|
|
1,990
|
|
|||||
Total
|
|
$
|
646,244
|
|
|
$
|
248,273
|
|
|
$
|
230,146
|
|
|
$
|
83,916
|
|
|
$
|
83,909
|
|
(1)
|
The amounts presented are estimates of the dollar amounts and time periods in which the Company expects to pay out its gross loss and settlement expense reserves. These amounts are based on historical payment patterns and do not represent actual contractual obligations. The actual payment amounts and the related timing of those payments could differ significantly from these estimates.
|
(2)
|
Long-term debt reflects the surplus notes issued by the Company’s property and casualty insurance subsidiaries to Employer Mutual, which have no maturity date. Excluded from long-term debt are pension and other postretirement benefit obligations.
|
(3)
|
Interest expense on long-term debt reflects the interest expense on the surplus notes issued by the Company’s property and casualty insurance subsidiaries to Employers Mutual. The interest rate on the surplus notes is subject to change every five years (rate was decreased to 1.35 percent effective February 1, 2013, with the next review scheduled for 2018). Interest payments on the surplus notes are subject to prior approval of the regulatory authorities of the issuing company’s state of domicile. The balance shown under the heading “More than 5 years” represents estimated interest expense for years six through ten. Since the surplus notes have no maturity date and the interest rate is subject to change every five years, interest expense could be greater than the amounts shown.
|
December 31, 2013
|
|
Estimated fair value
|
|
Hypothetical change in interest rate (bp=basis points)
|
|
Estimated fair value after hypothetical change in interest rate
|
|
Hypothetical percentage increase (decrease) in stockholders' equity
|
|||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|||||
U.S. treasury
|
|
$
|
9,412
|
|
|
200 bp decrease
|
|
$
|
10,503
|
|
|
0.16
|
%
|
|
|
|
|
100 bp decrease
|
|
9,935
|
|
|
0.07
|
|
|||
|
|
|
|
100 bp increase
|
|
8,932
|
|
|
(0.07
|
)
|
|||
|
|
|
|
200 bp increase
|
|
8,488
|
|
|
(0.13
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
U.S. government-sponsored agencies
|
|
$
|
146,946
|
|
|
200 bp decrease
|
|
$
|
164,108
|
|
|
2.45
|
%
|
|
|
|
|
100 bp decrease
|
|
158,899
|
|
|
1.71
|
|
|||
|
|
|
|
100 bp increase
|
|
134,096
|
|
|
(1.83
|
)
|
|||
|
|
|
|
200 bp increase
|
|
121,875
|
|
|
(3.58
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Obligations of states and political subdivisions
|
|
$
|
357,052
|
|
|
200 bp decrease
|
|
$
|
403,608
|
|
|
6.65
|
%
|
|
|
|
|
100 bp decrease
|
|
382,043
|
|
|
3.57
|
|
|||
|
|
|
|
100 bp increase
|
|
329,761
|
|
|
(3.90
|
)
|
|||
|
|
|
|
200 bp increase
|
|
304,746
|
|
|
(7.47
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Commercial mortgage-backed
|
|
$
|
68,939
|
|
|
200 bp decrease
|
|
$
|
72,424
|
|
|
0.50
|
%
|
|
|
|
|
100 bp decrease
|
|
70,634
|
|
|
0.24
|
|
|||
|
|
|
|
100 bp increase
|
|
67,327
|
|
|
(0.23
|
)
|
|||
|
|
|
|
200 bp increase
|
|
65,795
|
|
|
(0.45
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Residential mortgage-backed
|
|
$
|
94,179
|
|
|
200 bp decrease
|
|
$
|
100,758
|
|
|
0.94
|
%
|
|
|
|
|
100 bp decrease
|
|
98,102
|
|
|
0.56
|
|
|||
|
|
|
|
100 bp increase
|
|
89,439
|
|
|
(0.68
|
)
|
|||
|
|
|
|
200 bp increase
|
|
84,458
|
|
|
(1.39
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Other asset-backed
|
|
$
|
12,648
|
|
|
200 bp decrease
|
|
$
|
13,714
|
|
|
0.15
|
%
|
|
|
|
|
100 bp decrease
|
|
13,164
|
|
|
0.07
|
|
|||
|
|
|
|
100 bp increase
|
|
12,166
|
|
|
(0.07
|
)
|
|||
|
|
|
|
200 bp increase
|
|
11,712
|
|
|
(0.13
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Corporate
|
|
$
|
338,808
|
|
|
200 bp decrease
|
|
$
|
371,321
|
|
|
4.64
|
%
|
|
|
|
|
100 bp decrease
|
|
354,495
|
|
|
2.24
|
|
|||
|
|
|
|
100 bp increase
|
|
324,173
|
|
|
(2.09
|
)
|
|||
|
|
|
|
200 bp increase
|
|
310,501
|
|
|
(4.04
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Total fixed maturity securities
|
|
$
|
1,027,984
|
|
|
200 bp decrease
|
|
$
|
1,136,436
|
|
|
15.49
|
%
|
|
|
|
|
100 bp decrease
|
|
1,087,272
|
|
|
8.47
|
|
|||
|
|
|
|
100 bp increase
|
|
965,894
|
|
|
(8.87
|
)
|
|||
|
|
|
|
200 bp increase
|
|
907,575
|
|
|
(17.19
|
)
|
|
|
Securities available-for-sale
(at fair value) |
|||||||||
December 31, 2013
|
|
Amount
|
|
Percent
|
|||||||
Rating:
|
|
|
|
|
|||||||
AAA
|
|
$
|
350,283
|
|
|
34.1
|
%
|
||||
AA
|
|
345,784
|
|
|
33.6
|
|
|||||
A
|
|
271,902
|
|
|
26.4
|
|
|||||
BAA
|
|
56,185
|
|
|
5.5
|
|
|||||
BA
|
|
1,563
|
|
|
0.2
|
|
|||||
B
|
|
1,254
|
|
|
0.1
|
|
|||||
CAA
|
|
828
|
|
|
0.1
|
|
|||||
CA
|
|
185
|
|
|
—
|
|
|||||
Total fixed maturities
|
|
$
|
1,027,984
|
|
|
100.0
|
%
|
ITEM 7A.
|
Q
UANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
/s/ Bruce G. Kelley
|
|
/s/ Mark E. Reese
|
Bruce G. Kelley
|
|
Mark E. Reese
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
/s/ Ernst & Young LLP
|
Des Moines, Iowa
|
March 12, 2014
|
/s/ Ernst & Young LLP
|
Des Moines, Iowa
|
March 12, 2014
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Investments:
|
|
|
|
|
||||
Fixed maturity securities available-for-sale, at fair value (amortized cost $1,009,572,325 and $920,843,939)
|
|
$
|
1,027,984,013
|
|
|
$
|
999,794,857
|
|
Equity securities available-for-sale, at fair value (cost $113,835,488 and $111,851,963)
|
|
169,848,274
|
|
|
140,293,825
|
|
||
Other long-term investments
|
|
2,391,987
|
|
|
863,257
|
|
||
Short-term investments
|
|
56,165,534
|
|
|
53,418,914
|
|
||
Total investments
|
|
1,256,389,808
|
|
|
1,194,370,853
|
|
||
|
|
|
|
|
||||
Cash
|
|
238,821
|
|
|
330,392
|
|
||
Reinsurance receivables due from affiliate
|
|
34,759,721
|
|
|
34,277,728
|
|
||
Prepaid reinsurance premiums due from affiliate
|
|
9,717,368
|
|
|
5,195,892
|
|
||
Deferred policy acquisition costs (affiliated $37,413,643 and $34,425,593)
|
|
37,792,442
|
|
|
34,425,593
|
|
||
Prepaid pension and postretirement benefits due from affiliate
|
|
23,120,558
|
|
|
1,413,104
|
|
||
Accrued investment income
|
|
9,984,651
|
|
|
9,938,714
|
|
||
Accounts receivable
|
|
1,079,693
|
|
|
2,390,955
|
|
||
Income taxes recoverable
|
|
—
|
|
|
1,588,089
|
|
||
Goodwill
|
|
941,586
|
|
|
941,586
|
|
||
Other assets (affiliated $4,780,053 and $5,760,369)
|
|
4,908,273
|
|
|
5,836,200
|
|
||
Total assets
|
|
$
|
1,378,932,921
|
|
|
$
|
1,290,709,106
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
LIABILITIES
|
|
|
|
|
||||
Losses and settlement expenses (affiliated $600,313,349 and $577,476,988)
|
|
$
|
610,180,850
|
|
|
$
|
583,096,965
|
|
Unearned premiums (affiliated $218,787,684 and $196,215,465)
|
|
220,627,284
|
|
|
196,215,465
|
|
||
Other policyholders' funds (all affiliated)
|
|
8,491,035
|
|
|
6,055,111
|
|
||
Surplus notes payable to affiliate
|
|
25,000,000
|
|
|
25,000,000
|
|
||
Amounts due affiliate to settle inter-company transaction balances
|
|
13,521,861
|
|
|
19,127,010
|
|
||
Pension and postretirement benefits payable to affiliate
|
|
3,401,045
|
|
|
30,714,633
|
|
||
Income taxes payable
|
|
1,530,131
|
|
|
—
|
|
||
Deferred income taxes
|
|
12,821,660
|
|
|
6,352,690
|
|
||
Other liabilities (affiliated $25,160,554 and $22,794,304)
|
|
28,148,819
|
|
|
22,938,068
|
|
||
Total liabilities
|
|
923,722,685
|
|
|
889,499,942
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 13,306,027 shares in 2013 and 12,909,457 shares in 2012
|
|
13,306,027
|
|
|
12,909,457
|
|
||
Additional paid-in capital
|
|
99,308,749
|
|
|
89,205,881
|
|
||
Accumulated other comprehensive income
|
|
59,010,489
|
|
|
47,752,375
|
|
||
Retained earnings
|
|
283,584,971
|
|
|
251,341,451
|
|
||
Total stockholders' equity
|
|
455,210,236
|
|
|
401,209,164
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,378,932,921
|
|
|
$
|
1,290,709,106
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES
|
|
|
|
|
|
|
||||||
Premiums earned (affiliated $509,703,737, $452,334,205 and $410,955,792)
|
|
$
|
515,506,266
|
|
|
$
|
458,845,999
|
|
|
$
|
416,402,313
|
|
Investment income, net
|
|
43,022,175
|
|
|
44,145,074
|
|
|
46,110,925
|
|
|||
Net realized investment gains, excluding impairment losses on securities available-for-sale
|
|
9,060,192
|
|
|
8,202,651
|
|
|
15,263,426
|
|
|||
Total "other-than-temporary" impairment losses on securities available-for-sale
|
|
(63,647
|
)
|
|
(185,623
|
)
|
|
(5,874,116
|
)
|
|||
Portion of "other-than-temporary" impairment losses on fixed maturity securities available-for-sale reclassified from other comprehensive income (before taxes)
|
|
—
|
|
|
—
|
|
|
(86,017
|
)
|
|||
Net impairment losses on securities available-for-sale
|
|
(63,647
|
)
|
|
(185,623
|
)
|
|
(5,960,133
|
)
|
|||
Net realized investment gains
|
|
8,996,545
|
|
|
8,017,028
|
|
|
9,303,293
|
|
|||
Other income (all affiliated)
|
|
826,361
|
|
|
859,426
|
|
|
828,110
|
|
|||
Total revenues
|
|
568,351,347
|
|
|
511,867,527
|
|
|
472,644,641
|
|
|||
LOSSES AND EXPENSES
|
|
|
|
|
|
|
||||||
Losses and settlement expenses (affiliated $326,129,688, $298,798,399 and $338,658,534)
|
|
333,287,449
|
|
|
303,387,715
|
|
|
342,974,437
|
|
|||
Dividends to policyholders (all affiliated)
|
|
10,863,688
|
|
|
8,630,580
|
|
|
5,255,568
|
|
|||
Amortization of deferred policy acquisition costs (affiliated $93,115,663, $82,539,551 and $75,900,854)
|
|
94,727,668
|
|
|
84,274,773
|
|
|
77,318,057
|
|
|||
Other underwriting expenses (affiliated $65,574,694, $60,981,322 and $54,541,637)
|
|
65,754,441
|
|
|
60,918,591
|
|
|
54,515,442
|
|
|||
Interest expense (all affiliated)
|
|
384,375
|
|
|
900,000
|
|
|
900,000
|
|
|||
Other expense (affiliated $1,347,885, $2,044,343 and $2,830,745)
|
|
2,481,306
|
|
|
2,122,254
|
|
|
2,672,654
|
|
|||
Total losses and expenses
|
|
507,498,927
|
|
|
460,233,913
|
|
|
483,636,158
|
|
|||
Income (loss) before income tax expense (benefit)
|
|
60,852,420
|
|
|
51,633,614
|
|
|
(10,991,517
|
)
|
|||
INCOME TAX EXPENSE (BENEFIT)
|
|
|
|
|
|
|
||||||
Current
|
|
16,926,838
|
|
|
11,594,581
|
|
|
(9,818,259
|
)
|
|||
Deferred
|
|
406,909
|
|
|
2,072,604
|
|
|
1,564,021
|
|
|||
Total income tax expense (benefit)
|
|
17,333,747
|
|
|
13,667,185
|
|
|
(8,254,238
|
)
|
|||
Net income (loss)
|
|
$
|
43,518,673
|
|
|
$
|
37,966,429
|
|
|
$
|
(2,737,279
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share - basic and diluted
|
|
$
|
3.33
|
|
|
$
|
2.95
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
||||||
Average number of common shares outstanding - basic and diluted
|
|
13,086,612
|
|
|
12,886,667
|
|
|
12,912,718
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
|
$
|
43,518,673
|
|
|
$
|
37,966,429
|
|
|
$
|
(2,737,279
|
)
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
||||||
Change in unrealized holding gains (losses) on investment securities, net of deferred income tax expense (benefit) of ($8,390,117), $12,849,174 and $10,712,640
|
|
(15,581,644
|
)
|
|
23,862,752
|
|
|
19,894,900
|
|
|||
Reclassification adjustment for realized investment gains included in net income (loss), net of income tax expense of ($3,148,791), ($2,805,959) and ($3,286,258)
|
|
(5,847,754
|
)
|
|
(5,211,069
|
)
|
|
(6,103,052
|
)
|
|||
Change in unrealized holding gains on fixed maturity securities with "other-than-temporary" impairment, net of deferred income tax expense of $0, $0 and $7,507
|
|
—
|
|
|
—
|
|
|
13,941
|
|
|||
Reclassification adjustment for realized investment losses from fixed maturity securities with "other-than-temporary" impairment included in net income (loss), net of income tax benefit of $0, $0 and $30,106
|
|
—
|
|
|
—
|
|
|
55,911
|
|
|||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit cost, net of deferred income tax benefit of $765,273, $949,985 and $386,606:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
1,881,540
|
|
|
2,108,504
|
|
|
1,034,037
|
|
|||
Prior service credit
|
|
(460,319
|
)
|
|
(344,247
|
)
|
|
(316,050
|
)
|
|||
Total reclassification adjustment associated with affiliate's pension and postretirement benefit plans
|
|
1,421,221
|
|
|
1,764,257
|
|
|
717,987
|
|
|||
Change in funded status of affiliate's pension and postretirement benefit plans, net of deferred income tax expense (benefit) of $16,835,696, ($2,195) and ($6,318,661):
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
13,718,056
|
|
|
(735,887
|
)
|
|
(11,768,434
|
)
|
|||
Prior service credit
|
|
17,548,235
|
|
|
731,812
|
|
|
33,770
|
|
|||
Total change in funded status of affiliate's pension and postretirement benefit plans
|
|
31,266,291
|
|
|
(4,075
|
)
|
|
(11,734,664
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income
|
|
11,258,114
|
|
|
20,411,865
|
|
|
2,845,023
|
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
$
|
54,776,787
|
|
|
$
|
58,378,294
|
|
|
$
|
107,744
|
|
|
|
Common
stock |
|
Additional
paid-in capital |
|
Accumulated
other comprehensive income (loss) |
|
Retained
earnings |
|
Total
stockholders' equity |
||||||||||
Balance at December 31, 2010
|
|
$
|
12,927,678
|
|
|
$
|
88,937,294
|
|
|
$
|
24,495,487
|
|
|
$
|
236,492,458
|
|
|
$
|
362,852,917
|
|
Issuance of common stock through affiliate's stock plans
|
|
46,113
|
|
|
928,380
|
|
|
|
|
|
|
|
|
974,493
|
|
|||||
Repurchase of common stock
|
|
(98,200
|
)
|
|
(1,751,696
|
)
|
|
|
|
|
|
|
|
(1,849,896
|
)
|
|||||
Increase resulting from stock-based compensation expense associated with affiliate's stock plans allocated to the Company
|
|
|
|
|
196,654
|
|
|
|
|
|
|
|
|
196,654
|
|
|||||
Other comprehensive income
|
|
|
|
|
|
|
|
2,845,023
|
|
|
|
|
|
2,845,023
|
|
|||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(2,737,279
|
)
|
|
(2,737,279
|
)
|
|||||
Dividends paid to public stockholders ($.77 per share)
|
|
|
|
|
|
|
|
|
|
|
(3,898,471
|
)
|
|
(3,898,471
|
)
|
|||||
Dividends paid to affiliate ($.77 per share)
|
|
|
|
|
|
|
|
|
|
|
(6,042,846
|
)
|
|
(6,042,846
|
)
|
|||||
Balance at December 31, 2011
|
|
12,875,591
|
|
|
88,310,632
|
|
|
27,340,510
|
|
|
223,813,862
|
|
|
352,340,595
|
|
|||||
Issuance of common stock through affiliate's stock plans
|
|
33,866
|
|
|
657,686
|
|
|
|
|
|
|
691,552
|
|
|||||||
Increase resulting from stock-based compensation expense associated with affiliate's stock plans allocated to the Company
|
|
|
|
237,563
|
|
|
|
|
|
|
237,563
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
20,411,865
|
|
|
|
|
20,411,865
|
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
37,966,429
|
|
|
37,966,429
|
|
||||||||
Dividends paid to public stockholders ($.81 per share)
|
|
|
|
|
|
|
|
(4,082,080
|
)
|
|
(4,082,080
|
)
|
||||||||
Dividends paid to affiliate ($.81 per share)
|
|
|
|
|
|
|
|
(6,356,760
|
)
|
|
(6,356,760
|
)
|
||||||||
Balance at December 31, 2012
|
|
12,909,457
|
|
|
89,205,881
|
|
|
47,752,375
|
|
|
251,341,451
|
|
|
401,209,164
|
|
|||||
Issuance of common stock through affiliate's stock plans
|
|
396,570
|
|
|
9,811,882
|
|
|
|
|
|
|
10,208,452
|
|
|||||||
Increase resulting from stock-based compensation expense associated with affiliate's stock plans allocated to the Company
|
|
|
|
290,986
|
|
|
|
|
|
|
290,986
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
11,258,114
|
|
|
|
|
11,258,114
|
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
43,518,673
|
|
|
43,518,673
|
|
||||||||
Dividends paid to public stockholders ($.86 per share)
|
|
|
|
|
|
|
|
(4,526,000
|
)
|
|
(4,526,000
|
)
|
||||||||
Dividends paid to affiliate ($.86 per share)
|
|
|
|
|
|
|
|
(6,749,153
|
)
|
|
(6,749,153
|
)
|
||||||||
Balance at December 31, 2013
|
|
$
|
13,306,027
|
|
|
$
|
99,308,749
|
|
|
$
|
59,010,489
|
|
|
$
|
283,584,971
|
|
|
$
|
455,210,236
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
43,518,673
|
|
|
$
|
37,966,429
|
|
|
$
|
(2,737,279
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Losses and settlement expenses (affiliated $22,836,361, ($11,369,598) and $35,721,403)
|
|
27,083,885
|
|
|
(10,203,282
|
)
|
|
37,159,291
|
|
|||
Unearned premiums (affiliated $22,572,219, $15,526,088 and $12,793,258)
|
|
24,411,819
|
|
|
15,526,088
|
|
|
12,793,258
|
|
|||
Other policyholders' funds due to affiliate
|
|
2,435,924
|
|
|
993,951
|
|
|
(3,254,591
|
)
|
|||
Amounts due to/from affiliate to settle inter-company transaction balances
|
|
(5,605,149
|
)
|
|
(1,906,617
|
)
|
|
2,652,814
|
|
|||
Net pension and postretirement benefits payable to affiliate
|
|
1,267,439
|
|
|
2,337,666
|
|
|
(2,569,912
|
)
|
|||
Reinsurance receivables due from affiliate
|
|
(481,993
|
)
|
|
5,239,380
|
|
|
(9,260,522
|
)
|
|||
Prepaid reinsurance premiums due from affiliate
|
|
(4,521,476
|
)
|
|
4,182,134
|
|
|
152,400
|
|
|||
Commissions payable (affiliated $2,078,026, $2,606,348 and ($5,326,118))
|
|
2,226,816
|
|
|
2,586,605
|
|
|
(5,231,377
|
)
|
|||
Deferred policy acquisition costs (affiliated ($2,988,050),($3,575,876) and ($2,170,016))
|
|
(3,366,849
|
)
|
|
(3,575,876
|
)
|
|
(2,170,016
|
)
|
|||
Accrued investment income
|
|
(45,937
|
)
|
|
317,785
|
|
|
669,355
|
|
|||
Current income tax
|
|
3,213,297
|
|
|
8,080,149
|
|
|
(7,312,973
|
)
|
|||
Deferred income tax
|
|
406,909
|
|
|
2,072,604
|
|
|
1,564,021
|
|
|||
Net realized investment gains
|
|
(8,996,545
|
)
|
|
(8,017,028
|
)
|
|
(9,303,293
|
)
|
|||
Other, net (affiliated $1,369,372, $509,256 and ($755,075))
|
|
5,286,133
|
|
|
(561,848
|
)
|
|
(1,385,685
|
)
|
|||
Total adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
43,314,273
|
|
|
17,071,711
|
|
|
14,502,770
|
|
|||
Net cash provided by operating activities
|
|
$
|
86,832,946
|
|
|
$
|
55,038,140
|
|
|
$
|
11,765,491
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Purchases of fixed maturity securities available-for-sale
|
|
$
|
(264,177,959
|
)
|
|
$
|
(246,492,328
|
)
|
|
$
|
(210,127,051
|
)
|
Disposals of fixed maturity securities available-for-sale
|
|
175,663,715
|
|
|
226,671,993
|
|
|
220,875,360
|
|
|||
Purchases of equity securities available-for-sale
|
|
(40,579,581
|
)
|
|
(84,761,903
|
)
|
|
(104,379,504
|
)
|
|||
Disposals of equity securities available-for-sale
|
|
47,479,217
|
|
|
71,007,675
|
|
|
98,048,353
|
|
|||
Purchases of other long-term investments
|
|
(1,798,225
|
)
|
|
(855,226
|
)
|
|
—
|
|
|||
Disposals of other long-term investments
|
|
246,134
|
|
|
6,496
|
|
|
15,300
|
|
|||
Disposals of fixed maturity securities held-to-maturity
|
|
—
|
|
|
—
|
|
|
388,012
|
|
|||
Net purchases of short-term investments
|
|
(2,786,194
|
)
|
|
(10,789,988
|
)
|
|
(6,012,815
|
)
|
|||
Net cash used in investing activities
|
|
(85,952,893
|
)
|
|
(45,213,281
|
)
|
|
(1,192,345
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Issuance of common stock through affiliate’s stock plans
|
|
10,208,452
|
|
|
691,552
|
|
|
974,493
|
|
|||
Excess tax benefit associated with affiliate’s stock plans
|
|
95,077
|
|
|
(2,221
|
)
|
|
6,622
|
|
|||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(1,849,896
|
)
|
|||
Dividends paid to stockholders (affiliated ($6,749,153), ($6,356,760) and ($6,042,846))
|
|
(11,275,153
|
)
|
|
(10,438,840
|
)
|
|
(9,941,317
|
)
|
|||
Net cash used in financing activities
|
|
(971,624
|
)
|
|
(9,749,509
|
)
|
|
(10,810,098
|
)
|
|||
NET INCREASE (DECREASE) IN CASH
|
|
(91,571
|
)
|
|
75,350
|
|
|
(236,952
|
)
|
|||
Cash at the beginning of the year
|
|
330,392
|
|
|
255,042
|
|
|
491,994
|
|
|||
Cash at the end of the year
|
|
$
|
238,821
|
|
|
$
|
330,392
|
|
|
$
|
255,042
|
|
|
|
|
|
|
|
|
||||||
Income taxes paid (recovered)
|
|
$
|
13,713,541
|
|
|
$
|
3,514,432
|
|
|
$
|
(1,759,507
|
)
|
Interest paid to affiliate
|
|
$
|
900,000
|
|
|
$
|
900,000
|
|
|
$
|
900,000
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
AFFILIATION AND TRANSACTIONS WITH AFFILIATES
|
3.
|
REINSURANCE
|
|
|
Year ended December 31, 2013
|
||||||||||
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
368,532,466
|
|
|
$
|
—
|
|
|
$
|
368,532,466
|
|
Assumed from nonaffiliates
|
|
3,501,067
|
|
|
162,291,009
|
|
|
165,792,076
|
|
|||
Assumed from affiliates
|
|
425,218,093
|
|
|
—
|
|
|
425,218,093
|
|
|||
Ceded to nonaffiliates
|
|
(23,670,306
|
)
|
|
(20,502,167
|
)
|
|
(44,172,473
|
)
|
|||
Ceded to affiliates
|
|
(368,532,466
|
)
|
|
(12,760,996
|
)
|
|
(381,293,462
|
)
|
|||
Net premiums written
|
|
$
|
405,048,854
|
|
|
$
|
129,027,846
|
|
|
$
|
534,076,700
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
361,009,971
|
|
|
$
|
—
|
|
|
$
|
361,009,971
|
|
Assumed from nonaffiliates
|
|
3,275,147
|
|
|
151,978,261
|
|
|
155,253,408
|
|
|||
Assumed from affiliates
|
|
412,664,850
|
|
|
—
|
|
|
412,664,850
|
|
|||
Ceded to nonaffiliates
|
|
(23,221,149
|
)
|
|
(16,429,847
|
)
|
|
(39,650,996
|
)
|
|||
Ceded to affiliates
|
|
(361,009,971
|
)
|
|
(12,760,996
|
)
|
|
(373,770,967
|
)
|
|||
Net premiums earned
|
|
$
|
392,718,848
|
|
|
$
|
122,787,418
|
|
|
$
|
515,506,266
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
237,108,829
|
|
|
$
|
—
|
|
|
$
|
237,108,829
|
|
Assumed from nonaffiliates
|
|
2,280,529
|
|
|
80,854,436
|
|
|
83,134,965
|
|
|||
Assumed from affiliates
|
|
267,292,454
|
|
|
1,199,022
|
|
|
268,491,476
|
|
|||
Ceded to nonaffiliates
|
|
(8,655,974
|
)
|
|
(8,860,465
|
)
|
|
(17,516,439
|
)
|
|||
Ceded to affiliates
|
|
(237,108,829
|
)
|
|
(822,553
|
)
|
|
(237,931,382
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
260,917,009
|
|
|
$
|
72,370,440
|
|
|
$
|
333,287,449
|
|
|
|
Year ended December 31, 2012
|
||||||||||
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
341,306,420
|
|
|
$
|
—
|
|
|
$
|
341,306,420
|
|
Assumed from nonaffiliates
|
|
2,459,427
|
|
|
121,500,482
|
|
|
123,959,909
|
|
|||
Assumed from affiliates
|
|
390,982,516
|
|
|
—
|
|
|
390,982,516
|
|
|||
Ceded to nonaffiliates
|
|
(22,206,486
|
)
|
|
(2,338,228
|
)
|
|
(24,544,714
|
)
|
|||
Ceded to affiliates
|
|
(341,306,420
|
)
|
|
(11,916,226
|
)
|
|
(353,222,646
|
)
|
|||
Net premiums written
|
|
$
|
371,235,457
|
|
|
$
|
107,246,028
|
|
|
$
|
478,481,485
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
328,227,401
|
|
|
$
|
—
|
|
|
$
|
328,227,401
|
|
Assumed from nonaffiliates
|
|
2,296,360
|
|
|
119,502,706
|
|
|
121,799,066
|
|
|||
Assumed from affiliates
|
|
377,690,009
|
|
|
—
|
|
|
377,690,009
|
|
|||
Ceded to nonaffiliates
|
|
(22,847,683
|
)
|
|
(5,879,167
|
)
|
|
(28,726,850
|
)
|
|||
Ceded to affiliates
|
|
(328,227,401
|
)
|
|
(11,916,226
|
)
|
|
(340,143,627
|
)
|
|||
Net premiums earned
|
|
$
|
357,138,686
|
|
|
$
|
101,707,313
|
|
|
$
|
458,845,999
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
191,281,648
|
|
|
$
|
—
|
|
|
$
|
191,281,648
|
|
Assumed from nonaffiliates
|
|
1,718,484
|
|
|
83,987,064
|
|
|
85,705,548
|
|
|||
Assumed from affiliates
|
|
237,723,061
|
|
|
962,408
|
|
|
238,685,469
|
|
|||
Ceded to nonaffiliates
|
|
(5,549,265
|
)
|
|
(5,528,003
|
)
|
|
(11,077,268
|
)
|
|||
Ceded to affiliates
|
|
(191,281,648
|
)
|
|
(9,926,034
|
)
|
|
(201,207,682
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
233,892,280
|
|
|
$
|
69,495,435
|
|
|
$
|
303,387,715
|
|
|
|
Year ended December 31, 2011
|
||||||||||
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Total
|
||||||
Premiums written
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
301,829,277
|
|
|
$
|
—
|
|
|
$
|
301,829,277
|
|
Assumed from nonaffiliates
|
|
1,610,872
|
|
|
123,274,743
|
|
|
124,885,615
|
|
|||
Assumed from affiliates
|
|
356,622,503
|
|
|
—
|
|
|
356,622,503
|
|
|||
Ceded to nonaffiliates
|
|
(24,939,233
|
)
|
|
(16,059,909
|
)
|
|
(40,999,142
|
)
|
|||
Ceded to affiliates
|
|
(301,829,277
|
)
|
|
(10,721,484
|
)
|
|
(312,550,761
|
)
|
|||
Net premiums written
|
|
$
|
333,294,142
|
|
|
$
|
96,493,350
|
|
|
$
|
429,787,492
|
|
|
|
|
|
|
|
|
||||||
Premiums earned
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
283,482,713
|
|
|
$
|
—
|
|
|
$
|
283,482,713
|
|
Assumed from nonaffiliates
|
|
1,541,807
|
|
|
122,064,711
|
|
|
123,606,518
|
|
|||
Assumed from affiliates
|
|
344,668,820
|
|
|
—
|
|
|
344,668,820
|
|
|||
Ceded to nonaffiliates
|
|
(24,561,412
|
)
|
|
(16,590,129
|
)
|
|
(41,151,541
|
)
|
|||
Ceded to affiliates
|
|
(283,482,713
|
)
|
|
(10,721,484
|
)
|
|
(294,204,197
|
)
|
|||
Net premiums earned
|
|
$
|
321,649,215
|
|
|
$
|
94,753,098
|
|
|
$
|
416,402,313
|
|
|
|
|
|
|
|
|
||||||
Losses and settlement expenses incurred
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
247,585,728
|
|
|
$
|
—
|
|
|
$
|
247,585,728
|
|
Assumed from nonaffiliates
|
|
1,619,025
|
|
|
122,680,597
|
|
|
124,299,622
|
|
|||
Assumed from affiliates
|
|
264,217,463
|
|
|
732,478
|
|
|
264,949,941
|
|
|||
Ceded to nonaffiliates
|
|
(14,387,241
|
)
|
|
(16,010,258
|
)
|
|
(30,397,499
|
)
|
|||
Ceded to affiliates
|
|
(247,585,728
|
)
|
|
(15,877,627
|
)
|
|
(263,463,355
|
)
|
|||
Net losses and settlement expenses incurred
|
|
$
|
251,449,247
|
|
|
$
|
91,525,190
|
|
|
$
|
342,974,437
|
|
•
|
“Direct” represents business produced by the property and casualty insurance subsidiaries.
|
•
|
“Assumed from nonaffiliates” for the property and casualty insurance subsidiaries represents their aggregate
30 percent
pool participation percentage of involuntary business assumed by the pool participants pursuant to state law. For the reinsurance subsidiary, this line represents the reinsurance business assumed through the quota share agreement (including “fronting” activities initiated by Employers Mutual) and the business assumed outside the quota share agreement. Contractual changes in 2012 on selected accounts resulted in a reduction in "fronting" activity.
|
•
|
“Assumed from affiliates” for the property and casualty insurance subsidiaries represents their aggregate
30 percent
pool participation percentage of all the pool members’ direct business. The amounts reported under the caption “Losses and settlement expenses incurred” also include claim-related services provided by Employers Mutual that are allocated to the property and casualty insurance subsidiaries and the reinsurance subsidiary.
|
•
|
“Ceded to nonaffiliates” for the property and casualty insurance subsidiaries represents their aggregate
30 percent
pool participation percentage of 1) the amounts ceded to nonaffiliated reinsurance companies in accordance with the terms of the reinsurance agreements providing protection to the pool and each of its participants, and 2) the amounts ceded on a mandatory basis to state organizations in connection with various programs. For the reinsurance subsidiary, this line includes reinsurance business that is ceded to other insurance companies in connection with “fronting” activities initiated by Employers Mutual. Contractual changes in 2012 on selected accounts resulted in a reduction in "fronting" activity.
|
•
|
“Ceded to affiliates” for the property and casualty insurance subsidiaries represents the cession of their direct business to Employers Mutual under the terms of the pooling agreement. For the reinsurance subsidiary this line represents amounts ceded to Employers Mutual under the terms of the excess of loss reinsurance agreement.
|
4.
|
LIABILITY FOR LOSSES AND SETTLEMENT EXPENSES
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gross reserves at beginning of year
|
|
$
|
583,096,965
|
|
|
$
|
593,300,247
|
|
|
$
|
556,140,956
|
|
Less re-valuation due to foreign currency exchange rates
|
|
(1,569
|
)
|
|
(386
|
)
|
|
(392,276
|
)
|
|||
Less ceded reserves at beginning of year
|
|
31,389,594
|
|
|
36,842,204
|
|
|
29,062,553
|
|
|||
Net reserves at beginning of year
|
|
551,708,940
|
|
|
556,458,429
|
|
|
527,470,679
|
|
|||
|
|
|
|
|
|
|
||||||
Incurred losses and settlement expenses related to:
|
|
|
|
|
|
|
|
|
|
|||
Current year
|
|
346,072,934
|
|
|
329,120,220
|
|
|
376,073,620
|
|
|||
Prior years
|
|
(12,785,485
|
)
|
|
(25,732,505
|
)
|
|
(33,099,183
|
)
|
|||
Total incurred losses and settlement expenses
|
|
333,287,449
|
|
|
303,387,715
|
|
|
342,974,437
|
|
|||
|
|
|
|
|
|
|
||||||
Paid losses and settlement expenses related to:
|
|
|
|
|
|
|
|
|
|
|||
Current year
|
|
137,998,060
|
|
|
145,102,723
|
|
|
167,793,377
|
|
|||
Prior years
|
|
167,268,783
|
|
|
163,034,481
|
|
|
146,193,310
|
|
|||
Total paid losses and settlement expenses
|
|
305,266,843
|
|
|
308,137,204
|
|
|
313,986,687
|
|
|||
|
|
|
|
|
|
|
||||||
Net reserves at end of year
|
|
579,729,546
|
|
|
551,708,940
|
|
|
556,458,429
|
|
|||
Plus ceded reserves at end of year
|
|
30,118,493
|
|
|
31,389,594
|
|
|
36,842,204
|
|
|||
Plus re-valuation due to foreign currency exchange rates
|
|
332,811
|
|
|
(1,569
|
)
|
|
(386
|
)
|
|||
Gross reserves at end of year
|
|
$
|
610,180,850
|
|
|
$
|
583,096,965
|
|
|
$
|
593,300,247
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Reported amount of favorable development experienced on prior years' reserves
|
|
$
|
(12,785,485
|
)
|
|
$
|
(25,732,505
|
)
|
|
$
|
(33,099,183
|
)
|
Adjustment for (adverse) favorable development included in the reported development amount that had no impact on earnings
|
|
6,526,000
|
|
|
(4,551,000
|
)
|
|
1,396,000
|
|
|||
Approximation of the implied amount of favorable development that had an impact on earnings
|
|
$
|
(6,259,485
|
)
|
|
$
|
(30,283,505
|
)
|
|
$
|
(31,703,183
|
)
|
5.
|
ASBESTOS AND ENVIRONMENTAL CLAIMS
|
6.
|
STATUTORY INFORMATION AND DIVIDEND RESTRICTIONS
|
Year ended December 31, 2013
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Parent
company |
|
Consolidated
|
||||||||
Premiums earned
|
|
$
|
392,718,848
|
|
|
$
|
122,787,418
|
|
|
$
|
—
|
|
|
$
|
515,506,266
|
|
|
|
|
|
|
|
|
|
|
||||||||
Underwriting profit (loss)
|
|
(10,435,392
|
)
|
|
21,308,412
|
|
|
—
|
|
|
10,873,020
|
|
||||
Net investment income (loss)
|
|
31,396,676
|
|
|
11,634,972
|
|
|
(9,473
|
)
|
|
43,022,175
|
|
||||
Realized investment gains
|
|
7,525,063
|
|
|
1,471,482
|
|
|
—
|
|
|
8,996,545
|
|
||||
Other income
|
|
765,343
|
|
|
61,018
|
|
|
—
|
|
|
826,361
|
|
||||
Interest expense
|
|
384,375
|
|
|
—
|
|
|
—
|
|
|
384,375
|
|
||||
Other expenses
|
|
750,853
|
|
|
366,338
|
|
|
1,364,115
|
|
|
2,481,306
|
|
||||
Income (loss) before income tax expense (benefit)
|
|
$
|
28,116,462
|
|
|
$
|
34,109,546
|
|
|
$
|
(1,373,588
|
)
|
|
$
|
60,852,420
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
$
|
978,745,563
|
|
|
$
|
387,284,346
|
|
|
$
|
455,367,743
|
|
|
$
|
1,821,397,652
|
|
Eliminations
|
|
—
|
|
|
—
|
|
|
(441,983,975
|
)
|
|
(441,983,975
|
)
|
||||
Reclassifications
|
|
—
|
|
|
—
|
|
|
(480,756
|
)
|
|
(480,756
|
)
|
||||
Net assets
|
|
$
|
978,745,563
|
|
|
$
|
387,284,346
|
|
|
$
|
12,903,012
|
|
|
$
|
1,378,932,921
|
|
Year ended December 31, 2012
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Parent
company |
|
Consolidated
|
||||||||
Premiums earned
|
|
$
|
357,138,686
|
|
|
$
|
101,707,313
|
|
|
$
|
—
|
|
|
$
|
458,845,999
|
|
|
|
|
|
|
|
|
|
|
||||||||
Underwriting profit (loss)
|
|
(8,207,255
|
)
|
|
9,841,595
|
|
|
—
|
|
|
1,634,340
|
|
||||
Net investment income (loss)
|
|
32,214,705
|
|
|
11,940,123
|
|
|
(9,754
|
)
|
|
44,145,074
|
|
||||
Realized investment gains
|
|
7,347,944
|
|
|
669,084
|
|
|
—
|
|
|
8,017,028
|
|
||||
Other income
|
|
774,210
|
|
|
85,216
|
|
|
—
|
|
|
859,426
|
|
||||
Interest expense
|
|
900,000
|
|
|
—
|
|
|
—
|
|
|
900,000
|
|
||||
Other expenses
|
|
798,046
|
|
|
24,829
|
|
|
1,299,379
|
|
|
2,122,254
|
|
||||
Income (loss) before income tax expense (benefit)
|
|
$
|
30,431,558
|
|
|
$
|
22,511,189
|
|
|
$
|
(1,309,133
|
)
|
|
$
|
51,633,614
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
$
|
934,876,596
|
|
|
$
|
350,867,500
|
|
|
$
|
401,319,530
|
|
|
$
|
1,687,063,626
|
|
Eliminations
|
|
—
|
|
|
—
|
|
|
(396,288,097
|
)
|
|
(396,288,097
|
)
|
||||
Reclassifications
|
|
—
|
|
|
—
|
|
|
(66,423
|
)
|
|
(66,423
|
)
|
||||
Net assets
|
|
$
|
934,876,596
|
|
|
$
|
350,867,500
|
|
|
$
|
4,965,010
|
|
|
$
|
1,290,709,106
|
|
Year ended December 31, 2011
|
|
Property and
casualty insurance |
|
Reinsurance
|
|
Parent
company |
|
Consolidated
|
||||||||
Premiums earned
|
|
$
|
321,649,215
|
|
|
$
|
94,753,098
|
|
|
$
|
—
|
|
|
$
|
416,402,313
|
|
|
|
|
|
|
|
|
|
|
||||||||
Underwriting profit (loss)
|
|
(46,387,960
|
)
|
|
(17,273,231
|
)
|
|
—
|
|
|
(63,661,191
|
)
|
||||
Net investment income (loss)
|
|
33,718,436
|
|
|
12,395,350
|
|
|
(2,861
|
)
|
|
46,110,925
|
|
||||
Realized investment gains
|
|
6,970,028
|
|
|
2,333,265
|
|
|
—
|
|
|
9,303,293
|
|
||||
Other income
|
|
790,802
|
|
|
37,308
|
|
|
—
|
|
|
828,110
|
|
||||
Interest expense
|
|
900,000
|
|
|
—
|
|
|
—
|
|
|
900,000
|
|
||||
Other expenses
|
|
750,675
|
|
|
591,850
|
|
|
1,330,129
|
|
|
2,672,654
|
|
||||
Income (loss) before income tax expense (benefit)
|
|
$
|
(6,559,369
|
)
|
|
$
|
(3,099,158
|
)
|
|
$
|
(1,332,990
|
)
|
|
$
|
(10,991,517
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Property and casualty insurance segment
|
|
|
|
|
|
|
||||||
Commercial lines:
|
|
|
|
|
|
|
||||||
Automobile
|
|
$
|
86,230,496
|
|
|
$
|
76,361,648
|
|
|
$
|
67,110,580
|
|
Property
|
|
87,445,736
|
|
|
77,726,271
|
|
|
69,239,781
|
|
|||
Workers' compensation
|
|
83,171,963
|
|
|
75,696,890
|
|
|
68,323,060
|
|
|||
Liability
|
|
77,982,518
|
|
|
68,661,112
|
|
|
60,455,101
|
|
|||
Other
|
|
7,487,462
|
|
|
7,613,899
|
|
|
7,626,542
|
|
|||
Total commercial lines
|
|
342,318,175
|
|
|
306,059,820
|
|
|
272,755,064
|
|
|||
|
|
|
|
|
|
|
||||||
Personal lines:
|
|
|
|
|
|
|
||||||
Automobile
|
|
27,408,367
|
|
|
28,436,720
|
|
|
27,514,345
|
|
|||
Property
|
|
22,284,652
|
|
|
22,020,416
|
|
|
20,824,263
|
|
|||
Liability
|
|
707,654
|
|
|
621,730
|
|
|
555,543
|
|
|||
Total personal lines
|
|
50,400,673
|
|
|
51,078,866
|
|
|
48,894,151
|
|
|||
Total property and casualty insurance
|
|
$
|
392,718,848
|
|
|
$
|
357,138,686
|
|
|
$
|
321,649,215
|
|
|
|
|
|
|
|
|
||||||
Reinsurance segment
|
|
|
|
|
|
|
||||||
Pro rata reinsurance:
|
|
|
|
|
|
|
||||||
Property and liability
|
|
$
|
7,489,202
|
|
|
$
|
6,231,955
|
|
|
$
|
9,398,123
|
|
Property
|
|
15,774,885
|
|
|
13,508,911
|
|
|
13,798,857
|
|
|||
Crop
|
|
4,454,582
|
|
|
3,840,893
|
|
|
5,681,196
|
|
|||
Liability
|
|
5,172,213
|
|
|
1,171,245
|
|
|
1,261,047
|
|
|||
Marine/Aviation
|
|
14,757,244
|
|
|
5,708,220
|
|
|
889,350
|
|
|||
Total pro rata reinsurance
|
|
47,648,126
|
|
|
30,461,224
|
|
|
31,028,573
|
|
|||
|
|
|
|
|
|
|
||||||
Excess of loss reinsurance:
|
|
|
|
|
|
|
||||||
Property
|
|
64,068,912
|
|
|
59,537,028
|
|
|
53,170,244
|
|
|||
Liability
|
|
11,070,281
|
|
|
11,698,372
|
|
|
10,561,260
|
|
|||
Surety
|
|
99
|
|
|
10,689
|
|
|
(6,979
|
)
|
|||
Total excess of loss reinsurance
|
|
75,139,292
|
|
|
71,246,089
|
|
|
63,724,525
|
|
|||
Total reinsurance
|
|
$
|
122,787,418
|
|
|
$
|
101,707,313
|
|
|
$
|
94,753,098
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
515,506,266
|
|
|
$
|
458,845,999
|
|
|
$
|
416,402,313
|
|
8.
|
DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
|
Carrying
amount |
|
Estimated
fair value |
||||
December 31, 2013
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
||||
U.S. treasury
|
|
$
|
9,412,497
|
|
|
$
|
9,412,497
|
|
U.S. government-sponsored agencies
|
|
146,945,719
|
|
|
146,945,719
|
|
||
Obligations of states and political subdivisions
|
|
357,051,689
|
|
|
357,051,689
|
|
||
Commercial mortgage-backed
|
|
68,939,577
|
|
|
68,939,577
|
|
||
Residential mortgage-backed
|
|
94,179,189
|
|
|
94,179,189
|
|
||
Other asset-backed
|
|
12,647,636
|
|
|
12,647,636
|
|
||
Corporate
|
|
338,807,706
|
|
|
338,807,706
|
|
||
Total fixed maturity securities available-for-sale
|
|
1,027,984,013
|
|
|
1,027,984,013
|
|
||
|
|
|
|
|
||||
Equity securities available-for-sale:
|
|
|
|
|
||||
Common stocks:
|
|
|
|
|
||||
Financial services
|
|
28,498,329
|
|
|
28,498,329
|
|
||
Information technology
|
|
18,917,368
|
|
|
18,917,368
|
|
||
Healthcare
|
|
21,944,614
|
|
|
21,944,614
|
|
||
Consumer staples
|
|
13,010,682
|
|
|
13,010,682
|
|
||
Consumer discretionary
|
|
21,031,295
|
|
|
21,031,295
|
|
||
Energy
|
|
21,117,265
|
|
|
21,117,265
|
|
||
Industrials
|
|
17,264,144
|
|
|
17,264,144
|
|
||
Other
|
|
17,811,177
|
|
|
17,811,177
|
|
||
Non-redeemable preferred stocks
|
|
10,253,400
|
|
|
10,253,400
|
|
||
Total equity securities available-for-sale
|
|
169,848,274
|
|
|
169,848,274
|
|
||
|
|
|
|
|
||||
Short-term investments
|
|
56,165,534
|
|
|
56,165,534
|
|
||
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Surplus notes
|
|
25,000,000
|
|
|
10,040,013
|
|
|
|
Carrying
amount |
|
Estimated
fair value |
||||
December 31, 2012
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
||||
U.S. treasury
|
|
$
|
4,984,902
|
|
|
$
|
4,984,902
|
|
U.S. government-sponsored agencies
|
|
162,442,630
|
|
|
162,442,630
|
|
||
Obligations of states and political subdivisions
|
|
370,962,114
|
|
|
370,962,114
|
|
||
Commercial mortgage-backed
|
|
80,349,182
|
|
|
80,349,182
|
|
||
Residential mortgage-backed
|
|
47,789,604
|
|
|
47,789,604
|
|
||
Other asset-backed
|
|
11,286,848
|
|
|
11,286,848
|
|
||
Corporate
|
|
321,979,577
|
|
|
321,979,577
|
|
||
Total fixed maturity securities available-for-sale
|
|
999,794,857
|
|
|
999,794,857
|
|
||
|
|
|
|
|
||||
Equity securities available-for-sale:
|
|
|
|
|
||||
Common stocks:
|
|
|
|
|
||||
Financial services
|
|
18,093,388
|
|
|
18,093,388
|
|
||
Information technology
|
|
16,925,764
|
|
|
16,925,764
|
|
||
Healthcare
|
|
19,023,849
|
|
|
19,023,849
|
|
||
Consumer staples
|
|
13,609,527
|
|
|
13,609,527
|
|
||
Consumer discretionary
|
|
17,090,547
|
|
|
17,090,547
|
|
||
Energy
|
|
19,430,330
|
|
|
19,430,330
|
|
||
Industrials
|
|
8,574,816
|
|
|
8,574,816
|
|
||
Other
|
|
18,681,440
|
|
|
18,681,440
|
|
||
Non-redeemable preferred stocks
|
|
8,864,164
|
|
|
8,864,164
|
|
||
Total equity securities available-for-sale
|
|
140,293,825
|
|
|
140,293,825
|
|
||
|
|
|
|
|
||||
Short-term investments
|
|
53,418,914
|
|
|
53,418,914
|
|
||
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Surplus notes
|
|
25,000,000
|
|
|
18,835,954
|
|
|
Level 1 -
|
Unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
|
|
|
|
Level 2 -
|
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.
|
|
|
|
|
Level 3 -
|
Prices or valuation techniques that require significant unobservable inputs because observable inputs are not available. The unobservable inputs may reflect the Company’s own judgments about the assumptions that market participants would use.
|
•
|
U.S. Treasury securities (including bonds, notes, and bills) are priced according to a number of live data sources, including active market makers and inter-dealer brokers. Prices from these sources are reviewed based on the sources’ historical accuracy for individual issues and maturity ranges.
|
•
|
U.S. government-sponsored agencies and corporate securities (including fixed-rate corporate bonds and medium-term notes) are priced by determining a bullet (non-call) spread scale for each issuer for maturities going out to forty years. These spreads represent credit risk and are obtained from the new issue market, secondary trading, and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption features. The final spread is then added to the U.S. Treasury curve.
|
•
|
Obligations of states and political subdivisions are priced by tracking and analyzing actively quoted issues and reported trades, material event notices and benchmark yields. Municipal bonds with similar characteristics are grouped together into market sectors, and internal yield curves are constructed daily for these sectors. Individual bond evaluations are extrapolated from these sectors, with the ability to make individual spread adjustments for attributes such as discounts, premiums, alternative minimum tax, and/or whether or not the bond is callable.
|
•
|
Mortgage-backed and asset-backed securities are first reviewed for the appropriate pricing speed (if prepayable), spread, yield and volatility. The securities are priced with models using spreads and other information solicited from Wall Street buy- and sell-side sources, including primary and secondary dealers, portfolio managers, and research analysts. To determine a tranche’s price, first the benchmark yield is determined and adjusted for collateral performance, tranche level attributes and market conditions. Then the cash flow for each tranche is generated (using consensus prepayment speed assumptions including, as appropriate, a prepayment projection based on historical statistics of the underlying collateral). The tranche-level yield is used to discount the cash flows and generate the price. Depending on the characteristics of the tranche, a volatility-driven, multi-dimensional single cash flow stream model or an option-adjusted spread model may be used. When cash flows or other security structure or market information is not available, broker quotes may be used.
|
|
|
|
|
Fair value measurements using
|
||||||||||||
December 31, 2013
|
|
Total
|
|
Quoted
prices in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Financial instruments reported at fair value on recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
9,412,497
|
|
|
$
|
—
|
|
|
$
|
9,412,497
|
|
|
$
|
—
|
|
U.S. government-sponsored agencies
|
|
146,945,719
|
|
|
—
|
|
|
146,945,719
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
|
357,051,689
|
|
|
—
|
|
|
357,051,689
|
|
|
—
|
|
||||
Commercial mortgage-backed
|
|
68,939,577
|
|
|
—
|
|
|
68,939,577
|
|
|
—
|
|
||||
Residential mortgage-backed
|
|
94,179,189
|
|
|
—
|
|
|
94,179,189
|
|
|
—
|
|
||||
Other asset-backed
|
|
12,647,636
|
|
|
—
|
|
|
12,647,636
|
|
|
—
|
|
||||
Corporate
|
|
338,807,706
|
|
|
—
|
|
|
336,832,053
|
|
|
1,975,653
|
|
||||
Total fixed maturity securities available-for-sale
|
|
1,027,984,013
|
|
|
—
|
|
|
1,026,008,360
|
|
|
1,975,653
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
28,498,329
|
|
|
28,495,722
|
|
|
—
|
|
|
2,607
|
|
||||
Information technology
|
|
18,917,368
|
|
|
18,917,368
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
21,944,614
|
|
|
21,944,614
|
|
|
—
|
|
|
—
|
|
||||
Consumer staples
|
|
13,010,682
|
|
|
13,010,682
|
|
|
—
|
|
|
—
|
|
||||
Consumer discretionary
|
|
21,031,295
|
|
|
21,031,295
|
|
|
—
|
|
|
—
|
|
||||
Energy
|
|
21,117,265
|
|
|
21,117,265
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
17,264,144
|
|
|
17,264,144
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
17,811,177
|
|
|
17,811,177
|
|
|
—
|
|
|
—
|
|
||||
Non-redeemable preferred stocks
|
|
10,253,400
|
|
|
10,253,400
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities available-for-sale
|
|
169,848,274
|
|
|
169,845,667
|
|
|
—
|
|
|
2,607
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
56,165,534
|
|
|
56,165,534
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Financial instruments not reported at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Surplus notes
|
|
10,040,013
|
|
|
—
|
|
|
—
|
|
|
10,040,013
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
December 31, 2012
|
|
Total
|
|
Quoted
prices in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Financial instruments reported at fair value on recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
4,984,902
|
|
|
$
|
—
|
|
|
$
|
4,984,902
|
|
|
$
|
—
|
|
U.S. government-sponsored agencies
|
|
162,442,630
|
|
|
—
|
|
|
162,442,630
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
|
370,962,114
|
|
|
—
|
|
|
370,962,114
|
|
|
—
|
|
||||
Commercial mortgage-backed
|
|
80,349,182
|
|
|
—
|
|
|
80,349,182
|
|
|
—
|
|
||||
Residential mortgage-backed
|
|
47,789,604
|
|
|
—
|
|
|
47,789,604
|
|
|
—
|
|
||||
Other asset-backed
|
|
11,286,848
|
|
|
—
|
|
|
11,286,848
|
|
|
—
|
|
||||
Corporate
|
|
321,979,577
|
|
|
—
|
|
|
321,979,577
|
|
|
—
|
|
||||
Total fixed maturity securities available-for-sale
|
|
999,794,857
|
|
|
—
|
|
|
999,794,857
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
18,093,388
|
|
|
18,090,987
|
|
|
—
|
|
|
2,401
|
|
||||
Information technology
|
|
16,925,764
|
|
|
16,925,764
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
19,023,849
|
|
|
19,023,849
|
|
|
—
|
|
|
—
|
|
||||
Consumer staples
|
|
13,609,527
|
|
|
13,609,527
|
|
|
—
|
|
|
—
|
|
||||
Consumer discretionary
|
|
17,090,547
|
|
|
17,090,547
|
|
|
—
|
|
|
—
|
|
||||
Energy
|
|
19,430,330
|
|
|
19,430,330
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
8,574,816
|
|
|
8,574,816
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
18,681,440
|
|
|
18,681,440
|
|
|
—
|
|
|
—
|
|
||||
Non-redeemable preferred stocks
|
|
8,864,164
|
|
|
8,864,164
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities available-for-sale
|
|
140,293,825
|
|
|
140,291,424
|
|
|
—
|
|
|
2,401
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
53,418,914
|
|
|
42,062,664
|
|
|
11,356,250
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Financial instruments not reported at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Surplus notes
|
|
18,835,954
|
|
|
—
|
|
|
—
|
|
|
18,835,954
|
|
|
|
Fair value measurements using significant unobservable inputs (Level 3)
|
||||||||||
|
|
Fixed maturity securities available-for-sale, corporate
|
|
Equity securities
available-for-sale, financial services |
|
Total
|
||||||
Balance at December 31, 2011
|
|
$
|
—
|
|
|
$
|
2,250
|
|
|
$
|
2,250
|
|
Unrealized gains included in other comprehensive income
|
|
—
|
|
|
151
|
|
|
151
|
|
|||
Balance at December 31, 2012
|
|
—
|
|
|
2,401
|
|
|
2,401
|
|
|||
Purchases
|
|
1,971,303
|
|
|
—
|
|
|
1,971,303
|
|
|||
Settlements
|
|
(944
|
)
|
|
—
|
|
|
(944
|
)
|
|||
Unrealized gains included in other comprehensive income
|
|
5,294
|
|
|
206
|
|
|
5,500
|
|
|||
Balance at December 31, 2013
|
|
$
|
1,975,653
|
|
|
$
|
2,607
|
|
|
$
|
1,978,260
|
|
9.
|
INVESTMENTS
|
December 31, 2013
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair value |
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
9,539,657
|
|
|
$
|
191,560
|
|
|
$
|
318,720
|
|
|
$
|
9,412,497
|
|
U.S. government-sponsored agencies
|
|
156,980,739
|
|
|
1,355,805
|
|
|
11,390,825
|
|
|
146,945,719
|
|
||||
Obligations of states and political subdivisions
|
|
346,554,566
|
|
|
15,039,209
|
|
|
4,542,086
|
|
|
357,051,689
|
|
||||
Commercial mortgage-backed
|
|
63,184,992
|
|
|
5,842,361
|
|
|
87,776
|
|
|
68,939,577
|
|
||||
Residential mortgage-backed
|
|
96,058,330
|
|
|
1,073,040
|
|
|
2,952,181
|
|
|
94,179,189
|
|
||||
Other asset-backed
|
|
11,455,608
|
|
|
1,192,028
|
|
|
—
|
|
|
12,647,636
|
|
||||
Corporate
|
|
325,798,433
|
|
|
16,541,906
|
|
|
3,532,633
|
|
|
338,807,706
|
|
||||
Total fixed maturity securities
|
|
1,009,572,325
|
|
|
41,235,909
|
|
|
22,824,221
|
|
|
1,027,984,013
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
19,272,973
|
|
|
9,374,101
|
|
|
148,745
|
|
|
28,498,329
|
|
||||
Information technology
|
|
12,644,716
|
|
|
6,301,287
|
|
|
28,635
|
|
|
18,917,368
|
|
||||
Healthcare
|
|
12,801,287
|
|
|
9,143,327
|
|
|
—
|
|
|
21,944,614
|
|
||||
Consumer staples
|
|
9,162,313
|
|
|
3,848,590
|
|
|
221
|
|
|
13,010,682
|
|
||||
Consumer discretionary
|
|
10,722,050
|
|
|
10,309,245
|
|
|
—
|
|
|
21,031,295
|
|
||||
Energy
|
|
14,102,214
|
|
|
7,341,182
|
|
|
326,131
|
|
|
21,117,265
|
|
||||
Industrials
|
|
11,189,958
|
|
|
6,075,540
|
|
|
1,354
|
|
|
17,264,144
|
|
||||
Other
|
|
13,357,539
|
|
|
4,489,391
|
|
|
35,753
|
|
|
17,811,177
|
|
||||
Non-redeemable preferred stocks
|
|
10,582,438
|
|
|
315,662
|
|
|
644,700
|
|
|
10,253,400
|
|
||||
Total equity securities
|
|
113,835,488
|
|
|
57,198,325
|
|
|
1,185,539
|
|
|
169,848,274
|
|
||||
Total securities available-for-sale
|
|
$
|
1,123,407,813
|
|
|
$
|
98,434,234
|
|
|
$
|
24,009,760
|
|
|
$
|
1,197,832,287
|
|
December 31, 2012
|
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair value |
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury
|
|
$
|
4,697,762
|
|
|
$
|
287,140
|
|
|
$
|
—
|
|
|
$
|
4,984,902
|
|
U.S. government-sponsored agencies
|
|
159,548,303
|
|
|
3,228,302
|
|
|
333,975
|
|
|
162,442,630
|
|
||||
Obligations of states and political subdivisions
|
|
335,188,220
|
|
|
35,776,373
|
|
|
2,479
|
|
|
370,962,114
|
|
||||
Commercial mortgage-backed
|
|
69,952,036
|
|
|
10,412,989
|
|
|
15,843
|
|
|
80,349,182
|
|
||||
Residential mortgage-backed
|
|
46,286,598
|
|
|
1,777,113
|
|
|
274,107
|
|
|
47,789,604
|
|
||||
Other asset-backed
|
|
9,720,662
|
|
|
1,566,186
|
|
|
—
|
|
|
11,286,848
|
|
||||
Corporate
|
|
295,450,358
|
|
|
26,774,604
|
|
|
245,385
|
|
|
321,979,577
|
|
||||
Total fixed maturity securities
|
|
920,843,939
|
|
|
79,822,707
|
|
|
871,789
|
|
|
999,794,857
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Financial services
|
|
14,496,766
|
|
|
3,630,544
|
|
|
33,922
|
|
|
18,093,388
|
|
||||
Information technology
|
|
12,331,378
|
|
|
4,722,076
|
|
|
127,690
|
|
|
16,925,764
|
|
||||
Healthcare
|
|
14,823,967
|
|
|
4,199,882
|
|
|
—
|
|
|
19,023,849
|
|
||||
Consumer staples
|
|
12,019,892
|
|
|
1,593,039
|
|
|
3,404
|
|
|
13,609,527
|
|
||||
Consumer discretionary
|
|
10,829,547
|
|
|
6,261,000
|
|
|
—
|
|
|
17,090,547
|
|
||||
Energy
|
|
14,629,926
|
|
|
4,800,404
|
|
|
—
|
|
|
19,430,330
|
|
||||
Industrials
|
|
7,638,633
|
|
|
936,183
|
|
|
—
|
|
|
8,574,816
|
|
||||
Other
|
|
16,749,417
|
|
|
2,215,172
|
|
|
283,149
|
|
|
18,681,440
|
|
||||
Non-redeemable preferred stocks
|
|
8,332,437
|
|
|
647,727
|
|
|
116,000
|
|
|
8,864,164
|
|
||||
Total equity securities
|
|
111,851,963
|
|
|
29,006,027
|
|
|
564,165
|
|
|
140,293,825
|
|
||||
Total securities available-for-sale
|
|
$
|
1,032,695,902
|
|
|
$
|
108,828,734
|
|
|
$
|
1,435,954
|
|
|
$
|
1,140,088,682
|
|
December 31, 2013
|
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
|
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury
|
|
$
|
4,506,640
|
|
|
$
|
318,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,506,640
|
|
|
$
|
318,720
|
|
U.S. government-sponsored agencies
|
|
93,855,585
|
|
|
8,119,934
|
|
|
24,053,560
|
|
|
3,270,891
|
|
|
117,909,145
|
|
|
11,390,825
|
|
||||||
Obligations of states and political subdivisions
|
|
74,522,866
|
|
|
4,335,400
|
|
|
3,008,580
|
|
|
206,686
|
|
|
77,531,446
|
|
|
4,542,086
|
|
||||||
Commercial mortgage-backed
|
|
10,550,634
|
|
|
87,776
|
|
|
—
|
|
|
—
|
|
|
10,550,634
|
|
|
87,776
|
|
||||||
Residential mortgage-backed
|
|
44,243,259
|
|
|
2,481,862
|
|
|
4,599,942
|
|
|
470,319
|
|
|
48,843,201
|
|
|
2,952,181
|
|
||||||
Corporate
|
|
81,291,981
|
|
|
2,704,297
|
|
|
10,547,054
|
|
|
828,336
|
|
|
91,839,035
|
|
|
3,532,633
|
|
||||||
Total, fixed maturity securities
|
|
308,970,965
|
|
|
18,047,989
|
|
|
42,209,136
|
|
|
4,776,232
|
|
|
351,180,101
|
|
|
22,824,221
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial services
|
|
2,801,525
|
|
|
148,745
|
|
|
—
|
|
|
—
|
|
|
2,801,525
|
|
|
148,745
|
|
||||||
Information technology
|
|
609,630
|
|
|
28,635
|
|
|
—
|
|
|
—
|
|
|
609,630
|
|
|
28,635
|
|
||||||
Consumer staples
|
|
29,648
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
29,648
|
|
|
221
|
|
||||||
Energy
|
|
1,450,037
|
|
|
326,131
|
|
|
—
|
|
|
—
|
|
|
1,450,037
|
|
|
326,131
|
|
||||||
Industrials
|
|
625,124
|
|
|
1,354
|
|
|
—
|
|
|
—
|
|
|
625,124
|
|
|
1,354
|
|
||||||
Other
|
|
1,498,700
|
|
|
35,753
|
|
|
—
|
|
|
—
|
|
|
1,498,700
|
|
|
35,753
|
|
||||||
Non-redeemable preferred stocks
|
|
2,121,300
|
|
|
128,700
|
|
|
1,484,000
|
|
|
516,000
|
|
|
3,605,300
|
|
|
644,700
|
|
||||||
Total, equity securities
|
|
9,135,964
|
|
|
669,539
|
|
|
1,484,000
|
|
|
516,000
|
|
|
10,619,964
|
|
|
1,185,539
|
|
||||||
Total temporarily impaired securities
|
|
$
|
318,106,929
|
|
|
$
|
18,717,528
|
|
|
$
|
43,693,136
|
|
|
$
|
5,292,232
|
|
|
$
|
361,800,065
|
|
|
$
|
24,009,760
|
|
December 31, 2012
|
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
|
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
|
Fair
value |
|
Unrealized
losses |
||||||||||||
Fixed maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agencies
|
|
$
|
33,950,271
|
|
|
$
|
333,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,950,271
|
|
|
$
|
333,975
|
|
Obligations of states and political subdivisions
|
|
3,234,180
|
|
|
2,479
|
|
|
—
|
|
|
—
|
|
|
3,234,180
|
|
|
2,479
|
|
||||||
Commercial mortgage-backed
|
|
3,773,043
|
|
|
15,843
|
|
|
—
|
|
|
—
|
|
|
3,773,043
|
|
|
15,843
|
|
||||||
Residential mortgage-backed
|
|
5,303,741
|
|
|
274,107
|
|
|
—
|
|
|
—
|
|
|
5,303,741
|
|
|
274,107
|
|
||||||
Corporate
|
|
17,567,579
|
|
|
245,385
|
|
|
—
|
|
|
—
|
|
|
17,567,579
|
|
|
245,385
|
|
||||||
Total, fixed maturity securities
|
|
63,828,814
|
|
|
871,789
|
|
|
—
|
|
|
—
|
|
|
63,828,814
|
|
|
871,789
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stocks:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial services
|
|
881,580
|
|
|
33,922
|
|
|
—
|
|
|
—
|
|
|
881,580
|
|
|
33,922
|
|
||||||
Information technology
|
|
1,435,122
|
|
|
127,690
|
|
|
—
|
|
|
—
|
|
|
1,435,122
|
|
|
127,690
|
|
||||||
Consumer staples
|
|
90,080
|
|
|
3,404
|
|
|
—
|
|
|
—
|
|
|
90,080
|
|
|
3,404
|
|
||||||
Other
|
|
2,403,683
|
|
|
283,149
|
|
|
—
|
|
|
—
|
|
|
2,403,683
|
|
|
283,149
|
|
||||||
Non-redeemable preferred stocks
|
|
—
|
|
|
—
|
|
|
1,884,000
|
|
|
116,000
|
|
|
1,884,000
|
|
|
116,000
|
|
||||||
Total, equity securities
|
|
4,810,465
|
|
|
448,165
|
|
|
1,884,000
|
|
|
116,000
|
|
|
6,694,465
|
|
|
564,165
|
|
||||||
Total temporarily impaired securities
|
|
$
|
68,639,279
|
|
|
$
|
1,319,954
|
|
|
$
|
1,884,000
|
|
|
$
|
116,000
|
|
|
$
|
70,523,279
|
|
|
$
|
1,435,954
|
|
|
|
Amortized
cost |
|
Estimated
fair value |
||||
Securities available-for-sale:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
4,081,655
|
|
|
$
|
4,129,740
|
|
Due after one year through five years
|
|
208,280,054
|
|
|
220,054,211
|
|
||
Due after five years through ten years
|
|
144,873,434
|
|
|
148,508,936
|
|
||
Due after ten years
|
|
493,093,860
|
|
|
492,172,360
|
|
||
Mortgage-backed securities
|
|
159,243,322
|
|
|
163,118,766
|
|
||
Totals
|
|
$
|
1,009,572,325
|
|
|
$
|
1,027,984,013
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fixed maturity securities held-to-maturity:
|
|
|
|
|
|
|
||||||
Gross realized investment gains
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,077
|
|
|
|
|
|
|
|
|
||||||
Fixed maturity securities available-for-sale:
|
|
|
|
|
|
|
||||||
Gross realized investment gains
|
|
1,225,954
|
|
|
795,199
|
|
|
1,236,302
|
|
|||
Gross realized investment losses
|
|
(725,062
|
)
|
|
(9,777
|
)
|
|
(572,071
|
)
|
|||
"Other-than-temporary" impairments
|
|
—
|
|
|
—
|
|
|
(221,956
|
)
|
|||
|
|
|
|
|
|
|
||||||
Equity securities available-for-sale:
|
|
|
|
|
|
|
||||||
Gross realized investment gains
|
|
9,457,892
|
|
|
9,983,532
|
|
|
18,604,135
|
|
|||
Gross realized investment losses
|
|
(898,592
|
)
|
|
(2,566,303
|
)
|
|
(4,052,016
|
)
|
|||
"Other-than-temporary" impairments
|
|
(63,647
|
)
|
|
(185,623
|
)
|
|
(5,738,178
|
)
|
|||
Totals
|
|
$
|
8,996,545
|
|
|
$
|
8,017,028
|
|
|
$
|
9,303,293
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
207,854
|
|
Reduction for credit loss associated with previously recognized "other-than-temporary" impairment due to management's intent to sell the security
|
|
—
|
|
|
—
|
|
|
(207,854
|
)
|
|||
Balance at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest on fixed maturity securities
|
|
$
|
40,062,086
|
|
|
$
|
41,699,293
|
|
|
$
|
44,874,829
|
|
Dividends on equity securities
|
|
4,619,367
|
|
|
3,851,932
|
|
|
2,361,929
|
|
|||
Interest on short-term investments
|
|
27,083
|
|
|
128,769
|
|
|
56,581
|
|
|||
Return on long-term investments
|
|
21,866
|
|
|
11,584
|
|
|
27,472
|
|
|||
Total investment income
|
|
44,730,402
|
|
|
45,691,578
|
|
|
47,320,811
|
|
|||
Security litigation income
|
|
219,199
|
|
|
58,711
|
|
|
86,948
|
|
|||
Investment expenses
|
|
(1,927,426
|
)
|
|
(1,605,215
|
)
|
|
(1,296,834
|
)
|
|||
Net investment income
|
|
$
|
43,022,175
|
|
|
$
|
44,145,074
|
|
|
$
|
46,110,925
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fixed maturity securities
|
|
$
|
(60,539,230
|
)
|
|
$
|
20,686,958
|
|
|
$
|
26,309,716
|
|
Deferred income tax expense (benefit)
|
|
(21,188,730
|
)
|
|
7,240,435
|
|
|
9,208,402
|
|
|||
Total fixed maturity securities
|
|
(39,350,500
|
)
|
|
13,446,523
|
|
|
17,101,314
|
|
|||
|
|
|
|
|
|
|
||||||
Equity securities
|
|
27,570,924
|
|
|
8,007,940
|
|
|
(4,984,021
|
)
|
|||
Deferred income tax expense (benefit)
|
|
9,649,822
|
|
|
2,802,780
|
|
|
(1,744,407
|
)
|
|||
Total equity securities
|
|
17,921,102
|
|
|
5,205,160
|
|
|
(3,239,614
|
)
|
|||
Total available-for-sale securities
|
|
$
|
(21,429,398
|
)
|
|
$
|
18,651,683
|
|
|
$
|
13,861,700
|
|
10.
|
INCOME TAXES
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Loss reserve discounting
|
|
$
|
17,689,763
|
|
|
$
|
18,669,516
|
|
Unearned premium reserve limitation
|
|
14,764,266
|
|
|
13,372,124
|
|
||
Retirement benefits
|
|
—
|
|
|
9,388,387
|
|
||
Other policyholders' funds payable
|
|
2,971,863
|
|
|
2,119,289
|
|
||
Other, net
|
|
1,761,100
|
|
|
1,726,687
|
|
||
Total deferred income tax asset
|
|
37,186,992
|
|
|
45,276,003
|
|
||
Net unrealized holding gains on investment securities
|
|
(26,048,567
|
)
|
|
(37,587,475
|
)
|
||
Deferred policy acquisition costs
|
|
(13,227,355
|
)
|
|
(12,048,958
|
)
|
||
Retirement benefits
|
|
(8,234,255
|
)
|
|
—
|
|
||
Other, net
|
|
(2,498,475
|
)
|
|
(1,992,260
|
)
|
||
Total deferred income tax liability
|
|
(50,008,652
|
)
|
|
(51,628,693
|
)
|
||
Net deferred income tax liability
|
|
$
|
(12,821,660
|
)
|
|
$
|
(6,352,690
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Computed "expected" income tax expense (benefit)
|
|
$
|
21,298,347
|
|
|
$
|
18,071,765
|
|
|
$
|
(3,847,032
|
)
|
Increases (decreases) in tax resulting from:
|
|
|
|
|
|
|
||||||
Tax-exempt interest income
|
|
(3,828,441
|
)
|
|
(4,432,861
|
)
|
|
(4,636,716
|
)
|
|||
Dividends received deduction
|
|
(876,421
|
)
|
|
(722,900
|
)
|
|
(516,691
|
)
|
|||
Proration of tax-exempt interest and dividends received deduction
|
|
705,729
|
|
|
773,364
|
|
|
773,011
|
|
|||
Other, net
|
|
34,533
|
|
|
(22,183
|
)
|
|
(26,810
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
17,333,747
|
|
|
$
|
13,667,185
|
|
|
$
|
(8,254,238
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax expense (benefit) on:
|
|
|
|
|
|
|
||||||
Operations
|
|
$
|
17,333,747
|
|
|
$
|
13,667,185
|
|
|
$
|
(8,254,238
|
)
|
Change in unrealized holding gains on investment securities
|
|
(11,538,908
|
)
|
|
10,043,215
|
|
|
7,463,995
|
|
|||
Change in funded status of retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|||
Pension plans
|
|
5,497,946
|
|
|
597,802
|
|
|
(3,132,777
|
)
|
|||
Postretirement benefit plans
|
|
12,103,023
|
|
|
349,988
|
|
|
(2,799,278
|
)
|
|||
Comprehensive income tax expense (benefit)
|
|
$
|
23,395,808
|
|
|
$
|
24,658,190
|
|
|
$
|
(6,722,298
|
)
|
11.
|
SURPLUS NOTES
|
12.
|
EMPLOYEE RETIREMENT PLANS
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
247,290,081
|
|
|
$
|
225,100,396
|
|
|
$
|
155,102,015
|
|
|
$
|
144,354,348
|
|
Service cost
|
|
13,212,796
|
|
|
12,386,021
|
|
|
6,299,916
|
|
|
6,150,118
|
|
||||
Interest cost
|
|
7,656,037
|
|
|
8,818,790
|
|
|
6,171,884
|
|
|
6,536,842
|
|
||||
Actuarial loss
|
|
(14,458,374
|
)
|
|
14,251,377
|
|
|
(18,581,923
|
)
|
|
4,086,259
|
|
||||
Benefits paid
|
|
(14,591,200
|
)
|
|
(13,266,503
|
)
|
|
(2,587,765
|
)
|
|
(2,787,354
|
)
|
||||
Medicare subsidy reimbursements
|
|
—
|
|
|
—
|
|
|
305,971
|
|
|
579,650
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
(96,704,413
|
)
|
|
(3,817,848
|
)
|
||||
Projected benefit obligation at end of year
|
|
239,109,340
|
|
|
247,290,081
|
|
|
50,005,685
|
|
|
155,102,015
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value plan of plan assets at beginning of year
|
|
240,033,882
|
|
|
209,926,692
|
|
|
57,815,079
|
|
|
53,446,305
|
|
||||
Actual return on plan assets
|
|
48,623,187
|
|
|
27,715,290
|
|
|
11,548,326
|
|
|
5,656,128
|
|
||||
Employer contributions
|
|
14,684,459
|
|
|
15,658,403
|
|
|
500,000
|
|
|
1,500,000
|
|
||||
Benefits paid
|
|
(14,591,200
|
)
|
|
(13,266,503
|
)
|
|
(2,587,765
|
)
|
|
(2,787,354
|
)
|
||||
Fair value of plan assets at end of year
|
|
288,750,328
|
|
|
240,033,882
|
|
|
67,275,640
|
|
|
57,815,079
|
|
||||
Funded status
|
|
$
|
49,640,988
|
|
|
$
|
(7,256,199
|
)
|
|
$
|
17,269,955
|
|
|
$
|
(97,286,936
|
)
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Prepaid pension and postretirement benefits
|
|
$
|
18,310,029
|
|
|
$
|
1,413,104
|
|
|
$
|
4,810,529
|
|
|
$
|
—
|
|
Liability:
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefits
|
|
(3,401,045
|
)
|
|
(3,800,987
|
)
|
|
—
|
|
|
(26,913,646
|
)
|
||||
Net amount recognized
|
|
$
|
14,908,984
|
|
|
$
|
(2,387,883
|
)
|
|
$
|
4,810,529
|
|
|
$
|
(26,913,646
|
)
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net actuarial loss
|
|
$
|
(7,605,752
|
)
|
|
$
|
(23,299,008
|
)
|
|
$
|
(6,827,263
|
)
|
|
$
|
(15,133,387
|
)
|
Prior service (cost) credit
|
|
(34,482
|
)
|
|
(49,643
|
)
|
|
30,828,393
|
|
|
4,554,453
|
|
||||
Net amount recognized
|
|
$
|
(7,640,234
|
)
|
|
$
|
(23,348,651
|
)
|
|
$
|
24,001,130
|
|
|
$
|
(10,578,934
|
)
|
|
|
Pension plans
|
|
Postretirement benefit plans
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net actuarial gain (loss)
|
|
$
|
15,693,256
|
|
|
$
|
1,620,026
|
|
|
$
|
8,306,124
|
|
|
$
|
491,692
|
|
Prior service (cost) credit
|
|
15,161
|
|
|
87,981
|
|
|
26,273,940
|
|
|
508,273
|
|
||||
Net amount recognized
|
|
$
|
15,708,417
|
|
|
$
|
1,708,007
|
|
|
$
|
34,580,064
|
|
|
$
|
999,965
|
|
|
|
|
|
Year ended December 31,
|
||||||
|
|
|
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
|
$
|
10,856,004
|
|
|
$
|
11,931,828
|
|
||
Accumulated benefit obligation
|
|
10,485,220
|
|
|
10,889,563
|
|
||||
Fair value of plan assets
|
|
—
|
|
|
—
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Pension plans:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
13,212,796
|
|
|
$
|
12,386,021
|
|
|
$
|
11,527,452
|
|
Interest cost
|
|
7,656,037
|
|
|
8,818,790
|
|
|
9,703,193
|
|
|||
Expected return on plan assets
|
|
(17,150,462
|
)
|
|
(14,925,445
|
)
|
|
(15,506,042
|
)
|
|||
Amortization of net actuarial loss
|
|
5,962,361
|
|
|
6,808,576
|
|
|
3,528,096
|
|
|||
Amortization of prior service cost
|
|
50,329
|
|
|
291,152
|
|
|
432,134
|
|
|||
Net periodic pension benefit cost
|
|
$
|
9,731,061
|
|
|
$
|
13,379,094
|
|
|
$
|
9,684,833
|
|
|
|
|
|
|
|
|
||||||
Postretirement benefit plans:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
6,299,916
|
|
|
$
|
6,150,118
|
|
|
$
|
4,602,488
|
|
Interest cost
|
|
6,171,884
|
|
|
6,536,842
|
|
|
5,998,581
|
|
|||
Expected return on plan assets
|
|
(3,631,000
|
)
|
|
(3,219,175
|
)
|
|
(2,929,894
|
)
|
|||
Amortization of net actuarial loss
|
|
3,694,018
|
|
|
4,008,614
|
|
|
1,776,849
|
|
|||
Amortization of prior service credit
|
|
(2,491,125
|
)
|
|
(2,131,256
|
)
|
|
(2,131,256
|
)
|
|||
Net periodic postretirement benefit cost
|
|
$
|
10,043,693
|
|
|
$
|
11,345,143
|
|
|
$
|
7,316,768
|
|
|
|
|
|
Year ended December 31,
|
||||
|
|
|
|
2013
|
|
2012
|
||
Pension plans:
|
|
|
|
|
||||
Discount rate
|
|
4.17
|
%
|
|
3.24
|
%
|
||
Rate of compensation increase:
|
|
|
|
|
||||
Qualified pension plan
|
|
4.73
|
%
|
|
4.73
|
%
|
||
Non-qualified pension plan
|
|
4.68
|
%
|
|
4.68
|
%
|
||
|
|
|
|
|
||||
Postretirement benefit plans:
|
|
|
|
|
||||
Discount rate
|
|
4.71
|
%
|
|
4.03
|
%
|
|
|
Year ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Pension plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.24
|
%
|
|
4.13
|
%
|
|
5.00
|
%
|
Expected long-term rate of return on plan assets
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
Qualified pension plan
|
|
4.73
|
%
|
|
4.73
|
%
|
|
4.73
|
%
|
Non-qualified pension plan
|
|
4.68
|
%
|
|
4.68
|
%
|
|
4.68
|
%
|
|
|
|
|
|
|
|
|||
Postretirement benefit plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.03
|
%
|
|
4.59
|
%
|
|
5.50
|
%
|
Expected long-term rate of return on plan assets
|
|
6.50
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
|
|
|
Year ended December 31,
|
||||
|
|
|
|
2013
|
|
2012
|
||
Assumed health care cost trend rate:
|
|
|
|
|
||||
Health care cost trend rate assumed for next year
|
|
7.50
|
%
|
|
7.75
|
%
|
||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
||
Year that the rate reaches the ultimate trend rate
|
|
2024
|
|
|
2024
|
|
|
|
|
|
One-percentage-point
|
||||||
|
|
|
|
Increase
|
|
Decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
2,655,000
|
|
|
$
|
(2,048,969
|
)
|
||
Effect on postretirement benefit obligation
|
|
$
|
60,276
|
|
|
$
|
(60,276
|
)
|
|
|
|
|
Postretirement benefits
|
||||||||||||
|
|
Pension benefits
|
|
Gross
|
|
Medicare subsidy
|
|
Net
|
||||||||
2014
|
|
$
|
21,632,278
|
|
|
$
|
4,863,986
|
|
|
$
|
566,889
|
|
|
$
|
4,297,097
|
|
2015
|
|
24,410,864
|
|
|
3,030,138
|
|
|
—
|
|
|
3,030,138
|
|
||||
2016
|
|
19,469,861
|
|
|
3,095,475
|
|
|
—
|
|
|
3,095,475
|
|
||||
2017
|
|
20,228,563
|
|
|
3,210,403
|
|
|
—
|
|
|
3,210,403
|
|
||||
2018
|
|
20,981,451
|
|
|
3,339,653
|
|
|
—
|
|
|
3,339,653
|
|
||||
2019 - 2023
|
|
113,113,599
|
|
|
17,222,818
|
|
|
—
|
|
|
17,222,818
|
|
•
|
Money Market Fund: Valued at amortized cost, which approximates fair value. Under this method, investments purchased at a discount or premium are valued by accreting or amortizing the difference between the original purchase price and maturity value of the issue over the period to maturity. The net asset value of each share held by the trust at year-end was
$1.00
.
|
•
|
Mutual Funds: Valued at the net asset value of shares held by the trust at year-end. For purposes of calculating the net asset value, portfolio securities and other assets for which market quotes are readily available are valued at fair value. Fair value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or independent pricing services.
|
•
|
ETF: Valued at the closing price from the applicable exchange.
|
•
|
Life Insurance Contract: Valued at the cash accumulation value, which approximates fair value.
|
|
|
|
|
Fair value measurements using
|
||||||||||||
December 31, 2013
|
|
Total
|
|
Quoted
prices in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Money market fund
|
|
$
|
574,763
|
|
|
$
|
574,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Emerging markets ETF
|
|
3,224,265
|
|
|
3,224,265
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity
|
|
39,709,720
|
|
|
39,709,720
|
|
|
—
|
|
|
—
|
|
||||
Tax-exempt fixed income
|
|
2,865,017
|
|
|
2,865,017
|
|
|
—
|
|
|
—
|
|
||||
International equity
|
|
7,674,589
|
|
|
7,674,589
|
|
|
—
|
|
|
—
|
|
||||
Life insurance contracts
|
|
13,227,286
|
|
|
—
|
|
|
—
|
|
|
13,227,286
|
|
||||
Total benefit plan assets
|
|
$
|
67,275,640
|
|
|
$
|
54,048,354
|
|
|
$
|
—
|
|
|
$
|
13,227,286
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
December 31, 2012
|
|
Total
|
|
Quoted
prices in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Money market fund
|
|
$
|
2,478,233
|
|
|
$
|
2,478,233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Emerging markets ETF
|
|
3,489,949
|
|
|
3,489,949
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity
|
|
29,398,816
|
|
|
29,398,816
|
|
|
—
|
|
|
—
|
|
||||
Tax-exempt fixed income
|
|
2,908,889
|
|
|
2,908,889
|
|
|
—
|
|
|
—
|
|
||||
International equity
|
|
6,666,766
|
|
|
6,666,766
|
|
|
—
|
|
|
—
|
|
||||
Life insurance contracts
|
|
12,872,426
|
|
|
—
|
|
|
—
|
|
|
12,872,426
|
|
||||
Total benefit plan assets
|
|
$
|
57,815,079
|
|
|
$
|
44,942,653
|
|
|
$
|
—
|
|
|
$
|
12,872,426
|
|
|
|
|
|
Fair value measurements
using significant unobservable inputs (Level 3) |
||||||||
|
|
|
|
Life insurance contracts
|
||||||||
|
|
|
|
|
|
2013
|
|
2012
|
||||
Balance at beginning of year
|
|
$
|
12,872,426
|
|
|
$
|
12,490,608
|
|
||||
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Increase in cash accumulation value of life insurance contracts
|
|
354,860
|
|
|
381,818
|
|
||||||
Balance at end of year
|
|
$
|
13,227,286
|
|
|
$
|
12,872,426
|
|
•
|
Pooled Separate Accounts: Each of the funds held by the Plan is in a pooled or commingled investment vehicle that is maintained by the fund sponsor, each with many investors. The Plan asset is represented by a “unit of account” and a per unit value, much like a mutual fund, whose value is the accumulated value of the underlying investments. The sponsor of the fund specifies the source(s) used for the underlying investment asset prices and the protocol used to value each fund. These underlying investments are valued in the following ways:
|
◦
|
Short-Term Funds are comprised of short-term securities that are valued initially at cost and thereafter adjusted for amortization of any discount or premium.
|
◦
|
U.S. Stock Funds are comprised of domestic equity securities that are priced using the closing price from the applicable exchange.
|
◦
|
International Stock Funds are comprised of international equity securities that are priced using the closing price from the appropriate local stock exchanges(s). An independent pricing service is also used to seek updated prices in the event there are material market movements between local stock exchange closing time and portfolio valuation time.
|
◦
|
U.S. Bond Funds are comprised of domestic fixed income securities. These securities are priced using inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. Market indices and industry and economic events are monitored.
|
•
|
Real Estate Securities Fund: Valued at the net asset value of shares held by the Plan at year-end. For purposes of calculating the net asset value, portfolio securities and other assets for which market quotes are readily available are valued at fair value. Fair value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or independent pricing services.
|
•
|
Bond and Mortgage Separate Account: Invests mainly in fixed income securities such as asset-backed securities, residential mortgage-backed securities, commercial mortgage-backed securities and corporate bonds. Securities are priced by an independent pricing service using inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. Market indices and industry and economic events are also monitored.
|
|
|
|
|
Fair value measurements using
|
||||||||||||
December 31, 2013
|
|
Total
|
|
Quoted
prices in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Bond and mortgage separate account
|
|
$
|
32,842,844
|
|
|
$
|
—
|
|
|
$
|
32,842,844
|
|
|
$
|
—
|
|
Pooled separate accounts:
|
|
|
|
|
|
|
|
|
||||||||
U.S. stock funds
|
|
110,278,544
|
|
|
—
|
|
|
110,278,544
|
|
|
—
|
|
||||
International stock funds
|
|
62,839,927
|
|
|
—
|
|
|
62,839,927
|
|
|
—
|
|
||||
U.S. bond funds
|
|
60,200,104
|
|
|
—
|
|
|
60,200,104
|
|
|
—
|
|
||||
Real estate fund
|
|
13,758,266
|
|
|
—
|
|
|
13,758,266
|
|
|
—
|
|
||||
Short-term funds
|
|
7,672,422
|
|
|
—
|
|
|
7,672,422
|
|
|
—
|
|
||||
Real estate securities fund
|
|
1,158,221
|
|
|
1,158,221
|
|
|
—
|
|
|
—
|
|
||||
Total benefit plan assets
|
|
$
|
288,750,328
|
|
|
$
|
1,158,221
|
|
|
$
|
287,592,107
|
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
December 31, 2012
|
|
Total
|
|
Quoted
prices in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Bond and mortgage separate account
|
|
$
|
29,689,019
|
|
|
$
|
—
|
|
|
$
|
29,689,019
|
|
|
$
|
—
|
|
Pooled separate accounts:
|
|
|
|
|
|
|
|
|
||||||||
U.S. stock funds
|
|
123,183,685
|
|
|
—
|
|
|
123,183,685
|
|
|
—
|
|
||||
International stock funds
|
|
46,927,216
|
|
|
—
|
|
|
46,927,216
|
|
|
—
|
|
||||
U.S. bond funds
|
|
34,412,351
|
|
|
—
|
|
|
34,412,351
|
|
|
—
|
|
||||
Short-term funds
|
|
1,199,931
|
|
|
—
|
|
|
1,199,931
|
|
|
—
|
|
||||
Real estate securities fund
|
|
4,621,680
|
|
|
4,621,680
|
|
|
—
|
|
|
—
|
|
||||
Total benefit plan assets
|
|
$
|
240,033,882
|
|
|
$
|
4,621,680
|
|
|
$
|
235,412,202
|
|
|
$
|
—
|
|
13.
|
STOCK-BASED COMPENSATION
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
Number
of options |
|
Weighted-
average exercise price |
|
Number
of options |
|
Weighted-
average exercise price |
|
Number
of options |
|
Weighted-
average exercise price |
|||||||||
Outstanding, beginning of year
|
|
1,588,957
|
|
|
$
|
21.89
|
|
|
1,437,095
|
|
|
$
|
21.92
|
|
|
1,251,489
|
|
|
$
|
21.25
|
|
Granted
|
|
—
|
|
|
—
|
|
|
263,161
|
|
|
20.98
|
|
|
277,180
|
|
|
24.40
|
|
|||
Exercised
|
|
(406,532
|
)
|
|
21.26
|
|
|
(42,619
|
)
|
|
17.97
|
|
|
(38,631
|
)
|
|
18.67
|
|
|||
Expired
|
|
(47,219
|
)
|
|
20.35
|
|
|
(68,680
|
)
|
|
21.51
|
|
|
(50,918
|
)
|
|
21.51
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,025
|
)
|
|
19.13
|
|
|||
Outstanding, end of year
|
|
1,135,206
|
|
|
$
|
22.17
|
|
|
1,588,957
|
|
|
$
|
21.89
|
|
|
1,437,095
|
|
|
$
|
21.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable, end of year
|
|
686,863
|
|
|
$
|
22.37
|
|
|
894,706
|
|
|
$
|
21.96
|
|
|
762,888
|
|
|
$
|
21.64
|
|
|
|
Year ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Estimated dividend yield
|
|
—
|
|
|
3.81
|
%
|
|
3.11
|
%
|
Expected volatility
|
|
—
|
|
|
25.2% - 44.7%
|
|
|
20.9% - 51.2%
|
|
Weighted-average volatility
|
|
—
|
|
|
35.61
|
%
|
|
32.76
|
%
|
Risk-free interest rate
|
|
—
|
|
|
0.06% - 1.51%
|
|
|
0.17% - 2.75%
|
|
Expected term (years)
|
|
—
|
|
|
0.25 - 6.40
|
|
|
0.25 - 6.40
|
|
|
|
Year ended December 31,
|
|||||
|
|
2013
|
|||||
|
|
Number
of awards |
|
Weighted-
average grant-date fair value |
|||
Non-vested, beginning of year
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
57,720
|
|
|
25.90
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(300
|
)
|
|
25.90
|
|
|
Non-vested, end of year
|
|
57,420
|
|
|
$
|
25.90
|
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
Number
of options |
|
Weighted-
average grant-date fair value |
|
Number
of options |
|
Weighted-
average grant-date fair value |
|
Number
of options |
|
Weighted-
average grant-date fair value |
|||||||||
Non-vested, beginning of year
|
|
694,251
|
|
|
$
|
3.86
|
|
|
674,207
|
|
|
$
|
3.58
|
|
|
612,701
|
|
|
$
|
2.64
|
|
Granted
|
|
—
|
|
|
—
|
|
|
263,161
|
|
|
3.83
|
|
|
277,180
|
|
|
5.01
|
|
|||
Vested
|
|
(245,908
|
)
|
|
3.35
|
|
|
(243,117
|
)
|
|
3.05
|
|
|
(213,649
|
)
|
|
2.75
|
|
|||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,025
|
)
|
|
3.03
|
|
|||
Non-vested, end of year
|
|
448,343
|
|
|
$
|
4.14
|
|
|
694,251
|
|
|
$
|
3.86
|
|
|
674,207
|
|
|
$
|
3.58
|
|
|
|
December 31, 2013
|
|||||||||||
|
|
Number of options/awards
|
|
Weighted-average exercise price
|
|
Aggregate intrinsic value
|
|
Weighted-average remaining term
|
|||||
Restricted stock awards outstanding
|
|
57,420
|
|
|
N/A
|
|
|
$
|
1,758,200
|
|
|
3.16
|
|
Options outstanding
|
|
1,135,206
|
|
|
$
|
22.17
|
|
|
$
|
9,586,944
|
|
|
5.35
|
Options exercisable
|
|
686,863
|
|
|
$
|
22.37
|
|
|
$
|
5,664,006
|
|
|
4.12
|
|
|
Year ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Shares available for purchase, beginning of year
|
|
370,400
|
|
|
407,102
|
|
|
441,423
|
|
Shares purchased under the plan
|
|
(31,234
|
)
|
|
(36,702
|
)
|
|
(34,321
|
)
|
Shares available for purchase, end of year
|
|
339,166
|
|
|
370,400
|
|
|
407,102
|
|
|
|
Year ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Shares available for purchase, beginning of year
|
|
149,404
|
|
|
155,467
|
|
|
167,848
|
|
Shares registered for use in the 2013 plan
|
|
200,000
|
|
|
—
|
|
|
—
|
|
Shares deregistered under the 2003 plan
|
|
(148,204
|
)
|
|
—
|
|
|
—
|
|
Shares purchased under the plan
|
|
(5,035
|
)
|
|
(6,063
|
)
|
|
(12,381
|
)
|
Shares available for purchase, end of year
|
|
196,165
|
|
|
149,404
|
|
|
155,467
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Shares available for purchase, beginning of year
|
|
—
|
|
|
161,236
|
|
|
169,383
|
|
|||
Shares registered for use in the plan
|
|
661,185
|
|
|
—
|
|
|
—
|
|
|||
Shares deregistered under the plan
|
|
—
|
|
|
(161,185
|
)
|
|
—
|
|
|||
Shares purchased under the plan
|
|
(2,228
|
)
|
|
(51
|
)
|
|
(8,147
|
)
|
|||
Shares available for purchase, end of year
|
|
658,957
|
|
|
—
|
|
|
161,236
|
|
|||
Lowest purchase price
|
|
$
|
28.11
|
|
|
$
|
21.38
|
|
|
$
|
18.13
|
|
Highest purchase price
|
|
$
|
31.47
|
|
|
$
|
23.22
|
|
|
$
|
24.25
|
|
14.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
|
Accumulated other comprehensive income by component (1)
|
||||||||||
|
|
Unrealized
gains (losses) on available-for- sale securities |
|
Unrecognized
pension and postretirement benefit obligations |
|
Total
|
||||||
Balance at December 31, 2012
|
|
$
|
69,805,305
|
|
|
$
|
(22,052,930
|
)
|
|
$
|
47,752,375
|
|
Other comprehensive income (loss) before reclassifications
|
|
(15,581,644
|
)
|
|
31,266,291
|
|
|
15,684,647
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(5,847,754
|
)
|
|
1,421,221
|
|
|
(4,426,533
|
)
|
|||
Other comprehensive income
|
|
(21,429,398
|
)
|
|
32,687,512
|
|
|
11,258,114
|
|
|||
Balance at December 31, 2013
|
|
$
|
48,375,907
|
|
|
$
|
10,634,582
|
|
|
$
|
59,010,489
|
|
(1)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
|
|
Amounts reclassified from accumulated other comprehensive income (loss) (1)
|
|
|
||
Accumulated other comprehensive
income (loss) components |
|
Twelve months ended
December 31, 2013 |
|
Affected line item in the
consolidated statements of income |
||
Unrealized gains on investments:
|
|
|
|
|
||
Reclassification adjustment for realized investment gains included in net income (loss)
|
|
$
|
8,996,545
|
|
|
Net realized investment gains
|
Deferred income tax expense
|
|
(3,148,791
|
)
|
|
Income tax (expense) benefit, current
|
|
Net reclassification adjustment
|
|
5,847,754
|
|
|
|
|
|
|
|
|
|
||
Unrecognized pension and postretirement benefit obligations:
|
|
|
|
|
||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit cost:
|
|
|
|
|
||
Net actuarial loss
|
|
(2,894,677
|
)
|
|
(2)
|
|
Prior service credit
|
|
708,183
|
|
|
(2)
|
|
Total before tax
|
|
(2,186,494
|
)
|
|
|
|
Deferred income tax expense
|
|
765,273
|
|
|
Income tax (expense) benefit, current
|
|
Net reclassification adjustment
|
|
(1,421,221
|
)
|
|
|
|
|
|
|
|
|
||
Total reclassification adjustment
|
|
$
|
4,426,533
|
|
|
|
(1)
|
Amounts in parentheses indicate debits to net income
|
(2)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension and postretirement benefit costs (see Note 12, Employee Retirement Plans, for additional details).
|
15.
|
STOCK REPURCHASE PROGRAMS
|
16.
|
LEASES, COMMITMENTS AND CONTINGENT LIABILITIES
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year |
|
1 - 3
years |
|
4 - 5
years |
|
More than
5 years |
||||||||||
Lease commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate operating leases
|
|
$
|
7,640,978
|
|
|
$
|
1,366,288
|
|
|
$
|
2,479,379
|
|
|
$
|
1,805,215
|
|
|
$
|
1,990,096
|
|
|
|
Three months ended,
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
133,842,713
|
|
|
$
|
138,566,944
|
|
|
$
|
144,109,477
|
|
|
$
|
146,686,003
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense (benefit)
|
|
$
|
20,508,964
|
|
|
$
|
7,948,655
|
|
|
$
|
9,564,866
|
|
|
$
|
22,829,935
|
|
Income tax expense (benefit)
|
|
6,236,447
|
|
|
1,736,419
|
|
|
2,365,223
|
|
|
6,995,658
|
|
||||
Net income (loss)
|
|
$
|
14,272,517
|
|
|
$
|
6,212,236
|
|
|
$
|
7,199,643
|
|
|
$
|
15,834,277
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share - basic and diluted (1)
|
|
$
|
1.10
|
|
|
$
|
0.48
|
|
|
$
|
0.55
|
|
|
$
|
1.20
|
|
|
|
Three months ended,
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
130,073,865
|
|
|
$
|
120,503,570
|
|
|
$
|
132,562,158
|
|
|
$
|
128,727,934
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense (benefit)
|
|
$
|
27,898,287
|
|
|
$
|
(5,511,804
|
)
|
|
$
|
10,750,356
|
|
|
$
|
18,496,775
|
|
Income tax expense (benefit)
|
|
8,674,552
|
|
|
(2,935,333
|
)
|
|
2,429,112
|
|
|
5,498,854
|
|
||||
Net income (loss)
|
|
$
|
19,223,735
|
|
|
$
|
(2,576,471
|
)
|
|
$
|
8,321,244
|
|
|
$
|
12,997,921
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share - basic and diluted (1)
|
|
$
|
1.49
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.65
|
|
|
$
|
1.01
|
|
(1)
|
Since the weighted-average number of shares outstanding for the quarters are calculated independently of the weighted-average number of shares outstanding for the year, quarterly net income (loss) per share may not total to annual net income (loss) per share.
|
Type of investment
|
|
Cost
|
|
Fair value
|
|
Amount at which shown in the balance sheet
|
||||||
|
|
|
|
|
|
|
||||||
Securities available-for-sale:
|
|
|
|
|
|
|
||||||
Fixed maturity securities:
|
|
|
|
|
|
|
||||||
U.S. treasury
|
|
$
|
9,539,657
|
|
|
$
|
9,412,497
|
|
|
$
|
9,412,497
|
|
U.S. government-sponsored agencies
|
|
156,980,739
|
|
|
146,945,719
|
|
|
146,945,719
|
|
|||
Obligations of states and political subdivisions
|
|
346,554,566
|
|
|
357,051,689
|
|
|
357,051,689
|
|
|||
Commercial mortgage-backed
|
|
63,184,992
|
|
|
68,939,577
|
|
|
68,939,577
|
|
|||
Residential mortgage-backed
|
|
96,058,330
|
|
|
94,179,189
|
|
|
94,179,189
|
|
|||
Other asset-backed
|
|
11,455,608
|
|
|
12,647,636
|
|
|
12,647,636
|
|
|||
Corporate
|
|
325,798,433
|
|
|
338,807,706
|
|
|
338,807,706
|
|
|||
Total fixed maturity securities
|
|
1,009,572,325
|
|
|
1,027,984,013
|
|
|
1,027,984,013
|
|
|||
|
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
||||||
Common stocks:
|
|
|
|
|
|
|
||||||
Financial services
|
|
19,272,973
|
|
|
28,498,329
|
|
|
28,498,329
|
|
|||
Information technology
|
|
12,644,716
|
|
|
18,917,368
|
|
|
18,917,368
|
|
|||
Healthcare
|
|
12,801,287
|
|
|
21,944,614
|
|
|
21,944,614
|
|
|||
Consumer staples
|
|
9,162,313
|
|
|
13,010,682
|
|
|
13,010,682
|
|
|||
Consumer discretionary
|
|
10,722,050
|
|
|
21,031,295
|
|
|
21,031,295
|
|
|||
Energy
|
|
14,102,214
|
|
|
21,117,265
|
|
|
21,117,265
|
|
|||
Industrials
|
|
11,189,958
|
|
|
17,264,144
|
|
|
17,264,144
|
|
|||
Other
|
|
13,357,539
|
|
|
17,811,177
|
|
|
17,811,177
|
|
|||
Non-redeemable preferred stocks
|
|
10,582,438
|
|
|
10,253,400
|
|
|
10,253,400
|
|
|||
Total equity securities
|
|
113,835,488
|
|
|
169,848,274
|
|
|
169,848,274
|
|
|||
|
|
|
|
|
|
|
||||||
Other long-term investments
|
|
2,391,987
|
|
|
2,391,987
|
|
|
2,391,987
|
|
|||
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
56,165,534
|
|
|
56,165,534
|
|
|
56,165,534
|
|
|||
Total investments
|
|
$
|
1,181,965,334
|
|
|
$
|
1,256,389,808
|
|
|
$
|
1,256,389,808
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
|
|||
Investment in common stock of subsidiaries (equity method)
|
|
$
|
441,983,975
|
|
|
$
|
396,288,097
|
|
Short-term investments
|
|
12,686,803
|
|
|
3,972,400
|
|
||
Cash
|
|
149,544
|
|
|
291,417
|
|
||
Prepaid assets
|
|
66,665
|
|
|
75,831
|
|
||
Accounts receivable
|
|
—
|
|
|
167,165
|
|
||
Income taxes recoverable
|
|
480,756
|
|
|
458,197
|
|
||
Amounts due from affiliate to settle inter-company transaction balances
|
|
—
|
|
|
66,423
|
|
||
Total assets
|
|
$
|
455,367,743
|
|
|
$
|
401,319,530
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
100,771
|
|
|
$
|
110,366
|
|
Amounts due affiliate to settle inter-company transaction balances
|
|
56,736
|
|
|
—
|
|
||
Total liabilities
|
|
157,507
|
|
|
110,366
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 13,306,027 shares in 2013 and 12,909,457 shares in 2012
|
|
13,306,027
|
|
|
12,909,457
|
|
||
Additional paid-in capital
|
|
99,308,749
|
|
|
89,205,881
|
|
||
Accumulated other comprehensive income
|
|
59,010,489
|
|
|
47,752,375
|
|
||
Retained earnings
|
|
283,584,971
|
|
|
251,341,451
|
|
||
Total stockholders' equity
|
|
455,210,236
|
|
|
401,209,164
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
455,367,743
|
|
|
$
|
401,319,530
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||
Dividends received from subsidiaries
|
|
$
|
9,973,741
|
|
|
$
|
12,050,096
|
|
|
$
|
10,000,064
|
|
Investment loss
|
|
(9,473
|
)
|
|
(9,754
|
)
|
|
(2,861
|
)
|
|||
Total revenues
|
|
9,964,268
|
|
|
12,040,342
|
|
|
9,997,203
|
|
|||
Operating expenses (affiliated $604,676, $584,090 and $583,609)
|
|
1,364,115
|
|
|
1,299,379
|
|
|
1,330,129
|
|
|||
Income before income tax benefit and equity in undistributed net income (loss) of subsidiaries
|
|
8,600,153
|
|
|
10,740,963
|
|
|
8,667,074
|
|
|||
Income tax benefit
|
|
(480,756
|
)
|
|
(462,178
|
)
|
|
(466,548
|
)
|
|||
Income before equity in undistributed net income (loss) of subsidiaries
|
|
9,080,909
|
|
|
11,203,141
|
|
|
9,133,622
|
|
|||
Equity in undistributed net income (loss) of subsidiaries
|
|
34,437,764
|
|
|
26,763,288
|
|
|
(11,870,901
|
)
|
|||
Net income (loss)
|
|
$
|
43,518,673
|
|
|
$
|
37,966,429
|
|
|
$
|
(2,737,279
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
|
$
|
43,518,673
|
|
|
$
|
37,966,429
|
|
|
$
|
(2,737,279
|
)
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|||
Change in unrealized holding gains (losses) on investment securities, net of deferred income taxes
|
|
(15,581,644
|
)
|
|
23,862,752
|
|
|
19,894,900
|
|
|||
Reclassification adjustment for realized investment gains included in net income (loss), net of income taxes
|
|
(5,847,754
|
)
|
|
(5,211,069
|
)
|
|
(6,103,052
|
)
|
|||
Change in unrealized holding gains on fixed maturity securities with "other-than-temporary" impairment, net of deferred income taxes
|
|
—
|
|
|
—
|
|
|
13,941
|
|
|||
Reclassification adjustment for realized investment losses from fixed maturity securities with "other-than-temporary" impairment included in net income (loss), net of income taxes
|
|
—
|
|
|
—
|
|
|
55,911
|
|
|||
Reclassification adjustment for amounts amortized into net periodic pension and postretirement benefit cost, net of deferred income taxes:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
1,881,540
|
|
|
2,108,504
|
|
|
1,034,037
|
|
|||
Prior service credit
|
|
(460,319
|
)
|
|
(344,247
|
)
|
|
(316,050
|
)
|
|||
Total reclassification adjustment associated with affiliate's pension and postretirement benefit plans
|
|
1,421,221
|
|
|
1,764,257
|
|
|
717,987
|
|
|||
Change in funded status of affiliate's pension and postretirement benefit plans, net of deferred income taxes:
|
|
|
|
|
|
|
|
|
|
|||
Net actuarial gain (loss)
|
|
13,718,056
|
|
|
(735,887
|
)
|
|
(11,768,434
|
)
|
|||
Prior service credit
|
|
17,548,235
|
|
|
731,812
|
|
|
33,770
|
|
|||
Total change in funded status of affiliate's pension and postretirement benefit plans
|
|
31,266,291
|
|
|
(4,075
|
)
|
|
(11,734,664
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income
|
|
11,258,114
|
|
|
20,411,865
|
|
|
2,845,023
|
|
|||
|
|
|
|
|
|
|
||||||
Total comprehensive income
|
|
$
|
54,776,787
|
|
|
$
|
58,378,294
|
|
|
$
|
107,744
|
|
|
|
Year ended December 31, 2013
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities
|
|
$
|
9,544,154
|
|
|
$
|
11,116,544
|
|
|
$
|
9,069,618
|
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|||
Net (purchases) sales of short-term investments
|
|
(8,714,403
|
)
|
|
(1,198,077
|
)
|
|
1,481,321
|
|
|||
Net cash (used in) provided by investing activities
|
|
(8,714,403
|
)
|
|
(1,198,077
|
)
|
|
1,481,321
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|||
Issuance of common stock through affiliate’s stock plans
|
|
10,208,452
|
|
|
691,552
|
|
|
974,493
|
|
|||
Excess tax benefit associated with affiliate’s stock plans
|
|
95,077
|
|
|
(2,221
|
)
|
|
6,622
|
|
|||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(1,849,896
|
)
|
|||
Dividends paid to stockholders (affiliated ($6,749,153), ($6,356,760) and ($6,042,846))
|
|
(11,275,153
|
)
|
|
(10,438,840
|
)
|
|
(9,941,317
|
)
|
|||
Net cash used in financing activities
|
|
(971,624
|
)
|
|
(9,749,509
|
)
|
|
(10,810,098
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash
|
|
(141,873
|
)
|
|
168,958
|
|
|
(259,159
|
)
|
|||
Cash at the beginning of the year
|
|
291,417
|
|
|
122,459
|
|
|
381,618
|
|
|||
Cash at the end of the year
|
|
$
|
149,544
|
|
|
$
|
291,417
|
|
|
$
|
122,459
|
|
|
|
|
|
|
|
|
||||||
Income taxes recovered
|
|
$
|
—
|
|
|
$
|
470,528
|
|
|
$
|
467,140
|
|
Interest paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Segment
|
Deferred policy acquisition costs
|
|
Loss and settlement expense reserves
|
|
Unearned premiums
|
|
Premium revenue
|
|
Net investment income
|
|
Losses and settlement expenses incurred
|
|
Amortization of deferred policy acquisition costs
|
|
Other underwriting expenses
|
|
Premiums written
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Property and casualty insurance
|
$
|
32,740,088
|
|
|
$
|
425,757,915
|
|
|
$
|
191,714,222
|
|
|
$
|
392,718,848
|
|
|
$
|
31,396,676
|
|
|
$
|
260,917,009
|
|
|
$
|
68,851,027
|
|
|
$
|
62,522,516
|
|
|
$
|
405,048,854
|
|
Reinsurance
|
5,052,354
|
|
|
184,422,935
|
|
|
28,913,062
|
|
|
122,787,418
|
|
|
11,634,972
|
|
|
72,370,440
|
|
|
25,876,641
|
|
|
3,231,925
|
|
|
129,027,846
|
|
|||||||||
Parent company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,473
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consolidated
|
$
|
37,792,442
|
|
|
$
|
610,180,850
|
|
|
$
|
220,627,284
|
|
|
$
|
515,506,266
|
|
|
$
|
43,022,175
|
|
|
$
|
333,287,449
|
|
|
$
|
94,727,668
|
|
|
$
|
65,754,441
|
|
|
$
|
534,076,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Property and casualty insurance
|
$
|
30,872,124
|
|
|
$
|
412,317,447
|
|
|
$
|
177,617,756
|
|
|
$
|
357,138,686
|
|
|
$
|
32,214,705
|
|
|
$
|
233,892,280
|
|
|
$
|
63,640,886
|
|
|
$
|
59,182,195
|
|
|
$
|
371,235,457
|
|
Reinsurance
|
3,553,469
|
|
|
170,779,518
|
|
|
18,597,709
|
|
|
101,707,313
|
|
|
11,940,123
|
|
|
69,495,435
|
|
|
20,633,887
|
|
|
1,736,396
|
|
|
107,246,028
|
|
|||||||||
Parent company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,754
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consolidated
|
$
|
34,425,593
|
|
|
$
|
583,096,965
|
|
|
$
|
196,215,465
|
|
|
$
|
458,845,999
|
|
|
$
|
44,145,074
|
|
|
$
|
303,387,715
|
|
|
$
|
84,274,773
|
|
|
$
|
60,918,591
|
|
|
$
|
478,481,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Property and casualty insurance
|
$
|
28,342,752
|
|
|
$
|
419,991,246
|
|
|
$
|
164,048,988
|
|
|
$
|
321,649,215
|
|
|
$
|
33,718,436
|
|
|
$
|
251,449,247
|
|
|
$
|
57,548,814
|
|
|
$
|
53,783,546
|
|
|
$
|
333,294,142
|
|
Reinsurance
|
2,506,965
|
|
|
173,309,001
|
|
|
16,640,389
|
|
|
94,753,098
|
|
|
12,395,350
|
|
|
91,525,190
|
|
|
19,769,243
|
|
|
731,896
|
|
|
96,493,350
|
|
|||||||||
Parent company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,861
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consolidated
|
$
|
30,849,717
|
|
|
$
|
593,300,247
|
|
|
$
|
180,689,377
|
|
|
$
|
416,402,313
|
|
|
$
|
46,110,925
|
|
|
$
|
342,974,437
|
|
|
$
|
77,318,057
|
|
|
$
|
54,515,442
|
|
|
$
|
429,787,492
|
|
|
Gross amount
|
|
Ceded to other companies
|
|
Assumed from other companies
|
|
Net amount
|
|
Percentage of amount assumed to net
|
|||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated earned premiums
|
$
|
361,009,971
|
|
|
$
|
413,421,963
|
|
|
$
|
567,918,258
|
|
|
$
|
515,506,266
|
|
|
110.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated earned premiums
|
$
|
328,227,401
|
|
|
$
|
368,870,477
|
|
|
$
|
499,489,075
|
|
|
$
|
458,845,999
|
|
|
108.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated earned premiums
|
$
|
283,482,713
|
|
|
$
|
335,355,738
|
|
|
$
|
468,275,338
|
|
|
$
|
416,402,313
|
|
|
112.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
policy acquisition costs |
|
Reserves for
losses and settlement expenses |
|
Discount, if
any, deducted from reserves |
|
Unearned
premiums |
|
Earned
premiums |
|
Net
investment income |
||||||||||||
Year ended December 31, 2013
|
|
$
|
37,792,442
|
|
|
$
|
610,180,850
|
|
|
$
|
—
|
|
|
$
|
220,627,284
|
|
|
$
|
515,506,266
|
|
|
$
|
43,031,648
|
|
Year ended December 31, 2012
|
|
$
|
34,425,593
|
|
|
$
|
583,096,965
|
|
|
$
|
—
|
|
|
$
|
196,215,465
|
|
|
$
|
458,845,999
|
|
|
$
|
44,154,828
|
|
Year ended December 31, 2011
|
|
$
|
30,849,717
|
|
|
$
|
593,300,247
|
|
|
$
|
—
|
|
|
$
|
180,689,377
|
|
|
$
|
416,402,313
|
|
|
$
|
46,113,786
|
|
|
|
Losses and settlement
expenses incurred related to |
|
Amortization of
deferred policy acquisition costs |
|
Paid losses and settlement expenses
|
|
Premiums
written |
|
|
||||||||||||
|
|
Current year
|
|
Prior years
|
|
|
|
|
|
|||||||||||||
Year ended December 31, 2013
|
|
$
|
346,072,934
|
|
|
$
|
(12,785,485
|
)
|
|
$
|
94,727,668
|
|
|
$
|
305,266,843
|
|
|
$
|
534,076,700
|
|
|
|
Year ended December 31, 2012
|
|
$
|
329,120,220
|
|
|
$
|
(25,732,505
|
)
|
|
$
|
84,274,773
|
|
|
$
|
308,137,204
|
|
|
$
|
478,481,485
|
|
|
|
Year ended December 31, 2011
|
|
$
|
376,073,620
|
|
|
$
|
(33,099,183
|
)
|
|
$
|
77,318,057
|
|
|
$
|
313,986,687
|
|
|
$
|
429,787,492
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
PART IV
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
1.
|
Financial Statements
|
|
|
|
|
Page
|
|
|
Management's Report on Internal Control Over Financial Reporting
|
101
|
|
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
102
|
|
|
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
|
103
|
|
|
Consolidated Balance Sheets, December 31, 2013 and 2012
|
104
|
|
|
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011
|
106
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011
|
107
|
|
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2012 and 2011
|
108
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
109
|
|
|
Notes to Consolidated Financial Statements
|
111
|
|
|
|
|
|
2.
|
Schedules
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm on Schedules
|
157
|
|
|
Schedule I - Summary of Investments - Other Than Investments in Related Parties
|
158
|
|
|
Schedule II - Condensed Financial Information of Registrant
|
159
|
|
|
Schedule III - Supplementary Insurance Information
|
163
|
|
|
Schedule IV - Reinsurance
|
164
|
|
|
Schedule VI - Supplemental Information Concerning Property-Casualty Insurance Operations
|
165
|
|
|
|
|
|
|
All other schedules have been omitted for the reason that the items required by such schedules are not present in the consolidated financial statements, are covered in the notes to the consolidated financial statements or are not significant in amount.
|
|
|
|
|
|
|
|
10.2.1
|
Summary of 2013 base salary compensation for the Company’s named executive officers (incorporated by reference to the Company’s Form 8-K filed on March 14, 2013 under Item 5.02)*
|
|
|
|
|
|
|
10.2.2
|
Summary of compensation for the Company’s non-employee directors*
|
|
|
|
|
|
|
10.2.3
|
Senior Executive Compensation Bonus Program*
|
|
|
|
|
|
|
10.2.4
|
Executive Contingent Salary Plan – EMC Reinsurance Company (incorporated by reference to Exhibit 10.2.4 filed with the Company’s Form 10-K for the calendar year ended December 31, 2012)*
|
|
|
|
|
|
|
10.3.1
|
Deferred Bonus Compensation Plan (incorporated by reference to Exhibit 10.3.1 filed with the Company's Form 10-K for the calendar year ended December 31, 2010)*
|
|
|
|
|
|
|
10.3.2
|
Employers Mutual Casualty Company Board and Executive Non-Qualified Excess Plan, as amended and restated*
|
|
|
|
|
|
|
10.3.3
|
Employers Mutual Casualty Company Board and Executive Non-Qualified Excess Plan II (incorporated by reference to Exhibit 10.3.3 filed with the Company’s Form 10-K for the calendar year ended December 31, 2012)*
|
|
|
|
|
|
|
10.3.4
|
Employers Mutual Casualty Company Non-Employee Directors’ Post-Service Benefits Plan, as amended and restated (incorporated by reference to Exhibit 10.3.4 filed with the Company's Form 8-K filed on November 18, 2013 under Item 1.01)*
|
|
|
|
|
|
|
10.3.5
|
Employers Mutual Casualty Company Supplemental Retirement Plan*
|
|
|
|
|
|
|
10.3.6
|
Employers Mutual Casualty Company Senior Executive Long Term Incentive Plan*
|
|
|
|
|
|
|
10.3.7
|
Stock Appreciation Rights Agreement for William A. Murray (incorporated by reference to Exhibit 10.3.7 filed with the Company's Form 10-K for the calendar year ended December 31, 2011)*
|
|
|
|
|
|
|
10.3.8
|
Employers Mutual Casualty Company Defined Contribution Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.3.8 filed with the Company’s Form 8-K on November 13, 2009 under Item 5.02)*
|
|
|
|
|
|
|
10.4.1
|
Employers Mutual Casualty Company Amended and Restated 2008 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4.1 filed with the Company’s Form 8-K on March 24, 2009 under Item 8.01)*
|
|
|
|
|
|
|
10.4.2
|
2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan (incorporated by reference to Registration No. 333-187250)*
|
|
|
|
|
|
|
10.4.3
|
2003 Employers Mutual Casualty Company Incentive Stock Option Plan (incorporated by reference to Registration No. 333-103722 and 333-128315)*
|
|
|
|
|
|
|
10.4.4
|
2007 Employers Mutual Casualty Company Stock Incentive Plan (incorporated by reference to Registration No. 333-143457)*
|
|
|
|
|
|
|
10.4.5
|
EMC Insurance Group Inc. Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan (incorporated by reference to Registration No. 333-187622)
|
|
|
|
|
|
|
10.5.1
|
Surplus Note – EMCASCO Insurance Company (incorporated by reference to Exhibit 10.5.1 filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2013)
|
|
|
|
|
|
|
10.5.2
|
Surplus Note – Illinois EMCASCO Insurance Company (incorporated by reference to Exhibit 10.5.2 filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2013)
|
|
|
|
|
|
|
10.5.3
|
Surplus Note – Dakota Fire Insurance Company (incorporated by reference to Exhibit 10.5.3 filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2013)
|
|
|
|
|
|
|
10.5.4
|
Inter-Company Loan Agreement (incorporated by reference to Exhibit 10.5.4 filed with the Company's Form 8-K on January 9, 2012 under Item 1.01)
|
|
|
|
|
|
|
10.6.1
|
Investment Management Agreement (incorporated by reference to Exhibit 10.6.1 filed with the Company’s Form 10-K for the calendar year ended December 31, 2012)
|
|
|
|
|
|
|
10.6.2
|
Services Agreement between Employers Mutual Casualty Company and EMC Insurance Group Inc. (incorporated by reference to Exhibit 10.6.2 filed with the Company’s Form 10-K for the calendar year ended December 31, 2012)
|
|
|
|
|
EMC INSURANCE GROUP INC.
|
|
/s/ Bruce G. Kelley
|
Bruce G. Kelley
|
President and Chief Executive Officer
|
/s/ Bruce G. Kelley
|
Bruce G. Kelley
|
President, Chief Executive Officer and Director
|
(Principal Executive Officer)
|
/s/ Mark E. Reese
|
Mark E. Reese
|
Senior Vice President and Chief Financial Officer
|
(Principal Financial and Accounting Officer)
|
/s/ Mark E. Reese
|
Stephen A. Crane*
|
Chairman of the Board
|
/s/ Mark E. Reese
|
Jonathan R. Fletcher*
|
Director
|
/s/ Mark E. Reese
|
Robert L. Howe*
|
Director
|
/s/ Mark E. Reese
|
Gretchen H. Tegeler*
|
Director
|
Exhibit
|
|
Page
|
number
|
Item
|
number
|
|
|
|
3.1*
|
Restated Articles of Incorporation of the Company
|
173
|
|
|
|
10.2.2*
|
Summary of compensation for the Company’s non-employee directors*
|
176
|
|
|
|
10.2.3*
|
Senior Executive Compensation Bonus Program
|
177
|
|
|
|
10.3.2*
|
Employers Mutual Casualty Company Board and Executive Non-Qualified Excess Plan, as amended and restated
|
183
|
|
|
|
10.3.5*
|
Employers Mutual Casualty Company Supplemental Retirement Plan
|
205
|
|
|
|
10.3.6*
|
Employers Mutual Casualty Company Senior Executive Long Term Incentive Plan
|
222
|
|
|
|
21*
|
Subsidiaries of the Registrant
|
224
|
|
|
|
23*
|
Consent of Independent Registered Public Accounting Firm
|
225
|
|
|
|
24*
|
Power of Attorney
|
226
|
|
|
|
31.1*
|
Certification of President and Chief Executive Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002
|
227
|
|
|
|
31.2*
|
Certification of Senior Vice President and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002
|
228
|
|
|
|
32.1*
|
Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
229
|
|
|
|
32.2*
|
Certification of the Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
230
|
|
|
|
101.INS**
|
XBRL Instance Document
|
|
|
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
Filed herewith
|
|
**
|
Furnished, not filed
|
|
2.
|
The following is the text of the Restated Articles of Incorporation, consolidating all previous amendments into a single document:
|
3.
|
The duly adopted Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments to them.
|
4.
|
The Restated Articles of Incorporation amend the Articles of Incorporation in a manner requiring shareholder approval. The Restated Articles of Incorporation were approved by the shareholders in the manner required by the Iowa Business Corporation Act and by the Articles of Incorporation, as set forth in the Articles of Amendment filed contemporaneously with these Restated Articles.
|
By:
|
/s/ Bruce G. Kelley
|
|
Bruce G. Kelley, President and Chief Executive Officer
|
By:
|
/s/ Richard W. Hoffmann
|
|
Richard W. Hoffmann, Vice President, General Counsel
and Secretary
|
•
|
An annual fee of $32,000, irrespective of attendance at meetings;
|
•
|
An annual fee of $10,000 to the Chair of the Board;
|
•
|
An annual fee of $4,000 to the chair of each Board committee which elected a chair; however, the annual fee to the chair of the Audit Committee was $10,000;
|
•
|
A fee of $2,000 and reimbursement of travel and business expenses for each Board meeting at which the director was in attendance;
|
•
|
A fee of $2,000 and reimbursement of travel and business expenses for each Board committee meeting that the director was in attendance; however, the chair of each Board committee received an additional $1,000 for each committee meeting at which such director served as chair;
|
1.
|
To provide a motivational tool in the form of compensation to help executives focus on specific organizational goals to improve profits, surplus and service in all areas of the corporation.
|
2.
|
To maintain competitive advantage in terms of recruitment and retention of senior executives.
|
3.
|
To provide a plan based on EMC results and industry results, to provide a better measure of performance.
|
4.
|
Reward superior results appropriately.
|
5.
|
Provide a maximum bonus difficult to attain so there is incentive to strive for better results.
|
6.
|
To provide a measure of safety to the company so that senior officers' total compensation is reduced if company performance declines.
|
1.
|
EMC WRITTEN PREMIUM
- Compares consolidated written premium to a target that is established by the committee each year.
|
2.
|
CHANGE IN SURPLUS
|
3.
|
COMBINED RATIO
- Compares EMC combined ratio to a target ratio established by the Committee each year. Also compares EMC's combined ratio to that of the industry.
|
Seventy-five percent of any bonus will be based on the Industry estimate published in January by A.M. Best and paid at that time. The remaining twenty-five percent will be paid when final numbers are released by A.M. Best (generally in March).
|
The written premium component is determined as follows:
Percent of actual change, minus goal, plus 5.0, times 1.50.
|
Example 1
:
|
The goal equals 8.5 percent premium growth.
|
Example 2
:
|
The goal equals 5.7 percent premium growth.
|
Example 3
:
|
The goal equals 4.7 percent premium growth.
|
The surplus component is determined as follows:
Positive change in surplus times multiplier of 1.00
Negative change in surplus times multiplier of 1.00
|
Example 1
:
|
Change in surplus equals plus 4.6 percent.
|
Example 2
:
|
Change in surplus equals a minus 2.4 percent. Contribution towards total bonus from surplus component equals minus 2.4 percent times 1.00 equals
minus 2.4 percent
.
|
Example 3
:
|
Change in surplus equals a plus 10.7 percent. Contribution towards total bonus from surplus component equals 10.7 percent times 1.00 equals
10.7 percent
.
|
First determine EMC's relationship to the industry by subtracting EMC's combined ratio from that of the industry.
|
The combined ratio formula is determined as follows:
Target combined ratio minus the adjusted combined ratio plus difference between maximum and target combined ratios times 5.00.
|
Example 1
:
|
Industry ratio equals 101.6 percent.
|
Example 2
:
|
Industry ratio equals 101.6 percent.
|
Example 3
:
|
Industry ratio equals 101.6 percent.
|
Component
|
|
Example 1
|
|
Example 2
|
|
Example 3
|
|||
Written Premium
|
|
6.0
|
%
|
|
(3.0
|
)%
|
|
15.0
|
%
|
Surplus
|
|
4.6
|
%
|
|
(2.4
|
)%
|
|
10.7
|
%
|
Combined Ratio
|
|
65.0
|
%
|
|
52.0
|
%
|
|
(5.5
|
)%
|
Total Bonus*
|
|
75.0
|
%
|
|
46.6
|
%
|
|
20.2
|
%
|
|
|
Factor
|
|
|
Maximum Bonus
|
|
Vice Presidents (level 1)
|
|
0.80
|
|
|
60.0
|
%
|
Vice Presidents (level 2)
|
|
1.00
|
|
|
75.0
|
%
|
Senior Vice Presidents
|
|
1.10
|
|
|
82.5
|
%
|
Executive Vice Presidents
|
|
1.20
|
|
|
90.0
|
%
|
President
|
|
1.30
|
|
|
97.5
|
%
|
Position
|
|
Factor
|
|
Example 1
|
|
Example 2
|
|
Example 3
|
||||
Vice Presidents (level 1)
|
|
0.80
|
|
|
60.0
|
%
|
|
37.3
|
%
|
|
16.2
|
%
|
Vice Presidents (level 2)
|
|
1.00
|
|
|
75.0
|
%
|
|
46.6
|
%
|
|
20.2
|
%
|
Senior Vice Presidents
|
|
1.10
|
|
|
82.5
|
%
|
|
51.3
|
%
|
|
22.2
|
%
|
Executive Vice Presidents
|
|
1.20
|
|
|
90.0
|
%
|
|
55.9
|
%
|
|
24.2
|
%
|
President
|
|
1.30
|
|
|
97.5
|
%
|
|
30.6
|
%
|
|
26.3
|
%
|
ARTICLE I
|
|
Establishment and Purpose
|
185
|
|
|
|
|
ARTICLE II
|
|
Definitions
|
185
|
|
|
|
|
ARTICLE III
|
|
Eligibility and Participation
|
190
|
|
|
|
|
ARTICLE IV
|
|
Deferrals
|
191
|
|
|
|
|
ARTICLE V
|
|
Company Contributions
|
193
|
|
|
|
|
ARTICLE VI
|
|
Benefits
|
193
|
|
|
|
|
ARTICLE VII
|
|
Modifications to Payment Schedules
|
196
|
|
|
|
|
ARTICLE VIII
|
|
Valuation of Account Balances; Investments
|
196
|
|
|
|
|
ARTICLE IX
|
|
Administration
|
197
|
|
|
|
|
ARTICLE X
|
|
Amendment and Termination
|
198
|
|
|
|
|
ARTICLE XI
|
|
Informal Funding
|
199
|
|
|
|
|
ARTICLE XII
|
|
Claims
|
199
|
|
|
|
|
ARTICLE XIII
|
|
General Provisions
|
203
|
2.1
|
Account.
Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
|
2.2
|
Account Balance.
Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.
|
2.3
|
Adopting Employer.
Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees.
|
2.4
|
Affiliate.
Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).
|
2.5
|
Beneficiary.
Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The Participant’s spouse, if living, otherwise the Participant’s estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.
|
2.6
|
Business Day
. Business Day means each day on which the New York Stock Exchange is open for business.
|
2.7
|
Change in Control
. Change in Control means, with respect to a Participating Employer that is organized as a corporation, any of the following events: (i) a change in the ownership of the Participating Employer, (ii) a change in the effective control of the Participating Employer, or (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer.
|
2.8
|
Claimant.
Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.
|
2.9
|
Code.
Code means the Internal Revenue Code of 1986, as amended from time to time.
|
2.10
|
Code Section 409A.
Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.
|
2.11
|
Committee.
Committee means the committee appointed by the Board of Directors of the Company (or the appropriate committee of such board) to administer the Plan. If no designation is made, the Chief Executive Officer of the Company or his delegate shall have and exercise the powers of the Committee.
|
2.12
|
Company.
Company means Employers Mutual Casualty Company.
|
2.13
|
Company Contribution.
Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution.
|
2.14
|
Compensation.
Compensation means a Participant’s base salary, bonus, commission, Director fees, and such other cash or equity-based compensation (if any) approved by the Committee as Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A.
|
2.15
|
Compensation Deferral Agreement.
Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to 75% of their base salary and up to 100% of other types of Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4.
|
2.16
|
Death Benefit.
Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as provided in Section 6.1 of the Plan.
|
2.17
|
Deferral.
Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.
|
2.19
|
Disability Benefit.
Disability Benefit means the benefit payable under the Plan to a Participant in the event such Participant is determined to be Disabled.
|
2.20
|
Disabled.
Disabled means that a Participant is, by reason of any medically-determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. The Committee shall determine whether a Participant is Disabled in accordance with Code Section 409A provided, however, that a Participant shall be deemed to be Disabled if determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board, or if the Participant is determined to be disabled under the Company’s Disability Plan.
|
2.21
|
Earnings.
Earnings means an adjustment to the value of an Account in accordance with Article VIII.
|
2.22
|
Effective Date.
Effective Date means January 1, 2009.
|
2.23
|
Eligible Employee.
Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion.
|
2.24
|
Employee.
Employee means a common-law employee of an Employer.
|
2.25
|
Employer.
Employer means, with respect to Employees it employs, the Company and each Affiliate.
|
2.26
|
ERISA.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
|
2.27
|
Fiscal Year Compensation.
Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid after the last day of such fiscal year or years.
|
2.28
|
Participant.
Participant means an Eligible Employee or a Director who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee or a Director. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.
|
2.29
|
Participating Employer.
Participating Employer means the Company and each Adopting Employer.
|
2.30
|
Payment Schedule.
Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made.
|
2.31
|
Performance-Based Compensation.
Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.
|
2.32
|
Plan.
Generally, the term Plan means the “Employers Mutual Casualty Company Deferred Compensation Plan” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.
|
2.33
|
Plan Year.
Plan Year means January 1 through December 31.
|
2.34
|
Retirement/Termination Account.
Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation from Service. Unless the Participant has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant.
|
2.35
|
Separation from Service.
Separation from Service means an Employee’s termination of employment with the Employer. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A.
|
2.36
|
Specified Date Account.
Specified Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Committee without affecting the meaning thereof.
|
2.37
|
Specified Date Benefit.
Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(c).
|
2.38
|
Specified Employee.
Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise.
|
2.39
|
Specified Employee Identification Date.
Specified Employee Identification Date means December 31, unless the Employer has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Employer.
|
2.40
|
Specified Employee Effective Date.
Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date, or such earlier date as is selected by the Committee.
|
2.41
|
Substantial Risk of Forfeiture.
Substantial Risk of Forfeiture means the description specified in Treas. Reg. Section 1.409A-1(d).
|
2.42
|
Termination Benefit.
Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s Separation from Service prior to Retirement.
|
2.43
|
Unforeseeable Emergency.
Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Committee.
|
2.44
|
Valuation Date.
Valuation Date means each Business Day.
|
3.1
|
Eligibility and Participation.
An Eligible Employee or a Director becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article V, or (ii) receipt of notification of eligibility to participate.
|
3.2
|
Duration.
A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee or a Director. A Participant who is no longer an Eligible Employee or a Director but has not Separated from Service may not defer Compensation under the Plan beyond the Plan Year in which he or she became ineligible but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0), and during such time may continue to make allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.
|
4.1
|
Deferral Elections, Generally.
|
(a)
|
A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.
|
(b)
|
The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a Specified Date Account. If no designation is made, Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 6.2.
|
(a)
|
First Year of Eligibility.
In the case of the first year in which an Eligible Employee or a Director becomes eligible to participate in the Plan, he or she has up to 30 days following his or her initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an Eligible Employee or a Director may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7).
|
(b)
|
Prior Year Election.
Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned.
|
(c)
|
Performance-Based Compensation.
Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance period, provided that:
|
(i)
|
the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and
|
(ii)
|
the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed.
|
(d)
|
Sales Commissions.
Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned by the Participant in the taxable year of the Participant in which the customer remits payment to the Employer. The Compensation Deferral Agreement must be filed before the last day of the year preceding the year in which the sales commissions are earned, and becomes irrevocable after that date.
|
(e)
|
Fiscal Year Compensation.
A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral Agreement prior to the first day of the fiscal year or years in which such Fiscal Year Compensation is earned. The Compensation Deferral Agreement described in this paragraph becomes irrevocable on the first day of the fiscal year or years to which it applies.
|
(f)
|
Short-Term Deferrals.
Compensation that meets the definition of a “short-term deferral” described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in accordance with the rules of Article VII, applied as if the date the Substantial Risk of Forfeiture lapses is the date payments were originally scheduled to commence, provided, however, that the provisions of Section 7.3 shall not apply to payments attributable to a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)).
|
(g)
|
Certain Forfeitable Rights.
With respect to a legally binding right to a payment in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before the 30
th
day after the Participant obtains the legally binding right to the Compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such 30
th
day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section.
|
(h)
|
Company Awards.
Participating Employers may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of Company awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation.
|
(i)
|
“Evergreen” Deferral Elections.
The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will continue in effect for each subsequent year or performance period. Such “evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A Participant whose Compensation Deferral Agreement is cancelled in accordance with Section 4.6 will be required to file a new Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan.
|
4.3
|
Allocation of Deferrals.
A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Retirement/Termination Account. The Committee may, in its discretion, establish a minimum deferral period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is allocated to such accounts.).
|
4.4
|
Deductions from Pay.
The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.
|
4.5
|
Vesting.
Participant Deferrals shall be 100% vested at all times.
|
4.6
|
Cancellation of Deferrals.
The Committee may cancel a Participant’s Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the six month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of the taxable year of the Participant or the 15
th
day of the third month following the date the Participant incurs the disability (as defined in this paragraph).
|
5.1
|
Discretionary Company Contributions.
The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in any amount determined by the Participating Employer. Such contributions will be credited to a Participant’s Retirement/Termination Account.
|
5.2
|
Vesting.
Company Contributions described in Section 5.1 above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at the time that the Company Contribution is made. All Company Contributions shall become 100% vested upon the occurrence of the earliest of: (i) the death of the Participant while actively employed, (ii) the Disability of the Participant, (iii) retirement of the Participant (as defined by the Committee), or (iv) a Change in Control. The Participating Employer may, at any time, in its sole discretion, increase a Participant’s vested interest in a Company Contribution. The portion of a Participant’s Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this Section 5.2 shall be forfeited.
|
6.1
|
Benefits, Generally.
A Participant shall be entitled to the following benefits under the Plan:
|
(a)
|
Termination Benefit.
Upon the Participant’s Separation from Service due to Retirement, he or she shall be entitled to a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Retirement/Termination Account and (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Termination Benefit shall be based on the value of that Account(s) as of the end of the month in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine. Payment of the Termination Benefit will be made or begin in the month following the month in which Separation from Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin in the seventh month following the month in which such Separation from Service occurs. If the Termination Benefit is to be paid in the form of installments, any subsequent installment payments to a Specified Employee will be paid on the anniversary of the date the initial installment was made.
|
(b)
|
Specified Date Benefit.
If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to the vested portion of the Specified Date Account, based on the value of that Account as of the end of the month designated by the Participant at the time the Account was established. Payment of the Specified Date Benefit will be made or begin in the month following the designated month.
|
(c)
|
Disability Benefit.
Upon a determination by the Committee that a Participant is Disabled, he or she shall be entitled to a Disability Benefit. The Disability Benefit shall be equal to the vested portion of the Retirement/Termination Account and: (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Disability Benefit shall be based on the value of the Accounts as of the last day of the month in which Disability occurs and will be paid in the following month.
|
(d)
|
Death Benefit.
In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to the vested portion of the Retirement/Termination Account and (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Death Benefit shall be based on the value of the Accounts as of the end of the month in which death occurred, with payment made in the following month.
|
(e)
|
Unforeseeable Emergency Payments.
A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participant's Retirement/Termination Account until depleted and then from the vested Specified Date Accounts, beginning with the Specified Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.
|
6.2
|
Form of Payment.
|
(a)
|
Termination Benefit.
A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her initial Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment (i) substantially equal annual installments over a period of two to fifteen years, as elected by the Participant, or (ii) a lump sum payment of a percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal annual installments over a period of two to fifteen years, as elected by the Participant.
|
(b)
|
Specified Date Benefit.
The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two to five years, as elected by the Participant.
|
(c)
|
Disability Benefit.
A Participant who is entitled to receive a Disability Benefit shall receive payment of such benefit in accordance with the Payment Schedule applicable to the Termination Benefit.
|
(d)
|
Death Benefit.
A designated Beneficiary who is entitled to receive a Death Benefit shall receive payment of such benefit in accordance with the Payment Schedule applicable to the Termination Benefit.
|
(e)
|
Change in Control.
A Participant will receive his or her Retirement or Termination Benefit in a single lump sum payment equal to the unpaid balance of all of his or her Accounts if Separation from Service occurs within 24 months following a Change in Control.
|
(f)
|
Small Account Balances.
The Committee shall pay the value of the Participant’s Accounts upon a Separation from Service in a single lump sum if the balance of such Accounts is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), provided the payment represents the complete liquidation of the Participant’s interest in the Plan.
|
(g)
|
Rules Applicable to Installment Payments.
If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments.
|
6.3
|
Acceleration of or Delay in Payments.
The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participant’s Accounts be paid to an “alternate payee,” any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.
|
7.1
|
Participant’s Right to Modify.
A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII.
|
7.2
|
Time of Election.
The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.
|
7.3
|
Date of Payment under Modified Payment Schedule.
Except with respect to modifications that relate to the payment of a Death Benefit or a Disability Benefit, the date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.
|
7.4
|
Effective Date.
A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date.
|
7.5
|
Effect on Accounts.
An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.
|
8.1
|
Valuation.
Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.
|
8.2
|
Earnings Credit.
Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article VIII (“investment allocation”).
|
8.3
|
Investment Options
. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.
|
8.4
|
Investment Allocations.
A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances.
|
8.5
|
Unallocated Deferrals and Accounts.
If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Committee.
|
9.1
|
Plan Administration
. This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII.
|
9.2
|
Administration Upon Change in Control.
Upon a Change in Control, the Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Committee. The individual who was the Chief Executive Officer of the Company (or if such person is unable or unwilling to act, the next highest ranking officer) prior to the Change in Control shall have the authority (but shall not be obligated) to appoint an independent third party to act as the Committee.
|
9.3
|
Withholding.
The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.
|
9.4
|
Indemnification.
The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or her or it (including but not limited to reasonable attorneys’ fees) which arise as a result of his or her or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not indemnify any person or organization if his or her or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or compromise.
|
9.5
|
Delegation of Authority.
In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company.
|
9.6
|
Binding Decisions or Actions.
The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.
|
10.1
|
Amendment and Termination.
The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X. Each Participating Employer may also terminate its participation in the Plan.
|
10.2
|
Amendments.
The Company, by action taken by its Board of Directors, may amend the Plan at any time and for any reason, provided that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date) or reduce any rights of a Participant under the Plan or other Plan features with respect to Deferrals made prior to the date of any such amendment or restatement without the consent of the Participant. The Board of Directors of the Company may delegate to the Committee the authority to amend the Plan without the consent of the Board of Directors for the purpose of: (i) conforming the Plan to the requirements of law; (ii) facilitating the administration of the Plan; (iii) clarifying provisions based on the Committee’s interpretation of the document; and (iv) making such other amendments as the Board of Directors may authorize.
|
10.3
|
Termination.
The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI.
|
10.4
|
Accounts Taxable Under Code Section 409A.
The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.
|
11.1
|
General Assets.
Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.
|
11.2
|
Rabbi Trust.
A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.
|
12.1
|
Filing a Claim.
Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).
|
(a)
|
In General.
Notice of a denial of benefits (other than Disability benefits) will be provided within 90 days of the Committee’s receipt of the Claimant's claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision.
|
(b)
|
Disability Benefits.
Notice of denial of Disability benefits will be provided within forty-five (45) days of the Committee’s receipt of the Claimant’s claim for Disability benefits. If the Committee determines that it needs additional time to review the Disability claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 45-day period. If the Committee determines that a decision cannot be made within the first extension period due to matters beyond the control of the Committee, the time period for making a determination may be further extended for an additional 30 days. If such an additional extension is necessary, the Committee shall notify the Claimant prior to the expiration of the initial 30-day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Committee expects to furnish a notice of decision, the specific standards on which such entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim and any additional information needed to resolve those issues. A Claimant will be provided a minimum of 45 days to submit any necessary additional information to the Committee. In the event that a 30-day extension is necessary due to a Claimant’s failure to submit information necessary to decide a claim, the period for furnishing a notice of decision shall be tolled from the date on which the notice of the extension is sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline.
|
(c)
|
Contents of Notice.
If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall: (i) cite the pertinent provisions of the Plan document, and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. In the case of a complete or partial denial of a Disability benefit claim, the notice shall provide a statement that the Committee will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol, or other similar criterion that was relied upon in making the decision.
|
12.2
|
Appeal of Denied Claims.
A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information: (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.
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(a)
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In General.
Appeal of a denied benefits claim (other than a Disability benefits claim) must be filed in writing with the Appeals Committee no later than 60 days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.
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(b)
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Disability Benefits.
Appeal of a denied Disability benefits claim must be filed in writing with the Appeals Committee no later than 180 days after receipt of the written notification of such claim denial. The review shall be conducted by the Appeals Committee (exclusive of the person who made the initial adverse decision or such person’s subordinate). In reviewing the appeal, the Appeals Committee shall: (i) not afford deference to the initial denial of the claim, (ii) consult a medical professional who has appropriate training and experience in the field of medicine relating to the Claimant’s disability and who was neither consulted as part of the initial denial nor is the subordinate of such individual, and (iii) identify the medical or vocational experts whose advice was obtained with respect to the initial benefit denial, without regard to whether the advice was relied upon in making the decision. The Appeals Committee shall make its decision regarding the merits of the denied claim within 45 days following receipt of the appeal (or within 90 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. Following its review of any additional information submitted by the Claimant, the Appeals Committee shall render a decision on its review of the denied claim.
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(c)
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Contents of Notice.
If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language.
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(d)
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For the denial of a Disability benefit, the notice will also include a statement that the Appeals Committee will provide, upon request and free of charge: (i) any internal rule, guideline, protocol or other similar criterion relied upon in making the decision, (ii) any medical opinion relied upon to make the decision, and (iii) the required statement under Section 2560.503-1(j)(5)(iii) of the Department of Labor regulations.
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12.3
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Claims Appeals Upon Change in Control.
Upon a Change in Control, the Appeals Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Appeals Committee. Upon such Change in Control, the Company may not remove any member of the Appeals Committee, but may replace resigning members if 2/3rds of the members of the Board of Directors of the Company and a majority of Participants and Beneficiaries with Account Balances consent to the replacement.
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12.4
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Legal Action.
A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures. Any such legal action must be commenced within one year of a final determination hereunder with respect to such claim.
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12.5
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Discretion of Appeals Committee.
All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.
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12.6
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Arbitration.
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(a)
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Prior to Change in Control.
If, prior to a Change in Control, any claim or controversy between a Participating Employer and a Participant or Beneficiary is not resolved through the claims procedure set forth in Article XII, such claim shall be submitted to and resolved exclusively by expedited binding arbitration by a single arbitrator. Arbitration shall be conducted in accordance with the following procedures:
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(b)
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Upon Change in Control.
If, upon the occurrence of a Change in Control, any dispute, controversy or claim arises between a Participant or Beneficiary and the Participating Employer out of or relating to or concerning the provisions of the Plan, such dispute, controversy or claim shall be finally settled by a court of competent jurisdiction which, notwithstanding any other provision of the Plan, shall apply a de novo standard of review to any determination made by the Company or its Board of Directors, a Participating Employer, the Committee, or the Appeals Committee.
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13.1
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Assignment.
No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).
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13.2
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No Legal or Equitable Rights or Interest.
No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan.
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13.3
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No Employment Contract.
Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.
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13.4
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Notice.
Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:
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13.5
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Headings.
The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.
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13.6
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Invalid or Unenforceable Provisions.
If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.
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13.7
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Lost Participants or Beneficiaries.
Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored.
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13.8
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Facility of Payment to a Minor.
If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof.
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13.9
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Governing Law.
To the extent not preempted by ERISA, the laws of the State of Iowa shall govern the construction and administration of the Plan.
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(a)
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increased by compensation that would have otherwise been included in the definition of Compensation under the Qualified Retirement Plan but for the limitation of Section 401(a)(17) of the Code;
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(b)
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increased by compensation deferred under the EMCC Option It! Deferred Bonus Compensation Plan or any similar preceding deferred bonus plan;
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(c)
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increased by compensation deferred under the EMCC Board and Executive Nonqualified Excess Plan ("BENEP"), or the EMC Excess Deferral Plan, also known as the 2001 Deferred Compensation Plan of EMC; and
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(d)
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decreased by Employer Matching Credits (as defined in the BENEP) credited to the Participant's Deferred Compensation Account (as defined in the BENEP).
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(ii)
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To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 15 relating to claims procedure;
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(iii)
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To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;
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(iv)
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To account for the Accrued Benefits of Participants; and
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(v)
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To direct the Company in the payment of benefits.
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(i)
|
To file such reports as may be required with the United Stated Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and
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(ii)
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To administer the claims procedure to the extent provided in Section 15.
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1.
|
An executive must be in the position of vice president or above a minimum of three years before he/she is eligible for a LTIP bonus payment.
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2.
|
An executive terminating employment prior to the end of a year is not eligible for any future LTIP payments reflecting that year’s results.
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3.
|
Executives retiring, deceased or disabled will continue eligibility based on a calculation using subsequent year results and based on their final status as an officer according to the following:
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A.
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1
st
payment X 3/3 after last full year of employment (Y1)
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B.
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2
nd
payment X 2/3 after year Y1 + 1
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C.
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3
rd
payment X 1/3 after year Y1 + 2
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4.
|
For those retired, deceased or disabled, the LTIP percentage will be applied to the final full year of base salary.
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5.
|
If retirement notification is provided 360 days or more in advance, the final two payments will be multiplied by a factor of 1.50.
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6.
|
If retirement notification is provided 180 days or less in advance, the final two payments will be multiplied by a factor of 1.00.
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7.
|
For notifications between those two time frames, the multiplying factor will be prorated.
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8.
|
Deductions for federal and state income taxes, and FICA, if applicable, will be made from each bonus on the basis of IRS regulations.
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9.
|
Amounts received under the LTIP may not be deferred into the Board and Executive Non-qualified Excess Plan due to IRS limitations.
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10.
|
The Executive Compensation Committee may, at its discretion, adjust the bonus calculation due to unusual or extenuating circumstances.
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11.
|
Final calculations for LTIP amounts will be made after “final” A.M. Best industry estimates are released in late March or early April, subject to Committee discretion.
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12.
|
Due to the long term nature of the LTIP, beneficiary forms will be necessary from each eligible executive. Failure to submit a beneficiary form will result in a default payment according to the following:
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A.
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Spouse. The eligible executive’s surviving spouse, and if no surviving spouse, to
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B.
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Descendants. The eligible executive’s children (including adopted children), in equal shares by right of representation (one share for each surviving child and one share for each child who predeceases the eligible executive with living descendents) and if none to
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C.
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Parents. The eligible executive’s surviving parents, in equal shares, and if none to
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D.
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Estate. The eligible executive’s estate.
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13.
|
If there is a disagreement or misunderstanding regarding the basis for the bonus or in the calculation of the amounts, the decision of the Senior Executive Compensation and Incentive Stock Option Committee will be final. The Committee may, at its discretion, choose to pay the bonus amount earlier than the “final” A.M. Best estimates of industry results if those final numbers will have little or no impact on the final bonus percentage.
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(1)
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EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-187250) pertaining to the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan,
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(2)
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EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-103722) pertaining to the 2003 Employers Mutual Casualty Company Incentive Stock Option Plan,
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(3)
|
EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-128315) pertaining to the 2003 Employers Mutual Casualty Company Incentive Stock Option Plan,
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(4)
|
EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-143457) pertaining to the 2007 Employers Mutual Casualty Company Stock Incentive Plan,
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(5)
|
EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. 333-151299) pertaining to the Employers Mutual Casualty Company 2008 Employee Stock Purchase Plan;
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(6)
|
Registration Statement (Form S-3 No. 333-187622) of EMC Insurance Group Inc;
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SIGNATURE
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|
TITLE
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/s/ Stephen A. Crane
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Stephen A. Crane
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Chairman of the Board of Directors
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/s/ Jonathan R. Fletcher
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Jonathan R. Fletcher
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Director
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/s/Robert L. Howe
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|
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Robert L. Howe
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Director
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/s/ Bruce G. Kelley
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|
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Bruce G. Kelley
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Director
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/s/ Gretchen H. Tegeler
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|
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Gretchen H. Tegeler
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Director
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1.
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I have reviewed this report on Form 10-K of EMC Insurance Group Inc.;
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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;
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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;
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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:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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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 registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Bruce G. Kelley
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|
Bruce G. Kelley, President
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|
and Chief Executive Officer
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|
1.
|
I have reviewed this report on Form 10-K of EMC Insurance Group Inc.;
|
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;
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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:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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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 registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Mark E. Reese
|
|
Mark E. Reese, Senior Vice President
|
|
and Chief Financial Officer
|
|
(1)
|
The report fully complies with the requirements of Section 13(a) or 15(d) of Securities Exchange Act of 1934, and
|
(2)
|
The information contained in this report fairly presents, in all material respects, the company’s financial condition and results of operations.
|
EMC INSURANCE GROUP INC.
|
|
Registrant
|
|
|
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/s/ Bruce G. Kelley
|
|
Bruce G. Kelley
|
|
President and Chief Executive Officer
|
|
(1)
|
The report fully complies with the requirements of Section 13(a) or15(d) of Securities Exchange Act of 1934, and
|
(2)
|
The information contained in this report fairly presents, in all material respects, the company’s financial condition and results of operations.
|
EMC INSURANCE GROUP INC.
|
|
Registrant
|
|
|
|
/s/ Mark E. Reese
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|
Mark E. Reese
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
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